Oma Säästöpankki Oyj

Decisions of the Board of Directors of Oma Savings Bank Plc on the treatment of share-based incentive plans in connection with S-Bank Plc's public tender offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED "IMPORTANT INFORMATION" BELOW.

Decisions of the Board of Directors of Oma Savings Bank Plc on the treatment of share-based incentive plans in connection with S-Bank Plc's public tender offer

OMA SAVINGS BANK PLC    STOCK EXCHANGE RELEASE   2 September 2026 at 22:45 (EEST)

Oma Savings Bank Plc ("Oma Savings Bank" or the "Company") and S-Bank Plc ("S-Bank" or the "Offeror") have signed a combination agreement ("Combination Agreement") on 9 July 2026, according to which S-Bank announced a voluntary public cash tender offer for all the issued and outstanding shares of Oma Savings Bank that are not held by Oma Savings Bank or its subsidiaries at a cash offer price of EUR 17.20 per share (the "Tender Offer"). S-Bank published the tender offer document concerning the Tender Offer on 16 July 2026 and the supplements to the tender offer document, dated 14 August 2026 and 31 August 2026 (the tender offer document as supplemented with the aforementioned supplement document, the "Tender Offer Document").

In accordance with the terms of the Combination Agreement, Oma Savings Bank has, having first consulted with the Offeror, undertaken to decide on the cash payment of rewards, under all share-based incentive plans, that have been earned and to which entitlement have been obtained, and no other remuneration, on the settlement date of the Tender Offer and to terminate its existing share-based incentive plans without the Company retaining any further liabilities or obligations, in each case subject to applicable law and regulations and in accordance with the terms of the share-based incentive plans and the proposal of the Company's Board of Directors. In accordance with the terms of the Combination Agreement, the Company has undertaken that, without the Offeror's consent, it will not introduce new incentive plans, amend the terms of the share-based incentive plans, accelerate the payment of unpaid remuneration under the existing share-based incentive plans or the fulfilment of the vesting conditions thereof, or grant new rewards under the existing share-based incentive plans prior to the completion of the Tender Offer. The Company's Board of Directors has, together with the Offeror, reached the solution described below concerning the payment of the rewards, according to which the earning periods will be accelerated, and the rewards will be paid in cash to the extent permitted by regulation.

The Company's Board of Directors has decided on the termination of all outstanding share-based incentive plans of the Company and the payment of rewards based on them in the manner stipulated in this release upon completion of the Tender Offer. The Offeror has given its consent to this treatment of the incentive plans on 2 September 2026 in accordance with the Combination Agreement.

All decisions of the Board of Directors regarding the share-based incentive plans are conditional upon the completion of the Tender Offer (including obtaining the required regulatory approvals and S-Bank achieving the minimum acceptance condition of over 90 per cent).

The decisions concern the following share-based incentive plans of the Company:

• Employee Share Savings Plan OmaOsake 2024–2027
• Employee Share Savings Plan OmaOsake 2025–2028
• Employee Share Savings Plan OmaOsake 2026–2029
• Long-Term Performance Share Plan LTI 2022–2023
• Long-Term Performance Share Plan LTI 2024–2025
• Long-Term Performance Share Plan LTI 2026–2028

Treatment of the Employee Share Savings Plans (OmaOsake)

• OmaOsake 2024–2027 and OmaOsake 2025–2028: The plan periods will be terminated prematurely in connection with the completion of the Tender Offer. The employment-based portion of matching shares (ratio of 3:1) will be paid to participants in full, and the performance-based portion of matching shares (ratio of 3:2 in respect of OmaOsake 2024–2027 and a maximum ratio of 3:2 in respect of OmaOsake 2025–2028) will be proportioned to the time elapsed of the plan period at the time of completion of the Tender Offer. Accumulated matching shares will be converted into a cash reward based on the Tender Offer's offer price of EUR 17.20 per share, and the cash reward will be paid to participants as soon as possible after the completion of the Tender Offer. The achievement of the performance criteria and the resulting matching share ratio (1:1) for the OmaOsake 2024–2027 plan period has already been confirmed in the spring of 2025, and the achievement of the performance criteria for the OmaOsake 2025–2028 plan period will be assessed in connection with the completion of the Tender Offer.
• OmaOsake 2026–2029: The accumulation of employees' savings will be discontinued, and accumulated savings will be returned to participants as soon as possible after the completion of the Tender Offer. Participants will be compensated in cash for the 10 per cent subscription discount on savings shares, which the participants would have received had the savings been used to subscribe for shares in Oma Savings Bank in a directed share issue.

Treatment of the Long-Term Performance Share Plans (LTI)

• LTI 2022–2023 and LTI 2024–2025 (deferred rewards): All previously earned deferred and unpaid reward instalments from the plans will be converted into cash at the offer price of EUR 17.20 per share. The rewards will be paid in cash as soon as possible after the completion of the Tender Offer, to the extent permitted by regulation. To the extent that regulations require the deferral of rewards, the payment of rewards will be deferred in accordance with the regulations, and the value development of the reward will be linked to a financial instrument selected by S-Bank.
• LTI 2026–2028: The ongoing performance period is intended to be terminated prematurely after 12 months of the performance period have elapsed. The Board of Directors will determine the final amount of the reward based on the elapsed time and the achievement of the performance criteria after 31 December 2026. The reward will be converted into cash at the offer price of EUR 17.20 per share. Rewards will be paid in cash in the spring of 2027, to the extent permitted by regulation. To the extent that regulations require the deferral of rewards, the payment of rewards will be deferred in accordance with the regulations, and the value development of the reward will be linked to a financial instrument selected by S-Bank.

Following the decisions made by the Company's Board of Directors, all of the aforementioned share-based incentive plans will be terminated upon the completion of the Tender Offer, and they will therefore have no effect on the total number of shares in Oma Savings Bank or on the Tender Offer.

Additional information:

Oma Savings Bank Plc

Carl Pettersson, Vice Chair of the Board of Directors, interview requests via Chief Communications Officer

Karri Alameri, CEO, interview requests via Chief Communications Officer

Pirjetta Soikkeli, Chief Communications Officer, tel. +358 40 7500 093, pirjetta.soikkeli@omasp.fi

www.omasp.fi

ABOUT OMA SAVINGS BANK

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 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. Oma Savings Bank’s key objective is a first-class customer experience through personal service and easy accessibility in both digital and traditional channels. The Shares of Oma Savings Bank are listed on the regulated market maintained by Nasdaq Helsinki.

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Oma Savings Bank in the United States

Shareholders of Oma Savings Bank in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Oma Savings Bank is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Tender Offer will be made for the issued and outstanding shares of Oma Savings Bank, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act, for a "Tier I" tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.

You should note that the Offeror’s ability to waive the conditions to the Tender Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, are not the same under a tender offer governed by Finnish law as under a tender offer governed by U.S. law. U.S. shareholders are encouraged to consult with their own advisors regarding the Tender Offer. In particular, the Offeror may waive conditions to the Tender Offer without offering withdrawal rights, to the extent not required by applicable law.

The Tender Offer is made to Oma Savings Bank’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Oma Savings Bank to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Oma Savings Bank’s other shareholders.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Oma Savings Bank of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Oma Savings Bank, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.

To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of Shares and will not give rise to claims on the part of any other person. It may be difficult for Oma Savings Bank’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and Oma Savings Bank are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Oma Savings Bank shareholders may not be able to sue the Offeror or Oma Savings Bank or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and Oma Savings Bank and their respective affiliates to subject themselves to a U.S. court’s judgment.

Forward-looking statements

This release contains statements that, to the extent they are not historical facts, constitute "forward-looking statements". Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.

Disclaimer

PricewaterhouseCoopers Oy is acting as financial adviser to the Offeror and no-one else in connection with this announcement. Neither PricewaterhouseCoopers Oy nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than the Offeror for providing the protections afforded to clients of PricewaterhouseCoopers Oy or for providing advice in connection with any matters referred to in this announcement.

Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.

Danske Bank A/S (acting via its Finland Branch) is acting as arranger for the benefit of the Offeror and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than the Offeror for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Tender Offer.

EY Advisory Oy is acting exclusively for Oma Savings Bank Plc and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither EY Advisory Oy nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Oma Savings Bank for providing the protections afforded to clients of EY Advisory Oy, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.