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 authorize the Board to decide on the payment of a dividend of up to 0.19 EURO per share for the financial year 2019 in one or more instalments no earlier than 1 October 2020. The authorization granted is valid until the annual general meeting of 2021. In addition, the Board of Directors was authorized to decide the record date and date of payment for possible dividend, which the Company will inform separately.
Remuneration of the Board of Directors
In accordance with the proposal of the Nomination Committee, the AGM decided that the members of the Board shall be paid the following annual remuneration for the period ending at the AGM in 2021: 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 committee meeting will be paid. A meeting fee of EUR 500 will be paid for the remote meeting.
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. 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, Heli Korpinen, Jyrki Mäkynen, Jarmo Salmi and Jaana Sandström were re-elected as members of the Board for a term ending at the end of the 2021 AGM.
Election and remuneration of the auditor
KPMG Oy Ab, a firm of authorized public accountants, was re-elected as auditor and M.Sc (Econ.), APA Fredrik Westerholm as responsible auditor for a term ending at the 2021 AGM. The auditor's remuneration is paid against an invoice approved by the Company.
Authorization 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 authorize 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 (1) of the Companies Act, subject to the following conditions:
Shares and special rights may be given or disposed of in one or more instalments, either for a fee or free of charge.
The total number of shares to be issued under the authorization, including shares acquired on the basis of special rights, can not 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 authorization concerns both the issuance of new shares and the transfer of own shares.
The authorization is valid until the end of the next AGM, but not later than June 30, 2021. The authorization revokes previous authorizations 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.
Authorizing the Board of Directors to decide on the repurchase of own shares
The AGM decided, in accordance with the Board of Directors’ proposal, to authorize 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 own shares may be repurchased, which corresponds to approximately 1.7% of the company's total shares, depending on the situation on the date of the notice of the meeting, but the number of own shares held in the company does not exceed 10% of the 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 Limited Liability Companies Act.
The Board of Directors is authorized to decide how to acquire own shares.
The authorization is valid until the closing of the next AGM, but not later than June 30, 2021.
The minutes of the Annual General Meeting
The minutes of the AGM will be available on the Company’s website latest 29 June 2020.