1 § Company name and domicile
The company' s name is Oma Säästöpankki Oyj, Oma Sparbank Abp in Swedish and Oma Savings Bank Plc in English. The company' s domicile is Seinäjoki.
2 § Sector
The company engages in deposit bank activity as specified in the Act on Credit Institutions. The company engages in mortgage banking activity as specified in the Act on Mortgage Credit Banks. The company can issue covered bonds. In addition, the company offers invest ment services as specified in the Act on Investment Services. In addition, as the parent company, the company can manage the shared tasks of the group companies and associated undertakings, such as administrative services and financing , and it can buy, sell, own and manage real estate, shares and other securities. The company' s special purpose is to promote saving. The company is supervised and inspected by the Finnish Financial Supervisory Authority.
3 § Book-entry system
The company' s shares belong to the book-entry system.
4 § Board of Directors
The company has a Board of Directors consisting of five (5) to eight (8) ordinary members and no more than two (2) deputy members. The term of a Board member ends at the end of the next Annual General Meeting held after the election. The Board of Directors elects a chairperson and one (1) or two (2) deputy chairpersons from among its members.
A meeting of the Board of Directors shall constitute a quorum when more than half of its members are present. The Board of Directors shall represent the bank and direct its activities in compliance with legislation and these Articles of Association.
5 § Managing Director
The company has a Managing Director appointed by the Board of Directors.
The Managing Director is in charge of the day-to-day management of the company in accordance with the instructions and provisions given by the Board of Directors.
6 § Nomination Committee
The company has a Nomination Committee consisting of shareholders' representatives, which is appointed annually.
The Nomination Committee's task is to prepare proposals pertaining to the appointment and remuneration of the members of the Board of Directors for the next Annual General Meeting and, when necessary, an Extraordinary General Meeting.
The Nomination Committee consists of the representatives of the five largest shareholders calculated based on the number of shares. The Nomination Committee's meetings are convened by the chairperson of the Board of Directors, who also attends the meetings in his/her role as an expert.
Each of the five largest shareholders of the company is entitled to appoint a representative to the Nomination Committee. If a shareholder does not wish to exercise its right to nominate a member, the right will be transferred to the next largest shareholder who would not otherwise have a nomination right. The company's largest shareholders are determined on the basis of the registered holdings in the company's list of shareholders on the 1st of June (1.6.) preceding the General Meeting.
The Nomination Committee shall submit its proposal concerning the members of the Board of Directors and their remuneration to the company's Board of Directors by the end of the January preceding the Annual General Meeting. The Nomination Committee's proposals for an Extraordinary General Meeting shall be submitted in a similar manner well ahead of the General Meeting and tak-ing into account the relevant regulations.
In its work, the Nomination Committee complies with the charter approved by the General Meeting.
7 § Representation
The company is represented by
1. Board members two together;
2. a Board member together with the Managing Director or the company's salaried employee to whom the Board of Directors has given the right to represent the company;
3. the Managing Director together with the company's salaried employee to whom the Board of Directors has given the right to represent the company; or
4. two of the company's salaried employees together to whom the Board of Directors has given the right to represent the company. The granting of procuration rights is decided by the Board of Directors.
8 § Auditors
The company has one (1) auditor who shall be an authorised public accountant firm entered in the Finnish Patent and Registration Office's auditor register, whose auditor with principal responsibility is an APA auditor.
The term of office of the auditor shall end at the end of the first Annual General Meeting after the election.
9 § Financial year
The company's financial year is the calendar year.
10 § Notice of meeting
The notice of meeting for a General Meeting is published on the company's website and, if the Board of Directors so decides, in one or more national newspapers selected by the Board of Directors and/or in writing to the shareholders no earlier than three (3) months before the General Meeting's record date and at the latest three weeks before the General Meeting, however always at least nine (9) days before the record date of the General Meeting specified in the Limited Liability Companies Act.
General Meetings can be held in Helsinki in addition to the company's domicile.
11 § Registering for a General Meeting
In order to exercise their right to speak and vote at a General Meeting, shareholders must register in the manner specified in the notice of meeting and no later than the date mentioned in the notice of meeting, which can be no earlier than ten (10) days before the meeting.
12 § General Meeting
The Annual General Meeting is held once a year on a day specified by the Board of Directors within six (6) months of the end of the financial year.
At the meeting, the following shall be:
presented
1. the financial statements and consolidated financial statements and the Report of Board of Directors;
2. auditor' s report;
decided
3. confirmation of the company's financial statements and consolidated financial statements;
4. measures required by the profit or loss indicated by the confirmed balance
sheet and consolidated balance sheet;
5. discharge from personal liability to the members of the Board of Directors and the Managing Director;
6. Board members' and auditors' fees;
7. number of Board members and auditors;
elected
8. Members of the Board of Directors;
9. auditor;
10. other issues mentioned in the notice of meeting.
If a vote is held at the General Meeting, the voting method is decided by the chairperson of the General Meeting.
13 § Arbitration
Any disputes based on the application of the Limited Liability Companies Act or these Articles of Association between the company on the one hand and on the other hand the Board of Directors , a Board member, the Managing Director , auditor or shareholder are settled through arbitration in accordance with what is stipulated in the Limited Liability Companies Act and the Arbitration Act. The arbitration proceedings shall take place in Helsinki , Finland.
Unofficial translation