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Annual General Meeting 2026

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NOTICE OF ANNUAL GENERAL MEETING

The shareholders of Oma Savings Bank Plc are invited to attend the Annual General Meeting, which will take place on Thursday 16 April 2026 at 1 pm EET at Scandic Helsinki Hub, Annankatu 18, Helsinki, Finland. Reception of registered participants and distribution of voting tickets will begin at the venue at 12:00 noon. Refreshments will be available before the meeting starting at 12:00 noon.

It is also possible to follow the Annual General Meeting via a webcast. Instructions for accessing the webcast are available as of 9 March 2026 on the company’s website at https://www.omasp.fi/en/AGM/2026. It is not possible to ask questions, submit counterproposals, intervene in any other manner or cast any votes via the webcast. Following the meeting by webcast does not constitute participation in the Annual General Meeting or the exercise of shareholder rights.

Shareholders may also submit questions in writing in advance regarding matters on the agenda, as referred to in chapter 5, section 25 of the Finnish Limited Liability Companies Act. Instructions for submitting written questions are provided in section C of this notice.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

  1. Opening of the meeting
  2. Calling the meeting to order
  3. Election of persons to scrutinise the minutes and supervise the counting of votes
  4. Recording the legality of the meeting
  5. Recording attendance and adoption of the voting list
  6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for 2025

Presentation of the CEO’s review.
The Financial Statements, the Report of the Board of Directors including the Sustainability Report, the Auditor’s Report and the Assurance Report on the Sustainability Report will be available on the company’s at https://www.omasp.fi/en/AGM/2026 as of 12 March 2026.

7. Adoption of the Financial Statements

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

The Board of Directors proposes that, based on the adopted balance sheet for the financial year 2025, a dividend of EUR 0.36 per share and an additional dividend of EUR 0.14 per share be paid from the distributable funds of the parent company for each share entitled to receive a dividend for the financial year 2025, amounting to a total of approximately EUR 17.0 million, and that the remaining distributable funds be retained in equity.

The dividend will be paid to shareholders registered in the company's shareholder register maintained by Euroclear Finland Ltd on the record date of 20 April 2026. The Board proposes that the dividend and additional dividend be paid on 27 April 2026 in accordance with the rules of Euroclear Finland Ltd.

  1. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
  2. Handling of the Remuneration Report for governing bodies

The Remuneration Report will be available on the company’s website at https://www.omasp.fi/en/AGM/2026 as of as of 12 March 2026.

  1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the remuneration for members of the Board of Directors be paid as follows:

Annual fees:

  • Chair of the Board: EUR 85,000
  • Vice Chair of the Board: EUR 60,000
  • Member of the Board: EUR 40,000
  • Chair of the Remuneration Committee: EUR 6,000
  • Chair of the Risk Committee: EUR 9,000
  • Chair of the Audit Committee: EUR 9,000

Meeting fees:

  • EUR 1,000 per meeting of the Board of Directors or of a committee
  • EUR 500 per email meeting of the Board of Directors or of a committee

The proposed fees are unchanged from last year.

The Shareholders’ Nomination Committee proposes that 25% of the annual fees be paid in shares of Oma Savings Bank Plc acquired on behalf of the Board members from the market at a price determined by public trading after the publication of the interim report for 1 January – 31 March 2026. If the reward cannot be paid in shares, the reward in full can be paid in cash. The company will bear the acquisition costs and any transfer tax. The remainder of the annual fees will be paid in cash to cover taxes arising from the fees.

The Nomination Committee recommends that the Board member keeps the shares received as annual remuneration for the duration of his or her Board membership, unless there is a compelling reason for the transfer.

In addition, Oma Savings Bank Plc will pay or reimburse Board members for travel expenses and other direct costs related to Board work.

  1. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the number of Board members be eight (seven members in 2025).

  1. Election of members of the Board of Directors

The Nomination Committee proposes that the current members of the Board – Juhana Brotherus, Irma Gillberg-Hjelt, Jaakko Ossa, Carl Pettersson, Kati Riikonen and Juha Volotinen – be re-elected. More detailed information on the current Board members proposed for re-election is available on the Company’s website at www.omasp.fi.

The Nomination Committee further proposes that Eeva Ahdekivi and Jens Jensen be elected as new members of OmaSp’s Board of Directors. The Financial Supervisory Authority has no comments on the proposals.

It is proposed that all candidates be elected for a term beginning at the 2026 Annual General Meeting and ending at the close of the 2027 Annual General Meeting. 

All the individuals proposed have given their consent to the election. 

All individuals proposed are independent of the Company and of its significant shareholders at the time of their election.

More detailed information on the proposed new Board members:

EEVA AHDEKIVI

Eeva Ahdekivi, DBA, M.Sc. (Econ.) (born 1966) is an investment professional and board member. Among other roles, Ahdekivi has previously worked as an investment banker, Portfolio Manager at Pohjola Varainhoito, Chief Investment Officer at Solidium, and CEO of Hartwall Capital. Ahdekivi is a member of the Board of Directors of LocalTapiola General Mutual Insurance Company, Vice Chair of the Market Practice Board of the Securities Market Association, a member of the advisory board of Tekir Oy, and a board member of the Sibelius Academy Foundation and the Helsingin Kauppakorkeakoulun tukisäätiö foundation.

JENS JENSEN 

Jens Jensen, M.Sc. (Econ.) (born 1973), is the CEO of Suvia Group Oy. Jensen has extensive experience in leading service- and insurance-related operations. He previously served as the Head of Corporate Customers at Suomen Terveystalo Oy, and before that held management positions at If P&C Insurance Ltd, Aktia and MeritaNordbanken. Jensen is a member of the Board of Ålands Ömsesidiga Försäkringsbolag.

  1. Resolution on the remuneration of the auditor

The Board proposes that the auditor be paid a fee on the basis of reasonable invoicing approved by the company.

  1. Election of the auditor

The Audit Committee of the Board of Directors has organised the selection procedure for the audit firm in accordance with the EU Audit Regulation (537/2014). Based on the selection procedure and the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the audit firm PricewaterhouseCoopers Oy be elected as the company’s auditor for a term commencing at the end of the 2026 Annual General Meeting and ending at the end of the 2027 Annual General Meeting.

PricewaterhouseCoopers Oy has stated that, if it is elected as auditor, the auditor with principal responsibility would be Heini Hänninen, Authorised Public Accountant (KHT).

The recommendation of the Audit Committee for the election of the auditor can be viewed on the company’s website at https://www.omasp.fi/en/AGM/2026.

  1. Resolution on the remuneration of the assurer of the sustainability reporting

The Board proposes that the assurer of the sustainability reporting be paid a fee on the basis of reasonable invoicing approved by the company.

  1. Election of the assurer of the sustainability reporting

Following the recommendation of the Audit Committee, the Board proposes that PwC be elected as the assurer of the sustainability reporting for a term ending at the close of the subsequent AGM. 

PwC has stated that the sustainability reporting assurer with principal responsibility would be Tiina Puukkoniemi, Authorised Public Accountant (KHT), Authorised Sustainability Reporting Auditor (KRT).

  1. Authorisation of the Board to resolve on the issuance of shares, the transfer of the company’s own shares and the issuance of special rights entitling holders to shares

The Board of Directors proposes that the General Meeting authorise the Board to decide on the issuance or transfer of the company’s shares, as well as the issuance of special rights entitling their holders to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, under the following terms:

Shares and special rights may be issued or transferred in one or several instalments, either against payment or without payment.

The total number of shares to be issued under the authorisation, including shares issued on the basis of special rights, may not exceed 3,000,000 shares, which corresponds to approximately 9% percent of all shares in the company on the date of the notice of the General Meeting.

The Board of Directors may decide on all terms of the share issue and the issuance of special rights entitling their holders to shares. The authorisation applies both to the issuance of new shares and the transfer of the company’s own shares. A share issue and the issuance of special rights entitling their holders to shares may deviate from the shareholders’ pre-emptive subscription rights if there is a significant financial reason for the company (directed issue). A directed share issue may be free of charge only if there is an especially significant financial reason for the company and taking into account the interests of all shareholders.

It is proposed that this authorisation remain valid until the end of the subsequent Annual General Meeting, but no later than 30 June 2027. This authorisation revokes previous authorisations granted by the General Meeting to decide on share issues and on the issuance of share option rights and other special rights entitling their holders to shares.

  1. Authorisation of the Board of Directors to decide on the acquisition of the company’s own shares

The Board of Directors proposes that the General Meeting authorise the Board to decide on the acquisition of the company’s own shares using the company’s unrestricted equity under the following terms:

A maximum of 1,000,000 of the company’s own shares may be acquired, corresponding to approximately 3% of all shares in the company on the date of the notice of the General Meeting, provided that the total number of the company’s own shares held by the company does not at any time exceed 10% of all shares in the company. When calculating the number of shares held by the company, the shares held by the company itself and by its subsidiaries are included, as referred to in chapter 15, section 11, subsection 1 of the Finnish Limited Liability Companies Act.

The Board of Directors is authorised to decide on how to acquire the company’s own shares.

The company’s own shares may be acquired other than in proportion to shareholders’ existing shareholdings (directed acquisition) at a price determined in public trading arranged by Nasdaq Helsinki Ltd on the date of acquisition, or at a price otherwise determined by the market. The company’s own shares may be acquired in one or several instalments.

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

The Board of Directors proposes that this authorisation revoke previous authorisations granted by the General Meeting to decide on the acquisition of the company’s own shares.

It is proposed that this authorisation remain valid until the end of the next Annual General Meeting, but no later than 30 June 2027.

  1. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice, including all proposals for resolutions on the agenda of the AGM, is available on the company’s website at https://www.omasp.fi/en/AGM/2026. The Financial Statements, Report of the Board of Directors, Auditor’s Report and Remuneration Report will be available as of 12 March 2026 on the Company’s website. Copies of these documents and this notice will be provided to shareholders upon request and will also be available at the AGM.

The minutes of the meeting will be available on the Company’s website no later than 30 April 2026.

3. INSTRUCTIONS FOR PARTICIPANTS

  1. Shareholders registered in the company’s shareholder register

A shareholder who, on the record date of the General Meeting on 2 April 2026, is registered in the company’s shareholder register maintained by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder whose shares are registered in his or her personal Finnish book-entry account is registered in the company’s shareholder register. Changes in shareholding occurring after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes held by the shareholder.

Registration for the General Meeting will begin at 9 am EET on 9 March 2026. Shareholders registered in the company’s shareholder register who wish to participate in the General Meeting must register no later than 4 pm EET on 9 April 2026, by which time the registration must have been received.

Participants may register to attend the General Meeting in the following ways:

a) Via the company’s website as of 9 March 2026 at https://www.omasp.fi/en/AGM/2026. Electronic registration requires strong authentication of the shareholder or his/her statutory representative or proxy using Finnish, Swedish or Danish banking credentials or mobile certificate.

b) By email to Innovatics Oy at agmatinnovatics.fi (agm[at]innovatics[dot]fi). The registering shareholder must include in the message the registration form available on the company’s website as of 9 March 2026 at https://www.omasp.fi/en/AGM/2026 or provide equivalent information.

c) By mail to Innovatics Oy at Innovatics Oy, Yhtiökokous / Oma Säästöpankki Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. The registering shareholder must include in the message the registration form available as of 9 March 2026 on the company’s website at https://www.omasp.fi/en/AGM/2026 or provide equivalent information.

d) By telephone as of 9 March 2026 to Innovatics Oy at +358 10 2818 909 on business days, 9 am – 12 noon and 1 pm – 4 pm EET.

During registration, the shareholder must provide the requested information:

  1. Name and date of birth or business ID
  2. Telephone number and/or email address
  3. The name of any assistant, and if a proxy representative is used, the name, date of birth, telephone number and/or email address of the representative

Personal data provided by shareholders to Oma Savings Bank Plc will be used only in connection with the processing of the General Meeting and necessary related registrations.

At the meeting venue, the shareholder, their representative or proxy must, if necessary, be able to prove their identity and/or right of representation.

Further information on registration is available by telephone during the registration period for the General Meeting from Innovatics Oy at +358 10 2818 909 on business days, 9 am – 12 noon and 1 pm – 4 pm EET.

  1. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the General Meeting on the basis of those shares for which they would have the right to be registered in the shareholder register maintained by Euroclear Finland Ltd on the record date of the General Meeting on 2 April 2026. Participation additionally requires that the shareholder has been temporarily entered in the shareholder register maintained by Euroclear Finland Ltd by no later than 10 am EET on 13 April 2026. As regards nominee-registered shares, this is considered registration for the General Meeting. Changes in shareholding occurring after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes held by the shareholder.

A holder of nominee-registered shares is advised to request from their custodian in good time the necessary instructions regarding temporary registration in the shareholder register, the issuing of proxy documents and voting instructions, and registration for the General Meeting. The account operator of the custodian must notify a holder of nominee-registered shares who wishes to participate in the Annual General Meeting that they be temporarily entered in the company’s shareholder register no later than the date and time stated above. Further information is also available on the company’s website as of 9 March 2026 at https://www.omasp.fi/en/AGM/2026.

  1. Use of proxy representatives and powers of attorney

As shareholder may participate in the General Meeting and exercise their rights there through a proxy representative. The proxy must authenticate themselves using strong authentication in the electronic registration service, after which they may complete the registration on behalf of the shareholder they are representing. The proxy representative of a shareholder must present a dated power of attorney or otherwise reliably demonstrate that he or she is entitled to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting through several proxies who represent the shareholder based on shares held in different book-entry accounts, details of the shares on the basis of which each proxy is representing the shareholder must be provided during registration.

It is requested that any powers of attorney be delivered before the end of the registration period, preferably as an attachment in connection with electronic registration, or alternatively by post to Innovatics Oy, Yhtiökokous / Oma Säästöpankki Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to agmatinnovatics.fi (agm[at]innovatics[dot]fi). In addition to delivering proxy documents, the shareholder or their proxy must ensure that they register for the General Meeting as described in this notice.

As an alternative to a traditional power of attorney, shareholders may use the suomi.fi e-Authorization service to authorise a proxy. The proxy is designated by granting a mandate in the suomi.fi service at www.suomi.fi/e-authorizations (mandate topic “Representation at the General Meeting”). In the General Meeting service, the authorised person must authenticate with strong electronic identification in connection with registration, after which the electronic authorisation is checked automatically. Strong electronic identification is carried out using banking credentials or a mobile certificate. Further information on electronic authorisation is available at www.suomi.fi/e-authorizations.

A template for a power of attorney is available on the company’s website as of 9 March 2026 at https://www.omasp.fi/en/AGM/2026.

  1. Other instructions/information

The language of the meeting will be Finnish.

In accordance with chapter 5, section 25 of the Finnish Limited Liability Companies Act, shareholders present at the General Meeting have the right to ask questions about matters dealt with at the meeting. Shareholders may also submit questions in writing regarding matters handled at the General Meeting, as referred to in chapter 5, section 25 of the Finnish Limited Liability Companies Act until 9 April 2026 by email to yhtiokokousatomasp.fi (yhtiokokous[at]omasp[dot]fi) or by letter to Oma Savings Bank Plc, Yhtiökokous, Kluuvikatu 3, 6th floor, 00100 Helsinki, Finland. At the General Meeting, the company’s management will answer such written questions submitted in advance. When submitting a question, the shareholder must provide sufficient evidence of their shareholding.

Changes in shareholding occurring after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes held by the shareholder.

On the date of the notice of the meeting, 2 March 2026, Oma Savings Bank Plc has a total of 33,336,549 shares, representing the same number of votes. The company directly holds a total of 149,526 of the company’s own shares, which carry no voting rights at the Annual General Meeting.

Oma Savings Bank Plc

Board of Directors

More information:

Hanna Sirkiä, Chief Legal Officer, tel. +358 44 022 4604, hanna.sirkiaatomasp.fi (hanna[dot]sirkia[at]omasp[dot]fi)

Pirjetta Soikkeli, Chief Communications Officer, tel. +358 40 750 0093, pirjetta.spoikkeliatomasp.fi (pirjetta[dot]soikkeli[at]omasp[dot]fi)

DISTRIBUTION: 

Nasdaq Helsinki Ltd

Major media

www.omasp.fi

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.