Resolutions of the Annual General Meeting of Oma Savings Bank Plc

OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, 16 APRIL 2026 AT 15.00 P.M. EEST, DECISIONS OF GENERAL MEETING

Resolutions of the Annual General Meeting of Oma Savings Bank Plc

The Annual General Meeting (AGM) of Oma Savings Bank Plc (the Company) was held today, 16 April 2025. The AGM confirmed the Company's Financial Statements and Consolidated Financial Statements for the 2025 financial year. The AGM also resolved to support the Company's Remuneration Policy for its governing bodies and approved, through an advisory resolution, the Remuneration Report for its governing bodies. The AGM discharged from liability the members of the Company's Board of Directors, the Interim CEO and the CEO for the 2025 financial period.

In addition, the AGM decided on the following matters:

Resolution on the use of profit shown on the balance sheet and dividend payment

In accordance with the proposal of the Board of Directors, the AGM decided to pay a dividend of EUR 0.36 per share based on the balance sheet adopted for the 2025 financial period as well as an additional dividend of EUR 0.14 per share.

The dividends will be paid to shareholders who are registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on the date of record, 20 April 2026. The dividends will be paid on 27 April 2026 in accordance with the rules of Euroclear Finland Ltd.

Remuneration of the Board of Directors

In accordance with the proposal of the Shareholders’ Nomination Committee, the AGM resolved to pay the following annual remuneration to the members of the Board of Directors for the term ending at the close of the 2027 AGM: 

• Chair: EUR 85,000
• Vice Chair: EUR 60,000
• Other members of the Board of Directors: EUR 40,000
  
  
  
  

In addition, the annual remuneration paid to the Chairs of the Board’s committees is as follows:

• Chair of the Remuneration Committee: EUR 6,000
• Chair of the Risk Committee: EUR 9,000
• Chair of the Audit Committee: EUR 9,000
  
  
  
  

In addition, members of the Board of Directors who attend meetings of the Board or of the Board’s committees will receive meeting fees of EUR 1,000 for each meeting and EUR 500 for each email meeting.

Twenty-five per cent of the annual remuneration of the Board of Directors will be paid in the form of shares in Oma Savings Bank Plc acquired from the market on behalf of the members of the Board of Directors. If the reward cannot be paid in shares, the reward in full can be paid in cash. The shares will be acquired at a price formed on the market in public trading following the publication of the interim report for the period 1 January to 31 March 2026. The Company is responsible for costs related to acquiring the shares and for any transfer tax. The rest of the annual fee will be paid in cash to cover taxes arising from the remuneration.

In addition, Oma Savings Bank Plc will pay or reimburse members of the Board of Directors for travel expenses and other expenses related to board work.

Number of members and election of the Board of Directors

The AGM resolved that the Board of Directors will consist of eight members.

Juhana Brotherus, Irma Gillberg-Hjelt, Jaakko Ossa, Carl Pettersson, Kati Riikonen and Juha Volotinen were re-elected as Board members. Eeva Ahdekivi and Jens Jensen were elected as new members of the Board.

The members of the Board of Directors are elected for a term that will end at the close of the 2027 AGM.

Election and remuneration of the auditor

PriceWaterhouseCoopers Oy (PwC), a firm of authorised public accountants, was elected to serve as auditor for a term beginning at the close of the 2026 AGM and ending at the close of the 2027 AGM. 

The auditor’s fees will be paid based on reasonable invoicing approved by the Company.

Heini Hänninen, Authorised Public Accountant (KHT), will act as the principal auditor.

Election and remuneration of the sustainability reporting assurer

The AGM elected the Authorised Sustainability Audit Firm PwC as the Company’s sustainability reporting assurer for a term ending at the conclusion of the 2027 AGM.

The sustainability reporting assurer will be paid based on reasonable invoicing approved by the Company. Tiina Puukkoniemi, Authorised Sustainability Auditor (KRT), will act as the principal sustainability assurer.

Authorisation of the Board of Directors to resolve on issuance of shares, transfer of own shares and issuance of special rights entitling to shares

The AGM resolved, in accordance with the proposal from the Board of Directors, to authorise the Board of Directors to resolve on the issuance of shares or transfer of the Company’s shares as well as the issuance of special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, subject to the following conditions:

Shares and special rights may be issued or disposed of in one or more instalments, either in return for payment or free of charge.

The total number of shares to be issued under the authorisation, including shares acquired on the basis of special rights, may not exceed 3,000,000 shares, which corresponds to approximately 9% of the total number of shares in the Company on the date of the notice of the AGM.

The Board of Directors decides on all terms and conditions related to the issuance of shares. This authorisation concerns both the issuance of new shares and the transfer of the Company’s own shares. The issuance of shares and the issuance of special rights entitling to shares include the right to deviate from the pre-emptive right of shareholders if there is a weighty financial reason for the Company (directed share issue). A directed share issue may be free of charge only if there is a particularly weighty financial reason from the point of view of the Company and doing so is in the interest of all the Company’s shareholders.

This authorisation is valid until the close of the next AGM, but no later than 30 June 2027. This authorisation revokes previous authorisations given by the AGM to decide on issuance of shares, as well as option rights and the issuance of special rights entitling to shares.

Authorisation of the Board of Directors to decide on the repurchase of own shares

The AGM resolved, in accordance with the proposal from the Board of Directors, to authorise the Board of Directors to decide on the repurchase of the Company’s own shares using funds from the Company’s unrestricted equity, under the following conditions:

A maximum number of 1,000,000 of the Company’s own shares may be repurchased, representing approximately 3% of the total number of shares in the Company on the date that the notice of the meeting was published. Any repurchase must be conducted in a manner such that the number of its own shares held by the Company does not exceed 10% of the total number of shares in the Company at any time. This amount includes shares in Oma Savings Bank Plc held by the Company itself and by its subsidiaries within the meaning of chapter 15, section 11, subsection 1 of the Finnish Limited Liability Companies Act.

The Board of Directors is authorised to decide on the manner by which the Company’s own shares will be acquired.

The Company’s own shares may be acquired in a manner other than in proportion to the shareholdings of the shareholders (directed acquisition) at a price formed in public trading organised by Nasdaq Helsinki Ltd on the acquisition date or otherwise at a price formed by the market. The Company’s own shares may be acquired in one or more instalments.

Shares acquired by the Company may be held by the Company, cancelled or transferred further. The Board of Directors will decide on other matters related to the acquisition of the Company’s own shares.

This authorisation remains valid until the end of the next Annual General Meeting, but no later than 30 June 2027. This authorisation revokes previous authorisations granted by the General Meeting to decide on the acquisition of the Company’s own shares.

Minutes of the Annual General Meeting

The minutes of the AGM will be available on the Company’s website by 30 April 2026 at the latest.

Oma Savings Bank Plc

Distribution:

Nasdaq Helsinki Ltd

Major media

More information:

Karri Alameri, CEO, tel. +358 20 758 3040,

Sarianna Liiri, CFO, tel. +358 40 835 6712,

Pirjetta Soikkeli, CCO, tel. +358 40 750 0093,

OmaSp is a solvent and profitable Finnish bank. About 600 professionals provide nationwide services through OmaSp’s 48 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 intermediate products include credit, investment, and loan insurance products. OmaSp is also engaged in mortgage banking operations.

OmaSp’s core idea is to provide personal service to its customers, both in digital and traditional channels. OmaSp strives to offer a premium-level customer experience through personal service and easy accessibility. In addition, the development of operations and services is customer oriented. The personnel are committed, and OmaSp seeks to support their career development with varied tasks and continuous development. A substantial part of the personnel also own shares in OmaSp.