Oma Savings Bank Plc’s Board of Directors launches a new employee share savings plan and a share-based incentive scheme for key persons

OMA SAVINGS BANK PLC, STOCK EXCHANGE RELEASE 29 FEBRUARY 2024 AT 15.32 P.M., OTHER INFORMATION DISCLOSED TO THE RULES OF THE EXCHANGE

Oma Savings Bank Plc’s Board of Directors launches a new employee share savings plan and a share-based incentive scheme for key persons

EMPLOYEE SHARE SAVINGS PLAN

The Board of Directors of Oma Savings Bank Plc (“Company” or “OmaSp”) has decided to establish an employee share savings plan (“OmaOsake”) for the employees. About half of the company's personnel already own shares in the Company. By encouraging employees to acquire and own shares in the Company, the Company seeks to align the objectives of shareholders and employees in order to increase the value of the Company in the long term. The aim is also to support employee motivation and commitment as well as the Company’s corporate culture and management model.

The OmaOsake offers the personnel the opportunity to invest part of their regular salary in the Company’s shares. The OmaOsake consists of annually commencing plan periods, each with a 12-month savings period followed by a holding period of approximately two years. The Board of Directors decides annually on the launch of the plan period. Participation in the OmaOsake is voluntary, and employees are invited to participate in each plan period separately.

Under the OmaOsake, employees save part of their salary, and the savings are used to subscribe for Oma Savings Bank Plc shares (“savings shares”) twice a year in directed share issues. The shares will be offered for subscription in share issues at a discount of 10 per cent.

Participants have the opportunity to receive one free matching share (gross) per two savings shares or one savings share, depending on the achievement of the performance criteria. If the performance criteria are not fulfilled, the participants will receive one matching share per three savings shares. As a rule, the receipt of the matching shares is subject to continued employment and holding of savings shares for the holding period ending 31 March 2027. The first savings period starts on 1 April 2024 and ends on 31 March 2025.

The potential reward will be paid partly in shares and cash after the end of the holding period. The cash proportion is intended to cover taxes and statutory social security contributions arising from the reward. The matching shares are freely transferable after they have been recorded on the participant’s book-entry account. Savings shares and matching shares are ordinary shares in Oma Savings Bank Plc entitling to dividends.

In accordance with financial sector legislation, the rewards for certain persons working in risk-taking positions will be paid in a deferred schedule so that the matching shares will be paid to the participants in five instalments over a period of approximately four years after the end of the holding period. In this case, the payment of the reward instalment is followed by a one-year retention period, during which the participant cannot transfer the shares paid as reward.

During the 2024–2027 plan period, the OmaOsake will be offered to approximately 440 employees including members of the Management Team and the CEO.

The gross value of the matching shares to be paid based on the first plan period shall not exceed approximately EUR 1,130,000, calculated at a share price of EUR 20.00, and assuming that savings shares have been offered at a discount of 10 per cent, corresponds to a maximum total value of approximately 56,500 Oma Savings Bank Plc’s shares, including the proportion to be paid in cash. The final value of the matching shares depends on the number of participants, the number of savings shares acquired by the participants and the fulfilment of the performance criteria.

PERFORMANCE PERIOD 2024–2025 OF KEY EMPLOYEE SHARE-BASED INCENTIVE SCHEME

The Board of Directors of the Company has decided on a new performance period for the share-based incentive scheme for key employees (“Share Plan”) for the financial years 2024–2025.

The aim of the Share Plan is to align the interests of the shareholders and key employees in order to increase the value of the Company in the long term, and to commit the key employees to implement the Company’s strategy, objectives and long-term interest and to provide them with a competitive incentive scheme based on earning the Company’s shares. The share-based incentive plan is valid until further notice and the Board of Directors decides separately on the commencement of performance periods as well as the participants, allocations and criteria of the performance periods.

The target group of the performance period 2024–2025 consists of approximately 45 key employees, including the Company’s CEO and members of the Management Team. The potential reward for the performance period will be mainly based on the comparable cost-income ratio, customer and personnel satisfaction and quality of the credit portfolio.

The reward will be paid partly in the Company’s shares and partly in cash. The cash proportion is intended to cover taxes and statutory social security contributions arising from the reward to the participant. As a rule, no reward will be paid if the participant’s employment or service ends before the reward payment. The amount of reward may be reduced subject to risk adjustments. The rewards to be paid from the performance period correspond to the value of an approximate maximum of 405,000 Oma Savings Bank Plc shares in total, including the proportion to be paid in cash.

The potential rewards from the performance period will be deferred and paid to the participants in five instalments in approximately four years after the end of the performance period, in compliance with the legislation governing the financial sector. The payment of the rewards is followed by a retention period of one year, during which the participant cannot transfer the shares paid as a reward.

The Company’s CEO and a member of the Management Team must own at least 50 per cent of the net shares paid to him or her until the value of the CEO’s total shareholding in the Company corresponds to the value of his gross annual salary and, correspondingly, the shareholding of a member of the Management Team in the Company corresponds to 50 per cent of the value of his or her gross annual salary. This number of shares must be held for as long as the CEO's service or membership of the Management Team continues.

Oma Savings Bank Plc

Additional information:

Minna Sillanpää, CCO, tel. ,

DISTRIBUTION

Nasdaq Helsinki Ltd

Major media

OmaSp is the fastest growing in the Nordic countries and Finland’s most profitable bank. About 500 professionals provide nationwide services through OmaSp’s 45 branch offices and digital service channels to over 200,000 private and corporate 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 insurance 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 continuous development. A substantial part of the personnel also own shares in OmaSp.