Resolutions of S-Bank Plc's Annual General Meeting 2024

S-Bank Plc, Stock exchange release, 9 April 2024 at 3.15 PM

Resolutions of S-Bank Plc's Annual General Meeting 2024

The Annual General Meeting (AGM) of S-Bank Plc was held on Tuesday 9 April 2024 in Helsinki. The AGM made the following resolutions:

Adoption of the financial statements and consolidated financial statements

The AGM adopted the company’s financial statements and consolidated financial statements for the financial year that ended on 31 December 2023.

Use of the profit shown on the balance sheet

The AGM decided that the profit for the financial period of EUR 116 444 248.08 will be entered in retained earnings and that a dividend of EUR 1.50 per share, totalling EUR 10 020 270.00, will be paid from the parent company’s distributable assets.

Discharge from liability of the members of the Board of Directors and the CEO

The AGM discharged from liability the members of the Board of Directors and the CEO .

Remuneration of the members of the Board of Directors, the auditors and the sustainability partners

The AGM decided that

• a member of the Board of Directors will be paid a monthly fee of EUR 2 475; and
• the Chairman of the Board of Directors will be paid a monthly fee of EUR 3 712,50;
• in addition, an attendance fee will be paid as follows:
  • EUR 550 for Board meetings;
  • EUR 550 for Risk Committee meetings;
  • EUR 275 for Audit Committee meetings;
  • EUR 275 for Compensation and Nomination Committee meetings;
  • EUR 275 for meetings of the Committee of Independent Members; and
  • no attendance fees will be paid for e-mail meetings or training events.

The AGM also decided that the auditor and the sustainability partner will be compensated in accordance with a reasonable invoice.

Number and election of the members and deputy members of the Board of Directors

The AGM decided that eight ordinary members and one deputy member will be elected to the Board. The AGM elected Jari Annala, Tom Dahlström, Kati Hagros, Veli-Matti Liimatainen, Hillevi Mannonen, Tarja Tikkanen, Jorma Vehviläinen and Olli Vormisto as members of the Board of Directors and Niklas Österlund as deputy member.

Taking up their position new member and deputy member of the Board will be subject to completion of assessment of suitability by Financial Supervisory Authority.

Number and election of auditors

The AGM resolved to elect one auditor, and elected Authorised Public Accounting firm (KHT) KMPG Oy Ab as the auditor, with Petri Kettunen, APA, as the principally responsible auditor.

Number and election of sustainability reporting assurer

The AGM decided to appoint one sustainability reporting assurer. Authorised sustainability audit firm KPMG Oy Ab was selected as the sustainability reporting assurer. Petri Kettunen, Authorised Sustainability Auditor, will be the key sustainability partner.

Amendment of the Articles of Association

The AGM resolved to amend S-Bank Plc’s Articles of Association as follows:

• The name of the valid act on mortgage credit banks was changed in the article the line of business  (§2).
• A new article was added on the selection and term of office of the sustainability reporting assurer (§7).
• The provision on the Annual General Meeting (§10) was amended to include the presentation of the assurance report on sustainability reporting to the Annual General Meeting and the resolution on the remuneration, number and selection of the sustainability reporting assurer.

Helsinki 9 April 2024
S-Bank Plc
Board of Directors