[Editor's Note] The following is the translation of the news article itself.
S- Bank Plc will initiate the redemption process for the remaining minority shares of Oma Savings Bank Plc.
OMA SAVINGS BANK PLC Exchange Announcement, October 8, 2026, 17:35 ( EEST )
On July 9, 2026, S- Bank Plc ("S-Bank" or "Offeree") announced its intention to acquire all the issued and outstanding shares of Oma Savings Bank Plc ("Oma Savings Bank") that are not held by Oma Savings Bank or its subsidiaries, through a voluntary cash tender offer (hereinafter referred to as the "Tender Offer"). The Offeree has published a tender offer document dated July 16, 2026, as well as supplementary documents dated August 14, August 31, September 7, and September 16, 2026. The acceptance period for this Tender Offer commenced at 9:30 a.m. on July 17, 2026, Finnish time, and concluded at 4:00 p.m. on September 25, 2026, Finnish time. On October 1, 2026, at 9:30 a.m. Finnish time, the Offeree initiated a subsequent acceptance period in accordance with the terms and conditions of the Tender Offer, which will expire at 4:00 p.m. on October 22, 2026, Finnish time.
The offeror has informed Oma Savings Bank that, with the completion of the tender offer, and in conjunction with the shares already acquired during the tender offer period, the offeror currently holds approximately 96.79% of all issued and outstanding shares and voting rights of Oma Savings Bank (excluding treasury shares). Therefore, in accordance with Article 1 of Chapter 18 of the Finnish Limited Liability Companies Act, the offeror has the right to redeem the shares held by other shareholders at a fair price.
The offeree has decided to exercise its right of redemption under the Finnish Limited Liability Companies Act to repurchase all the remaining shares held by other shareholders of Oma Savings Bank. In order to carry out the redemption of the remaining shares, the offeree will initiate arbitration proceedings as soon as possible, in accordance with the provisions of the Finnish Limited Liability Companies Act. During this redemption process, the offeree will request that the redemption price for the remaining shares be set at 17.20 euros per share, which is the same price offered by the offeree in the tender offer under the terms and conditions of the offer.
According to the notice from the offeror, any transfer tax that may be incurred in Finland due to the redemption of Oma Savings Bank shares, as well as the costs and expenses arising from the registration in the accounting system during the redemption process, shall be borne by the offeror.
The offeror also intends to apply, at the earliest time permitted by applicable laws and regulations and Nasdaq Helsinki rules and as reasonably feasible, to delist the shares of Oma Savings Bank from the regulated market of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). The offeror retains the right to acquire the shares during the public trading on Nasdaq Helsinki or in any other manner permitted by applicable laws and regulations on or after the date of this announcement.
More information regarding the redemption process will be sent to the remaining shareholders of Oma Savings Bank in due course.
Additional information:
Oma Savings Bank Plc
Carl Pettersson, Vice Chairman of the Board of Directors. For interview requests, please contact the Chief Communications Officer.
Karri Alameri, CEO. For interview requests, please contact the Chief Communications Officer.
Pirjetta Soikkeli, Chief Communications Officer, Phone: +358 40 7500 093, pirjetta.soikkeli @ omasp.fi
S- Bank Plc
Riikka Laine - Tolonen, CEO. For interview requests, please contact the communications department.
Tiina Nurmi, Chief Communications Officer, Phone: +358 10 768 1689, tiina.2.nurmi @ s-pankki.fi
S- Bank Communications, Phone: +358 10 767 9300, viestinta @ s-pankki.fi
Information regarding tender offers can be found at: www.s-pankki.fi / tenderoffer.
About Oma Savings Bank
Oma Savings Bank is a Finnish bank with sufficient capital and good profitability. It serves over 200,000 individual and corporate customers through 48 branches across Finland as well as digital channels, and employs approximately 600 professionals. Oma Savings Bank focuses primarily on retail banking services and offers a variety of banking products to its customers, such as credit, investment, and loan protection products, through its own balance sheet and products of intermediary partners. Oma Savings Bank is also engaged in mortgage banking. Its core goal is to provide customers with a first-class experience through personalized services and convenient accessibility both in digital and traditional channels. The shares of Oma Savings Bank are listed on the regulated market operated by Nasdaq Helsinki.
About S-Bank
S-Bank is a bank with ample capital and is also part of the domestic S Group. S-Bank was initially established as a cooperative bank with the mission of ensuring that everyone has the opportunity to acquire more wealth. S-Bank provides customers with banking, financing, and wealth management services, as well as engages in mortgage banking operations. By the end of 2025, S-Bank had over 3.4 million customers, of which 858,000 were active customers. S-Bank's strategy is to increase the number of active customers and to focus its banking services on S-Bank's customer base, while offering greater convenience and higher returns through a service model that combines digital and human services. S-Bank employs approximately 1,200 professionals.
Important Information
This announcement shall not be published or distributed in whole or in part, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa, or in any other jurisdiction where the law prohibits tender offers.
This announcement is not an offer document and therefore does not constitute an offer to sell or an invitation to purchase. In particular, this announcement is not an offer to sell any of the securities described herein, nor is it a solicitation of offers to purchase such securities, and it does not constitute an extended tender offer in Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa. Investors may only accept this tender offer for the shares based on the information provided in the offer document. No offer may be made directly or indirectly in any jurisdiction where making an offer or participating in an offer is prohibited by law, or where additional documents, registration, or other requirements are required, except in Finland where such measures have already been taken.
This tender offer will not be conducted directly or indirectly in any jurisdiction where it is prohibited by law; moreover, after the release of the tender offer documents, the relevant acceptance forms shall not and may not be distributed, forwarded, or transmitted to any jurisdiction where it is prohibited by law or regulation. In particular, this tender offer will not be conducted directly or indirectly within Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa, nor through the postal services of these countries/regions, nor through any interstate or foreign commercial communication means or tools (including but not limited to fax, telex, telephone, or the Internet), nor through any national stock exchange facilities. Any such use, means, or tools, or any acceptance made within Australia, Canada, Hong Kong, Japan, New Zealand, or South Africa, shall not constitute an acceptance of this tender offer; any so-called acceptance that results from a violation of these restrictions is invalid.
This exchange announcement is prepared in accordance with Finnish law, Nasdaq Helsinki rules, and the Helsinki Takeover Code. The information disclosed may differ from that in announcements prepared under the laws of jurisdictions other than Finland.
Information about Oma Savings Bank shareholders within the United States
Shareholders within the United States who hold Oma Savings Bank should note that these shares are not listed on any U.S. stock exchanges, and Oma Savings Bank is not subject to the periodic reporting requirements of the revised Securities Exchange Act of 1934 ("Exchange Act"). Furthermore, Oma Savings Bank is not required to submit any reports to the U.S. Securities and Exchange Commission ("SEC"), nor has it done so.
This tender offer is directed at the issued and outstanding shares of Oma Savings Bank, which is registered in Finland, and is subject to Finnish information disclosure and procedural requirements. In the United States, this tender offer is conducted in accordance with Section 14(e) of the Exchange Act and Rule 14E, and qualifies for the “Tier I” tender offer exemption provided by Rule 14d-1(c) of the Exchange Act. Additionally, it complies with Finnish legal requirements regarding information disclosure and procedures in other aspects, including the tender offer schedule, settlement procedures, withdrawal, condition exemptions, and payment timing, which differ from U.S. regulations. Notably, the financial information contained in this announcement is prepared in accordance with Finnish accounting standards and may not be comparable to the financial statements or financial information of U.S. companies.
It should be noted that in tender offers governed by Finnish law, the ability of the tenderer to exempt certain conditions of the tender offer (both during and after the acceptance period), as well as the ability of shareholders to withdraw their acceptance, differs from that in tender offers governed by American law. It is recommended that American shareholders consult their own advisors regarding such tender offers. In particular, within the scope not required by applicable law, the tenderer may exempt certain conditions of the tender offer without providing a right to withdraw.
This tender offer is made to the Oma Savings Bank shareholders residing in the United States under the same terms and conditions as those offered to all other tendered shareholders. Any information documents, including this announcement, shall be disseminated to U.S. shareholders in a manner comparable to that provided to the other shareholders of Oma Savings Bank.
To the extent permitted by applicable laws or regulations, from the date of this exchange's announcement and throughout the duration of the tender offer, the tenderer and its affiliates, or their brokers and the brokers' affiliates (acting as agents for the tenderer or its affiliates), may from time to time, in addition to the tender offer, purchase or arrange for the purchase of shares or any securities that can be converted into, exchanged for, or exercised as shares, directly or indirectly. Such purchases may occur on the public market at the then current market price, or in private transactions at negotiated prices. If information regarding such purchases or purchase arrangements is disclosed publicly in Finland, it will be disclosed to the US shareholders of Oma Savings Bank through press releases or other reasonable means. In addition, the tenderer's financial advisors may also trade Oma Savings Bank securities as part of normal business operations, which may include purchasing or arranging for the purchase of such securities. If Finnish law requires it, any information related to such purchases will be disclosed publicly in Finland in accordance with Finnish legal requirements.
Neither the SEC nor any state securities commission in the United States has approved or rejected this tender offer, nor has it made a judgment regarding the merits or fairness of this tender offer, nor has it expressed any opinion on the sufficiency, accuracy, or completeness of the disclosures related to this tender offer. Any contrary statement in the United States constitutes a criminal offense.
U.S. holders who receive cash in exchange for accepting the tender offer may constitute a taxable transaction under U.S. federal income tax laws and may be subject to applicable U.S. state, local, as well as foreign and other tax laws. It is recommended that each shareholder consult their independent professional advisor immediately regarding the tax and other consequences of accepting this tender offer.
To the extent that the tender offer is subject to U.S. securities laws, these laws apply only to U.S. holders and do not create any claims for anyone else. Since the tenderer and Oma Savings Bank are located in jurisdictions outside of the United States, and some or all of their executives and directors may reside in such jurisdictions, it may be difficult for shareholders of Oma Savings Bank to exercise their rights under U.S. federal securities laws or to file any claims. Shareholders of Oma Savings Bank may not be able to sue the tenderer or Oma Savings Bank, or their respective executives or directors, in non-U.S. courts for violations of U.S. federal securities laws. It may also be difficult for the tenderer and Oma Savings Bank and their respective affiliates to comply with judgments of U.S. courts.
Forward-looking statements
The statements contained in this announcement, unless they are historical facts, constitute “forward-looking statements.” Forward-looking statements include statements regarding plans, expectations, projections, objectives, indicators, purposes, strategies, future events, future revenue or performance, capital expenditures, financing needs, merger and acquisition plans or intentions, competitive advantages and disadvantages, financial condition-related plans or objectives, future operations and development, business strategies, as well as industry trends and political and legal environments, which are non-historical information. In some cases, these statements can be identified by forward-looking language such as “believes,” “intends,” “may,” “will,” “should,” or their negative forms and similar expressions. Forward-looking statements inherently involve inherent risks, uncertainties, and assumptions, whether general or specific, and there is a risk that such predictions, estimates, outlooks, and other forward-looking statements may not materialize. In light of these risks, uncertainties, and assumptions, investors are cautioned not to rely excessively on such forward-looking statements. Any forward-looking statements contained in this document are only valid as of the date of issuance of this announcement.
Disclaimer
PricewaterhouseCoopers Oy This announcement is made solely in the capacity of the financial advisor to the offeror and does not represent any other party. PricewaterhouseCoopers Oy and its related parties, as well as their respective partners, directors, executives, employees, or agents, are only liable to the offeror and shall not be responsible for providing protection to any other person or for offering advice regarding the matters covered in this announcement for the clients of PricewaterhouseCoopers Oy.
Danske Bank A /S It is authorized to operate in accordance with Danish banking law and is regulated by the Danish Financial Supervisory Authority. Danske Bank A /S is a privately held limited liability company registered in Denmark, with its headquarters located in Copenhagen, and is registered in the Danish Business Register under the number 61126228.
Danske Bank A /S, through its Finnish branch, acts as the arranger, providing services for the benefit of the offeror and only in relation to these materials or their content. Danske Bank A /S does not assume any responsibility to protect customers other than the offeror or to provide advice regarding matters pertaining to these materials. Without limiting any person's liability for fraud, Danske Bank A /S and any of its affiliates, as well as their respective directors, executives, representatives, employees, consultants, or agents, shall not be liable to any other person (including but not limited to any recipient) regarding this tender offer.
EY Advisory Oy represents only Oma Savings Bank Plc and shall act in respect of the tender offer and the matters stated in this announcement. EY Advisory Oy and its affiliates, as well as their respective partners, directors, executives, employees, or agents, are only liable to Oma Savings Bank and shall not be liable to any other person for providing protection to EY Advisory Oy customers or for providing advice regarding the tender offer or any matters or arrangements described in this announcement.
