Articles of Association – 13th November 2018
Business Name and Seat
The name of the company is Oma Säästöpankki Oyj, Oma Sparbank Abp in Swedish, and Oma Savings Bank Plc. in English. The company has its corporate seat in Seinäjoki.
Business Area of the Company
The company’s business area is credit institution activity as defined under the Act on Credit Institutions. The company also acts as a mortgage credit bank, as defined under the Act on Mortgage Credit Banks. The company may issue covered bonds. Additionally, the company offers investment services, as defined under the Act on Investment Services. As a parent company, the company may also carry out joint functions of group companies and associated companies, such as administrative services and financing as well as selling, acquiring, owning and administer real estate properties, shares and other securities. The company’s special purpose is to promote thrift. The company is subject to the supervision and inspection of the Financial Supervisory Authority.
Book Entry System
The shares of the company are registered in the book entry system.
Board of Directors
The company has a Board of Directors, which shall consist from a minimum of five (5) to a maximum of eight (8) ordinary members and a maximum of two (2) deputy members. A person who at the time of the election has reached the age of 63 cannot be elected to be a member of the Board of Directors. The term of office of a member of the Board of Directors expires at the end of the next Annual General Meeting following the election. The Board of Directors elects the Chairman of the Board from among its members and between one (1) and (2) Deputy Chairmen. The Board meeting is quorate when more than half of the members of the Board of Directors are present. The Board of Directors represents the bank and manages its activities in accordance with the law and these Articles of Association.
Chief Executive Officer
The company has a Chief Executive Officer appointed by the Board of Directors.
The Chief Executive Officer is responsible for the company’s daily management in accordance with the instructions and provisions issued by the Board of Directors.
The company has an annually elected Nomination Board consisting of the shareholder’s representatives.
The Nomination Board’s task is to prepare proposals regarding the election of the members of the Board of Directors and their compensations for the next Annual General Meeting and, if needed, for the next Extraordinary General Meeting.
The Nomination Board consists of representatives representing the five largest shareholders, as calculated by the number of shares. The Chairman of the Board of Directors acts as the convener and attends the meetings of the Nomination Board as a specialist.
The company’s five largest shareholders each have the right to appoint one representative to the Nomination Board. Should a shareholder not wish not use his or her appointment right, the right will be transferred to the next largest shareholder, who otherwise would not have the right to appoint a representative. The largest shareholders are defined in the company’s shareholders’ register based on theirshare of ownership as of 1 June preceding the General Meeting.
The Nomination Board should give their recommendations regarding the members of the Board of Directors and their respective compensations to the Board of Directors by the end of the month of January preceding the General Meeting. In the case of an extraordinary general meeting, the Nomination Board should accordingly give their respective recommendations well in advance before the general meeting, taking into accountapplicable regulations.
The Nomination Board conducts its tasks in accordance with the rules of procedure adopted by the General Meeting.
Representation of the Company
The company is represented by
1. two members of the Board of Directors together;
2. a member of the Board of Directors together with a Chief Executive Officer or a member of the company which the Board of Directors has authorized to represent the company;
3. the Chief Executive Officer, together with a company employee, to whom the Board of Directors has given authorization to represent the company; or
4. two such employees of the company, who have been authorized by the Board of Directors to represent the company.
The Board of Directors decides on the issue of procuration.
The company has one (1) auditor, which shall be an auditing firm registered in the auditor registry maintained by the Finnish Patent and Registration Office, and whose principal auditor is an authorized public accountant. The auditor’s term of office ends at the end of the next Annual General meeting following the election.
The financial period of the company is a calendar year.
Notice of General Meeting
The notice to the General Meeting is published on the company’s webpage and, if so decided by the Board of Directors, in one or more national newspapers selected by the Board of Directors and/or to the shareholder’s in written form. The notice to the General meeting shall be published no earlier than three (3) months prior to the record date of the General Meeting and no later than three weeks before the General Meeting, however, always at least nine (9) days before the record date of the General Meeting as defined in the Limited Liability Companies Act.
In addition to the company’s corporate seat, the General Meetings may be held in Helsinki.
Registration to the General Meeting
In order for a shareholder to be able to use his/her voice and voting power at the General Meeting, he/she must register in the manner indicated in the notice of the General Meeting, and at the latest on the date mentioned in the notice of the meeting, which may be no earlier than ten (10) days prior to the General Meeting.
Annual General Meeting
The Annual General meeting shall be held annually on a date determined by the Board of Directors within six (6) months of the end of the financial period.
At the Annual General Meeting the following matter shall be:
1. the financial statement and consolidated financial statement as well as the annual report;
2. auditor's report;
3. the approval of the financial statement and the consolidated financial statement;
4. measures, to which the profit or loss according to the confirmed balance sheet gives cause;
5. releasing the members of the Board of Directors and Chief Executive Officer from liability;
6. the remuneration of the members of the Board of Directors and auditor;
7. the number of the members of the Board of Directors and auditors;
The Annual General Meeting shall elect
8. members of the Board of Directors;
9. the auditor;
10. other matters mentioned in the notice of the General Meeting.
If a voting is held in the General Meeting, the Chairman of the General Meeting will decide on the voting process.
Any claims or disagreements arising out of the application of the Limited Liability Companies Act or these Articles of Association between the company and/or the Board of Directors, a member of the Board of Directors, the Chief Executive Officer, the auditor or a shareholder shall be resolved through arbitration, in accordance with the provisions of the Limited Liability Companies Act and the Arbitration Act. The seat of arbitration is Helsinki, Finland.
If a company share is transfered to someone not listed in the company’s shareholder’s register, the transferee must immediately inform the company’s Board of Director’s of this, and the shareholder’s have the right to redeem the share subject to the following terms:
1. The redemption right applies to the earnings of shares on any basis.
2. The Board of Directors shall notify the shareholder’s of the transfer within two (2) weeks from the time the Board of Directors have received the notice of the transfer, this day being included in the two week time limit. The notice shall be given in the same manner as a notice to a meeting. The notice should include the names of the transferor and transferee, the time of the transfer, information about the day when the notice of the transfer of the shares was made to the Board of Directors as well as a notice of other transfer terms, which might be relevant when considering the matter and information regarding the number of transferred shares and a statement concerning their redemption price.
3. The redemption price is the price agreed between the transferor and the transferee, however, no more than the true fair price of the shares. In case the transfer has been gratuitous the redemption price is the price as calculated on the basis of the equity of the company, or, if the company is the parent company of the group, on the basis of the equity of the group. The applied capital of equity is the equity which is in accordance with the latest adopted financial statement, or if lower, the equity which is in accordance with the calculations confirmed by the Company's auditor.
4. The shareholder’s should present their request for redemption in writing to the Board of Directors of the bank within thirty (30) days as counted from the day, when the Board of Directors received notice of the transfer of the share, this day being included in the time limit.
5. If several redemption seekers want to exercise their redemption right, the shares are to be allocated by the Board of Directors between the willing redemption seekers in proportion to their share ownership. If the allocation of shares in such cases is not even, the remaining shares will be allocated between the redemption seekers by means of lot.
6. The redemption price shall be paid to the company or the transferee in cash, by bank verified check or by bank transfer within fourteen (14) days as counted from the day when the request for redemption was presented to the Board of Directors.
7. Disagreements regarding the redemption right and the redemption price shall be settled by means of arbitration in accordance with the Arbitration Act.