Shareholder’s Nomination Board

On 9 November 2018, the extraordinary general meeting of the company decided to add a stipulation to the Company’s Articles of Association regarding the establishment of a Shareholder’s Nomination Board (“Nomination Board”). 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.

OmaSp’s five largest shareholders each have the right to appoint one representative to the Nomination Board. Should a shareholder not wish to 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 bank's shareholders’ register based on theirshare of ownership on 1 June preceding the general meeting. The extraordinary general meeting of shareholders decided, in connection with the establishment of a Shareholder’s Nomination Board, that the five largest shareholders are asked to appoint first members of the Shareholder’s Nomination Board by 30 November 2018. 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 January preceding the annual 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 Chairman of the Board of Directors acts as the convener and attends the meetings of the Nomination Board as a specialist. The Nomination Board conducts its tasks in accordance with the rules of procedure adopted by the general meeting.

Board of Directors   Shareholders