NOTICE OF EXTRAORDINARY GENERAL MEETING
The shareholders of Oma Savings Bank Plc are invited to the Extraordinary General Meeting to be held on Tuesday 10 December 2024 at 13.00 p.m. at Pikku-Finlandia, Honka hall, Karamzininranta 4, 00100 Helsinki. The reception of people who have registered for the meeting and the distribution of voting tickets will begin at 12.00 noon. Refreshments will be served before the meeting.
Shareholders may also ask questions referred to Chapter 5, Section 25 of the Limited Liability Companies Act on matters to be discussed at the meeting in writing prior to the meeting. Instructions for asking written questions are set out in Part C of this General Meeting Notices.
A. MATTERS OF THE AGENDA
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of vote
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the remuneration of the members of the Board of Directors remain unchanged:
Annual fees:
- Chairperson EUR 72,000
- Vice Chairperson EUR 54,000
- Member EUR 36,000
Meeting fees:
- EUR 1,000 per meeting
- EUR 500 / email meeting and/or committee meeting
Due to the Company's exceptional situation, the Shareholders' Nomination Committee proposes to remove until further notice the obligation required to receive and pay a fixed annual fee, according to which a member of the Board of Directors has had to commit to acquiring shares in OmaSp on a regulated market (Nasdaq Helsinki Oy) at a price formed in public trading with 40% of its fixed annual fee.
7. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Committee proposes that the number of members of the Board of Directors shall be eight (8), i.e. an increase of one.
8. Election of members of the Board of Directors
The Shareholders' Nomination Committee proposes that the present members of the Board of Directors Aki Jaskari, Jaakko Ossa, and Jaana Sandström having given their consent, shall be re-elected and as a new Board member shall be elected Juhana Brotherus, Irma Gillberg-Hjelt, Carl Pettersson, Kati Riikonen and Juha Volotinen. A prerequisite for the elections is that the Finnish Supervisory Authority (FIN-FSA) has no objections to the elections.
All other candidates except Carl Pettersson are proposed to be elected for a term starting at the Extraordinary General Meeting of 2024 and ending at the close of the Annual General Meeting of 2025. Carl Pettersson's term begins 1 January 2025.
All nominees have given their consent to the election. At the time of election, all proposed nominees are independent in their relationship with the Company and its significant shareholders.
Additional information on the members of the Board of Directors is available on the Company’s website https://www.omasp.fi/general-meeting/year-2024/extraordinary.
9. Closing of the meeting
B. DOCUMENTS FOR THE GENERAL MEETING
The proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Oma savings Bank Plc’s website https://www.omasp.fi/general-meeting/year-2024/extraordinary.
The minutes of the General Meeting will be available on the above-mentioned website no later than 20 December 2024.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Shareholders registered in the shareholders' register
A shareholder, who is registered on the record date of the General Meeting on 27 November 2024 in the Company’s register of shareholders maintained by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered in his/her personal Finnish book-entry account, is registered in the shareholder’s register of the Company.
Registration for the General Meeting begins on 14 November 2024 at 9:00 am. Shareholders whose shares are registered in the Company’s register of shareholders and who wish to participate in the General Meeting must register their intention to attend by 4.00 pm. on 2 December 2024, at the latest.
Participants can register for the General Meeting:
a) through the Company’s website https://www.omasp.fi/general-meeting/year-2024/extraordinary; Electronic registration requires the strong identification of a shareholder or his/her statutory representative or proxy representative with Finnish, Swedish or Danish bank codes or mobile certificates.
b) by e-mail to Innovatics Ltd at egm
innovatics.fi (egm[at]innovatics[dot]fi). The registered shareholder must include in the message on the Company's website https://www.omasp.fi/general-meeting/year-2024/extraordinary available registration form or similar information.
c) by letter to Innovatics Ltd at Innovatics Ltd, GM / Oma Savings Bank Plc, Ratamestarinkatu 13 A, 00520 Helsinki. The registered shareholder must include in the message on the Company's website https://www.omasp.fi/general-meeting/year-2024/extraordinary available registration form or similar information.
d) by phone to Innovatics Ltd at +358 10 2818 909 on weekdays from 9 a.m. to 12 p.m. and from 1 p.m. to 4 p.m.
In connection with the registration, the shareholder must provide the requested information:
- his/her name and personal identification code or business ID
- telephone number and/or email address
- name of the possible assistant or proxy representative and date of birth of the agent
The personal details that shareholders give to Oma Savings Bank Plc will only be used for purposes associated with the General Meeting and processing the relevant registrations.
The shareholder, his/her authorised representative or proxy representative, shall on demand be able to prove his/her identity and/or right of representation.
Further information related to the registration is available by phone during the registration period of the General Meeting at the phone number of Innovatics Ltd. +358 10 2818 909 on weekdays from 9 a.m. to 12 p.m. and from 1 p.m. to 4 p.m.
2. Owners of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting 27 November 2024 would be entitled to be registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd. Participation also requires that the shareholder has been entered in the Company's temporary register of shareholders, maintained by Euroclear Finland Ltd, on the basis of such shares by 5 December 2024 at 10.00 am at the latest. In the case of nominee registered shares, this is considered to be registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.
Owners of nominee registered shares are advised in good time to request their custodian bank for the necessary instructions on being entered into the temporary register of shareholders, the granting of powers of attorney and registration for the General Meeting. The account management organization of the custodian bank has to register a holder of nominee registered shares who wants to participate in the General Meeting into the Company's temporary register of shareholders at the latest by the above-mentioned time. More information on the matter is also available on the Company's website https://www.omasp.fi/general-meeting/year-2024/extraordinary.
3. Representatives and powers of attorney
Shareholders may participate in the General Meeting and exercise their rights through a representative. Shareholder’s representative must identify himself/herself to the electronic registration service with a strong identification, after which he/she can make the registration on behalf of the shareholder he/she represents. A shareholder's proxy representative must present a dated proxy or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting shall present a dated power of attorney or demonstrate their right to represent the shareholder in some other reliable way. If a shareholder is represented by more than one representative at the General Meeting, each of whom represents the shareholder with shares by the shareholder in different book-entry accounts, the shares by held which each representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible powers of attorney are requested to be delivered before the end of the registration period primarily as an attachment in connection with electronic registration or alternatively to egminnovatics.fi (egm[at]innovatics[dot]fi) or by letter to Innovatics Ltd, GM / Oma Savings Bank Plc, Ratamestarinkatu 13 A, 00520 Helsinki. In addition to the delivery of proxy documents, the shareholder or his/her proxy representative shall arrange for registration at the General Meeting as described above in this notice.
As an alternative to the traditional power of attorney, community owners may use the electronic authorisation service for authorising the representative. The representative is appointed on the suomi.fi service at www.suomi.fi/e-authorizations (authorisation matter “Representation at the General Meeting”). At the General Meeting Service, the delegate must identify himself/herself with a strong electronic identification when registering, and then the electronic authorisation is automatically verified. Strong electronic identification occurs with bank IDs or mobile certificate. More information about electronic authorisation is available at www.suomi.fi/e-authorizations.
A model of the power of attorney is available on the Company's website https://www.omasp.fi/general-meeting/year-2024/extraordinary.
4. Other instructions/information
The meeting language is Finnish.
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, shareholders present at the Extraordinary General Meeting have the right to request information with respect to the matters to be considered at the meeting. Shareholders may submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on matters to be discussed at the meeting until 2 December 2024 also by email to lakiasiatomasp.fi (lakiasiat[at]omasp[dot]fi) or by letter to Oma Savings Bank Plc, Legal Affairs, Kluuvikatu 3, 6th floor, 00100 Helsinki. The management of the Company will respond to such questions submitted in advance in writing at the General Meeting. At the time of asking a question, the shareholder shall provide an adequate explanation of his/her shareholding.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's number of votes.
Oma Savings Bank Plc has a total of 33,275,237 shares, which represent the same number of votes, on the date of the meeting notice, 13 November 2024. The Company directly holds a total of 136,647 of the Company's own shares, which cannot be used to vote at the General meeting.
Oma Savings Bank Plc
Board of Directors