OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, 21 MARCH 2019 AT 14.35 P.M EET, ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
The shareholders of Oma Savings Bank Plc are invited to the Annual General Meeting to be held on Monday 29 April 2019 at 12.00 p.m. at Rake-hall, Erottajankatu 4 C, 00120, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 11.00 a.m. Refreshments will be served before the meeting.
A. Matters on 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. Presentation of financial statements, the Report of the Board of Directors and the Auditors’ Report for the year 2018
- Review by the CEO
7. Adoption of the financial statements for yeat 2018
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.14 per share be paid for the accounting period 2018. The dividend shall be paid to shareholders registered in the register of shareholders of the company maintained by Euroclear Finland Ltd on the record date of 2 May 2019. The Board of Directors proposes that the dividend shall be paid out on 5 May 2019 in accordance with the rules of Euroclear Finland Ltd.
9. Resolution on the discharge if the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Committee proposes that the remuneration for the members of the Board of Directors to be paid as follows:
Annual fees:
- Chairman EUR 43,000
- Vice Chairman EUR 26,000
- Member EUR 16,000
Meeting fees:
- EUR 1,000 per meeting
- EUR 500 / remote meeting and committee meeting
In addition, the Shareholders' Nomination Committee proposes that Jarmo Partanen, Chairman of the Board, to be paid an additional remuneration equivalent to two (2) months' salary, ie EUR 48,106.
11. Resolution on the remuneration of the auditor
The Board proposes to the Annual General Meeting that the reimbursements to the auditor are paid on the basis of reasonable invoicing.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Committee proposes that seven (7) members be elected for the Board of Directors, the number of Board members shall be unchanged.
13. Election of members of the Board of Directors
The Shareholders' Nomination Committee proposes that the present members of the Board of Directors Aila Hemminki, Aki Jaskari, Timo Kokkala, Heli Korpinen, Jyrki Mäkynen and Jarmo Salmi all having given their consent, shall be re-elected.
The current Chairman of the Board, Jarmo Partanen, is no longer available for the election of Board members.
The Shareholders' Nomination Committee proposes that Jaana Sandström, D.Sc. (Tech.), to be elected as a new member of the Board of Directors with her consent. Jaana Sandström is the Vice Rector at Lappeenranta University for education and she has graduated her doctoral thesis on strategic management accounting.
All the proposed members are independent in relation to the company and in their relationship to significant shareholders.
All candidates are proposed to be elected for a term of office beginning when the Annual General Meeting 2019 is closed and continuing until the Annual General Meeting 2020 has concluded.
Additional information on the members of the Board of Directors is available in the Company’s For Investor pages.
14. Election of auditor
The Board of Directors proposes that KPMG Oy Ab, a firm authorized public accountants, shall be elected as auditor and M.Sc (Econ.), APA Fredrik Westerholm as auditor-in-charge for a term of office beginning when the Annual General Meeting 2019 is closed and continuing until the Annual General Meeting 2020 has concluded.
15. Charter of Shareholders’ Nomination Committee
The Board of Directors proposes that the remuneration for the members of Shareholders’ Nomination Committee to be paid EUR 1,000/meeting.
16. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Oma savings Bank Plc’s website www.omasp.fi/investors. Oma Savings Bank Plc’s financial statements, the report by the Board of Directors and the auditor’s report are available on the above-mentioned website 21 March 2019. Copies of the above-mentioned documents will be sent to shareholders on request and they will also be available on the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website from 13 May 2019.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
Shareholder, who is registered in the company’s register of shareholders maintained by Euroclear Finland Ltd as at 15 April 2019, has the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account are registered in the company’s register of shareholders and who wish to participate in the Annual General Meeting must register their intention to attend by 4.00 pm. on 24 April 2019, at the latest.
Participants can register for the Annual General Meeting can register as of 25 March 2019:
a) through the company’s website www.omasp.fi;
b) by telephone at +358 20 7640 600 (8.00 am–6.00 pm on weekdays); or
c) in writing to Oma Savings Bank Plc, Legal Matters, Kluuvikatu 3, 00100 Helsinki.
For register purposes, the shareholder is required to give his/her name and personal identification code or business ID, address, telephone number as well as the name and personal identification code of any representative. In addition, for community registering a community book-entry account will be required to provide. The personal details that shareholders give to Oma Savings Bank Plc will only be used for purposes associated with the Annual General Meeting and processing the relevant registrations.
The shareholder, his/her authorized representative or proxy representative shall on demand be able to prove his/her identity and/or right of representation.
2. Owners of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting 15 April 2019 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 24 April 2019 at 10.00 am at the latest. For nominee registered shares this constitutes due registration to the General Meeting.
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 Annual 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.
3. Representatives and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights through a representative. Shareholder’s representative 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 should be delivered to the company before the end of the registration period at the address Oma Savings Bank Plc / Legal Matters, Kluuvikatu 3, 7. krs, 00100 Helsinki, or by email to lakiasiat@omasp.fi.
4. Other information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, shareholders present at the Annual General Meeting have the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting the total number of shares in Oma Savings Bank Plc is 29.596.700 shares. The total number of votes is 29.596.700. In the event of a vote, the 11.700 shares, giving rise to 11.700 votes, held by the company will not be taken into account.
Oma Savings Bank Plc
Board of Directors
For more information, please contact:
Helena Juutilainen, head of legal, tel. +358 40 580 6401, helena.juutilainen@omasp.fi
Additional information and interview requests for media:
Minna Sillanpää, CCO, tel. +358 50 66592, minna.sillanpaa@omasp.fi
DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.omasp.fi
Oma Savings Bank in short
OmaSp is a growing Finnish bank and the largest savings bank in Finland based on total assets. Over 290 professionals provide nationwide services through OmaSp’s 40 branch offices and digital service channels to approximately 136,000 customers. OmaSp focuses primarily on retail banking operations and provides its clients with a broad range of banking services both through its own balance sheet as well as by acting as an intermediary for its partners’ products. The intermediated products include credit, investment and loan in-surance products. OmaSp is also engaged in mortgage banking operations.
OmaSp core idea is to provide personal service and to be local and close to its customers, both in digital and traditional channels. OmaSp strives to offer premium level customer experience through personal service and easy accessibility. In addition, the development of the operations and services is customer-oriented. The personnel is committed and OmaSp seeks to support their career development with versatile tasks and con-tinuous development. A substantial part of the personnel also own shares in OmaSp.