Oma Savings Bank Plc’s Annual General Meeting was held in Helsinki on 30 March 2021 by exceptional meeting procedure based on the temporary legislative act (677/2020) approved by the Finnish Parliament to limit spread of corona pandemic. The AGM confirmed the company's financial statements and consolidated financial statements for the 2020 financial year, granted discharge to the members of the company's Board of Directors and CEO from liability, and decided to approve the company's remuneration report. In addition, the AGM decided on the following matters:
Resolution on the use of the profit shown on balance sheet and the payment of dividend
In accordance with the Board's proposal, the AGM decided to authorise the Board to decide on the payment of a dividend of up to EUR 0.24 per share for the financial year 2020 and in respect of dividends not paid in 2019 due to the authority’s profit-sharing restrictions an additional payment of a dividend of up to EUR 0.06 on each share entitling to a dividend for 2020. Dividends will be paid upon completion of the authority’s profit-sharing restrictions. The authorisation granted is valid until the AGM of 2022. In addition, the Board of Directors was authorised to decide the record date and date of payment for possible dividend, which the company will inform separately.
Amendment of the Articles of Association
In accordance with the Board's proposal, the AGM decided to remove the restriction on the age of the Board member and amend Section 4 of the company’s Articles of Association to include the following:
The company has a board of directors comprising five (5) to eight (8) actual members and up to two (2) deputies. The term of the Board of Directors shall expire at the close of the Annual General Meeting following the election in the first place. The Board of Directors elects a Chairman from among its midst and one (1) to two (2) Vice-Chairmen. A quorum for a Board meeting is when more than half of the Board members are present. The Board of Directors represents the bank and manages its operations in accordance with the law and these Articles of Association.
Remuneration of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Committee, the AGM decided to keep the remuneration of Board members unchanged and the members shall be paid the following annual remuneration for the period ending at the AGM in 2022: EUR 50,000 per year to the Chairman, EUR 37,500 per year to the Vice Chairman and for other members EUR 25,000 per year. In addition, the meeting fees of EUR 1,000 for each Board meeting and EUR 500 for each single-issue email meeting and committee meeting will be paid.
A condition for obtaining and paying a fixed annual fee is that the Board Member commits to purchase Oma Savings Bank Plc shares amounting to 40% of the fixed annual remuneration on the regulated market (Nasdaq Helsinki Ltd) at a price determined by trading. The recommendation is that a member of the Board of Directors shall not transfer the shares awarded as annual remuneration until the membership in the Board has expired.
Number and election of the Board of Directors
The number of members of the Board of Directors was confirmed to be seven. Aila Hemminki, Aki Jaskari, Timo Kokkala, Jyrki Mäkynen, Jarmo Salmi and Jaana Sandström were re-elected as Board members and Jarmo Partanen was elected as a new member for a term ending at the end of the 2022 AGM.
Election and remuneration of the auditor
KPMG Oy Ab, a firm of authorised public accountants, was elected to continue as auditor and M.Sc (Econ.), APA Fredrik Westerholm as responsible auditor for a term ending at the 2022 AGM. The auditor's remuneration is paid against an invoice approved by the company.
Authorisation of the Board of Directors to resolve on a share issue, the transfer of own shares and the issuance of special rights entitling to shares
The AGM decided, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on the issuance of shares or transfer of the company's shares and the issuance of special rights entitled to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act, subject to the following conditions:
Shares and special rights can 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, cannot exceed 5,000,000 shares, which corresponds to approximately 17 per cent of the company's total shares on the day of the AGM.
The Board of Directors decides on all terms and conditions related to the issuance of shares. The authorisation concerns both the issuance of new shares and the transfer of own shares.
The authorisation is valid until the end of the next AGM, but not later than June 30, 2022. The authorisation revokes previous authorisations given by the AGM to decide on a share issue, as well as the option rights and the issuance of special rights entitling to shares.
Authorising the Board of Directors to decide on the repurchase of own shares
The AGM decided, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to decide on the repurchase of the company's own shares with funds belonging to the company's free equity under the following conditions:
Maximum number of 500,000 own shares may be repurchased, representing approximately 1.7% of the company's total shares according to the situation on the date of the notice of the meeting, however, that the number of own shares held by the company does not exceed 10% of the company’s total shares of the company at any time. This amount includes the own shares held by the company itself and its subsidiaries within the meaning of Chapter 15, Section 11 (1) of the Finnish Companies Act.
The Board of Directors is authorised to decide how to acquire own shares.
The authorisation is valid until the closing of the next AGM, but not later than June 30, 2022.
The minutes of the Annual General Meeting
The minutes of the AGM will be available on the company’s website latest 13 April 2021.