Notice of the Extraordinary General Meeting of Oma Savings Bank Plc
Oma Savings Bank Plc Stock exchange release 14 October 2026 at 9.45 (EEST)
The shareholders of Oma Savings Bank Plc ("Oma Savings Bank" or the "Company") are invited to the Extraordinary General Meeting to be held on 5 November 2026 at 2 pm (EET) without a meeting venue as a real-time virtual meeting in accordance with Article 10 of the Articles of Association of the Company and Chapter 5, Section 16, Subsection 3 of the Finnish Companies Act. Instructions for participation are presented in this notice under section C "Instructions for participants in the Meeting".
S-Bank Plc (the "Offeror") and Oma Savings Bank have on 9 July 2026 entered into a combination agreement (the "Combination Agreement"), in accordance with which the Offeror has announced a voluntary recommended public cash tender offer for all issued and outstanding shares in the Company not held by the Company or its subsidiaries (the "Tender Offer").
On 30 September 2026, the Offeror announced that it would complete the Tender Offer in accordance with its terms and conditions and commence a subsequent offer period. The offer price was paid on 7 October 2026 to each shareholder of Oma Savings Bank who validly accepted the Tender Offer during the original offer period and had not validly withdrawn it in accordance with its terms and conditions. As announced on 8 October 2026, the Offeror has informed Oma Savings Bank that it holds, as a consequence of the completion of the Tender Offer and together with the shares already acquired by the Offeror during the Tender Offer, approximately 96.79 per cent of all the issued and outstanding shares and votes in Oma Savings Bank (excluding treasury shares), and that the Offeror therefore has the right under Chapter 18, Section 1 of the Finnish Limited Liability Companies Act to redeem the shares held by the other shareholders of Oma Savings Bank at a fair price. The Offeror has decided to exercise its redemption right pursuant to the Finnish Limited Liability Companies Act and to redeem all the shares held by all other remaining shareholders in Oma Savings Bank.
Pursuant to the Combination Agreement, after the Offeror has publicly announced that it will complete the Tender Offer, the Board of Directors of the Company shall, at the written request of the Offeror, resolve to convene an Extraordinary General Meeting. This notice, including the matters to be considered at the Extraordinary General Meeting, is based upon such written request by the Offeror.
A. Matters on the agenda of the Extraordinary 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. Resolution on amending the Articles of Association
The Offeror proposes that Section 6 of the Articles of Association, concerning the Shareholders' Nomination Committee, be removed. As a result of the removal of this provision, the numbering of the provisions of the Articles of Association will need to be amended accordingly.
In other respects, the Articles of Association would remain unchanged.
7. Resolution on the remuneration of the members of the Board of Directors
The Offeror proposes that the remuneration of, and reimbursement of travel expenses and other costs directly related to Board work to, the members of the Board of Directors will be paid in accordance with the resolution of the Annual General Meeting held on 16 April 2026. However, no remuneration or reimbursement of expenses will be paid to a member of the Board of Directors who is in a full-time employment or similar relationship with a company belonging to the S-Bank Group.
8. Resolution on the number of members of the Board of Directors
The Offeror proposes that five members be elected to the Board of Directors.
9. Election of members of the Board of Directors
The Offeror proposes that Riikka Laine-Tolonen, Mika Heikkilä, Jussi Sokka, Karri Alameri and Irma Gillberg-Hjelt be elected as members of the Board of Directors.
It is proposed that all candidates be elected for a term beginning at the end of the Extraordinary General Meeting and ending at the close of the 2027 Annual General Meeting. The term of office of current members of the Board of Directors would end upon the commencement of the term of the above-mentioned members of the Board of Directors.
All the individuals proposed have given their consent to the election.
The required regulatory approvals are pending with respect to all proposed Board members.
Irma Gillberg-Hjelt is independent of the Company and its significant shareholders. Riikka Laine-Tolonen, Mika Heikkilä and Jussi Sokka are not independent of a significant shareholder of the Company. Karri Alameri is not independent of the Company. Alameri has served as the Company's Chief Executive Officer since 2025.
10. Resolution on the remuneration of the auditor
The Offeror proposes that the auditor be paid a fee on the basis of reasonable invoicing approved by the Company.
11. Election of the auditor
The Offeror proposes that the audit firm KPMG Oy Ab be elected as the Company's auditor for a term commencing at the end of the Extraordinary General Meeting and ending at the end of the 2027 Annual General Meeting.
There is a justified reason under the Finnish Auditing Act for changing the auditor mid-term, as the proposed new audit firm KPMG Oy Ab already acts as the auditor of the Company's parent company, and the change will align the group's audit so that it is carried out by the same audit firm.
KPMG Oy Ab has stated that, if it is elected as auditor, the auditor with principal responsibility would be Tuomas Ilveskoski, Authorised Public Accountant (KHT).
12. Resolution on the remuneration of the assurer of the sustainability reporting
The Offeror proposes that the assurer of the sustainability reporting be paid a fee on the basis of reasonable invoicing approved by the Company.
13. Election of the assurer of the sustainability reporting
The Offeror proposes that KPMG Oy Ab be elected as the assurer of the sustainability reporting for a term ending at the close of the subsequent AGM.
There is a justified reason under the Finnish Auditing Act for changing the sustainability auditor mid-term, as the proposed new sustainability reporting firm KPMG Oy Ab already acts as the sustainability reporting assurer of the Company’s parent company, and the change will align the group’s sustainability reporting so that it is carried out by the same sustainability reporting firm.
KPMG Oy Ab has stated that the sustainability reporting assurer with principal responsibility would be Tuomas Ilveskoski, Authorised Sustainability Reporting Auditor (KRT).
14. Resolution on the disbandment of the Shareholders’ Nomination Committee
The Offeror proposes that the Shareholders' Nomination Committee be disbanded so that the decision would become effective immediately upon having been taken by the Extraordinary General Meeting.
15. Closing of the meeting
B. Documents of the Extraordinary General Meeting
This notice, which includes all proposals for resolutions on the agenda of the Extraordinary General Meeting, is available on the Company's website at https://www.omasp.fi/en/extraordinary-general-meeting-2026. Copies of the notice and the proposals for resolutions will be provided to shareholders upon request and will also be on display at the General Meeting.
The minutes of the General Meeting will be available on the aforementioned website no later than 19 November 2026.
C. Instructions for participants in the Meeting
1. Shareholders registered in the Company's shareholder register
A shareholder who, on the record date of the General Meeting on 26 October 2026, is registered in the Company's shareholder register maintained by Euroclear Nordics Ltd has the right to participate in the Extraordinary 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 10 am (EEST) on 15 October 2026. Shareholders registered in the Company's shareholder register who wish to participate in the Extraordinary General Meeting must register no later than 29 October 2026 by 4 pm (EET), by which time the registration must have been received.
Participants may register to attend the General Meeting in the following ways:
- via the Company's website at https://www.omasp.fi/en/extraordinary-general-meeting-2026. Electronic registration requires strong authentication of the shareholder or his or her statutory representative or proxy using Finnish, Swedish or Danish banking credentials or a mobile certificate;
- by email to Innovatics Oy at egm@innovatics.fi. The registering shareholder must include in the message the registration form available on the Company's website at https://www.omasp.fi/en/extraordinary-general-meeting-2026 or provide equivalent information; or
- by mail to Innovatics Oy at Innovatics Oy, General Meeting / Oma Säästöpankki Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. The registering shareholder must include in the message the registration form available on the Company's website at https://www.omasp.fi/en/extraordinary-general-meeting-2026 or provide equivalent information.
In connection with 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 the Company or Innovatics Oy will be used only in connection with the processing of the General Meeting and necessary related registrations.
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.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Extraordinary 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 Nordics Ltd on the record date of the Extraordinary General Meeting on 26 October 2026. Participation additionally requires that the shareholder has been temporarily entered in the shareholder register maintained by Euroclear Nordics Ltd by no later than 2 November 2026 by 10 am (EET). As regards nominee-registered shares, this is considered registration for the Extraordinary General Meeting. Changes in shareholding occurring after the record date of the Extraordinary 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, registration for the General Meeting and remote participation. The account operator of the custodian must notify a holder of nominee-registered shares who wishes to participate in the Extraordinary General Meeting to 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 at https://www.omasp.fi/en/extraordinary-general-meeting-2026.
A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the Company's shareholders' register, the real-time participation in the meeting requires the submission of the shareholder's e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation by regular mail to Innovatics Oy, General Meeting / Oma Säästöpankki Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting.
3. Use of proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights there through a proxy representative. The proxy must authenticate themselves in the electronic registration service personally using strong authentication, 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, the shares on the basis of which each proxy is representing the shareholder must be identified 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 mail to Innovatics Oy, General Meeting / Oma Säästöpankki Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to egm@innovatics.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-Authorisation 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 will be available from 15 October 2026 on the Company's website at https://www.omasp.fi/en/extraordinary-general-meeting-2026.
4. Participation instructions
A shareholder who has the right to participate in the Extraordinary General Meeting can participate in the meeting and use their rights in full and in real-time during the meeting via remote connection.
The remote connection to the Extraordinary General Meeting will be provided through Inderes Plc's virtual general meeting service on the Videosync platform, which includes a video and audio connection to the Extraordinary General Meeting. Participating in the virtual Extraordinary General Meeting does not require paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone if you wish to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.
The participation link and password for remote participation will be sent by email and/or text message to the email address and/or mobile phone number provided during registration to all those registered for the Extraordinary General Meeting no later than the day before the meeting.
For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. The link to test the compatibility of your computer, smartphone or tablet and the network connection can be found at https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you familiarise yourself with the more detailed participation instructions before the start of the Extraordinary General Meeting.
5. Other instructions/information
The language of the meeting will be Finnish.
Information regarding the Extraordinary General Meeting as required by the Finnish Companies Act and the Securities Markets Act is available on the Company's website at https://www.omasp.fi/en/extraordinary-general-meeting-2026.
In accordance with Chapter 5, Section 25 of the Finnish Companies Act, shareholders present at the General Meeting have the right to ask questions about matters dealt with at the meeting.
Changes in shareholding occurring after the record date of the Extraordinary 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, 14 October 2026, the Company has a total of 33,356,729 shares, representing the same number of votes. The Company directly holds a total of 133,741 of its own shares, which carry no voting rights at the Extraordinary General Meeting.
Oma Savings Bank Plc
Board of Directors
Distribution:
Nasdaq Helsinki Ltd
Major media
Oma Savings Bank is a well-capitalised and profitable Finnish bank that serves over 200,000 personal and corporate customers through 48 branches across Finland and digital channels with approximately 600 experts. Oma Savings Bank's key objective is a first-class customer experience through personal service and easy accessibility in both digital and traditional channels. Oma Savings Bank focuses primarily on retail banking and offers its customers a diverse range of banking services both through its own balance sheet and by intermediating products of its cooperation partners, such as credit, investment and loan protection products. Oma Savings Bank also engages in mortgage banking operations. The Shares of Oma Savings Bank are listed on the regulated market maintained by Nasdaq Helsinki. Oma Savings Bank is a part of S-Bank Group.