Notice to the Annual General Meeting of Kojamo plc
Kojamo plc Stock Exchange Release 15 February 2023 at 9.00 a.m. (EET)
Notice to the Annual General Meeting of Kojamo plc
Notice is given to the shareholders of Kojamo plc to participate in the Annual General Meeting to be held on Thursday 16 March 2023 at 10.00 a.m. (EET) in Pikku-Finlandia at Karamzininranta 4, Helsinki, Finland. The reception of participants and the distribution of ballots will commence at the meeting venue at 9.00 a.m. (EET). Shareholders and their proxy representatives may also exercise voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C: "Instructions for participants in the Annual General Meeting".
Shareholders can follow the Annual General Meeting online via webcast. Instructions for shareholders to view the Annual General Meeting via webcast can be found at the company's website at www.kojamo.fi/agm. It is not possible to ask questions, make counterproposals, ask for permission to speak, or vote via the webcast, and following the meeting via the webcast is not considered participation in the Annual General Meeting or as exercise of shareholders' rights under the Finnish Companies Act.
A. MATTERS ON THE AGENDA
The following matters will be considered at the Annual General Meeting:
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of the persons to scrutinize the minutes and to verify the counting of votes
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the voting list
6. Presentation of the Financial Statements, the report of the Board of Directors and the Auditor’s report for the financial year 2022
The CEO's review.
Financial Statements, the report of the Board of Directors and the Auditor's report are available on the company's website at www.kojamo.fi/agm as of 15 February 2023.
7. Adoption of the Financial Statements
The Board of Directors proposes that the Annual General Meeting adopt the Financial Statements for the financial year 2022.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The parent company’s distributable equity as at 31 December 2022 amounted to EUR 251,059,319.00, of which the profit for the financial year was EUR 37,110,542.36. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.39 per share be paid from the distributable funds of Kojamo plc based on the balance sheet to be adopted for the financial year 2022. Dividend shall be paid to shareholders who, on the record date of the dividend payment of 20 March 2023, are recorded in the company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend will be paid on 5 April 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the Remuneration Report for governing bodies
The Board of Directors proposes to approve the 2022 Remuneration Report for governing bodies. The Annual General Meeting's resolution on the approval of the Remuneration Report is advisory.
The Remuneration Report of the company's governing bodies is available on the company's website at www.kojamo.fi/agm as of 15 February 2023.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that members of the Board of Directors to be elected in the Annual General Meeting will be paid the following annual fees for the term ending at the close of the Annual General Meeting in 2024:
- Chairman of the Board EUR 72,500
- Vice Chairman of the Board EUR 43,000
- other members of the Board EUR 36,000 and
- Chairman of the Audit Committee EUR 43,000.
The members of the Board of Directors are paid only one annual fee according to their role so that no overlapping fees will be paid. In addition, the Nomination Board proposes that an attendance allowance of EUR 700 be paid for each meeting and an attendance allowance of EUR 700 be paid for Committee meetings as well. For the members of the Board of Directors or the members of the Committees who reside abroad and do not have a permanent address in Finland, the attendance allowance will be multiplied by two (EUR 1,400), if attending the meeting requires travelling to Finland.
The Nomination Board proposes the annual fee to be paid as company’s shares and cash so that approximately 40 per cent of the annual fee will be paid as Kojamo plc’s shares and the rest will be paid in cash. The shares will be purchased in the name and on behalf of the members of the Board of Directors. The company will pay any transaction costs and transfer tax related to the purchase of the company shares. The shares in question can’t be transferred earlier than two years from the transaction or before the term of the member of the Board of Directors has ended, depending which date is earlier. The shares shall be purchased within two weeks of the publication of Kojamo plc’s Interim Report for 1 January – 31 March 2023.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that for the term ending at the close of the Annual General Meeting in 2024, the number of the members of the Board of Directors to remain the same and to be seven (7).
13. Election of members and Chairman of the Board of Directors
The Nomination Board proposes to the Annual General Meeting Mikael Aro to be elected as Chairman of the Board of Directors, and of the current members Kari Kauniskangas, Anne Leskelä, Mikko Mursula and Catharina Stackelberg-Hammarén, and as new members Annica Ånäs and Andreas Segal to be elected as members of the Board of Directors. A presentation of the proposed new members of the Board is attached to this notice.
Matti Harjuniemi and Reima Rytsölä will leave the company's Board of Directors.
All candidates have consented to being elected and are independent of the company. The candidates are also independent of the company's major shareholders.
The members of the Board of Directors are presented on the company's website at: www.kojamo.fi/en/investors/corporate-governance/board/.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes, based on the Audit Committee's recommendation, to the Annual General Meeting that the Auditor to be elected be remunerated against a reasonable invoice approved by the company.
15. Election of Auditor
The Board of Directors proposes, based on the Audit Committee's recommendation, to the Annual General Meeting that KPMG Oy Ab, authorised public accountants, be re-elected as the company's Auditor for the term ending at the close of the next Annual General Meeting. KPMG Oy Ab has announced that it will appoint Petri Kettunen, APA, as the principally responsible auditor.
16. Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to decide on the repurchase and/or on the acceptance as pledge of the company's shares in an aggregate maximum amount of 24,714,439 shares. The proposed number of shares corresponds to approximately 10 percent of all the shares of the company.
Own shares may be repurchased on the basis of the authorisation only by using unrestricted equity. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how the shares are repurchased and/or accepted as pledge. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase).
The authorisation shall be in force until the close of the next Annual General Meeting, however, no longer than until 30 June 2024.
This authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 16 March 2022 to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares.
17. Authorising the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows:
The number of shares to be issued on the basis of the authorisation shall not exceed an aggregate maximum of 24,714,439 shares, which corresponds to approximately 10 percent of all the shares of the company. This authorisation applies to both, the issuance of new shares as well as the transfer of treasury shares held by the company.
The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorisation shall be in force until the close of the next Annual General Meeting, however, no longer than until 30 June 2024.
This authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 16 March 2022 to decide on the issuance of shares as well as special rights entitling to shares.
18. Amendment of the Articles of Association
The Board of Directors to the Annual General Meeting proposes that an addition is made to the Articles of Association to allow the Board of Directors, at their discretion, to arrange a General Meeting as a virtual meeting without a meeting venue. Among other things, the addition would allow General Meetings to be arranged in a way that can facilitate shareholder participation, for example, in the event of a pandemic or other unforeseen and exceptional circumstances. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings with equal rights to those in customary General Meetings. Pursuant to the proposal of the Board of Directors, section 8 § of the Articles of Association would read after the addition as follows (addition in italics):
"8 § Annual General Meeting
The Annual General Meeting shall be held within six (6) months from the termination of the financial year, at a date specified by the Board of Directors. The Annual General Meeting shall be held in Helsinki, Espoo or Vantaa.
The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, but no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the company’s website or at least in one national daily newspaper designated by the Board of Directors.
To be entitled to attend the General Meeting, a shareholder shall notify the company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.
The Board of Directors may decide that an annual or an extraordinary general meeting is arranged without a meeting venue in a manner whereby shareholders exercise their full decision-making powers in real time during the general meeting using telecommunications and technical means (virtual meeting)."
19. Closing of the Meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned proposals for the decisions on the agenda of the Annual General Meeting, this notice, the Financial Statements of Kojamo plc, the consolidated Financial Statements, the report of the Board of Directors and the Auditor's Report as well as the Remuneration Report are available on the company's website at www.kojamo.fi/agm. The minutes of the Annual General Meeting will be available at the above-mentioned website no later than on 30 March 2023.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the Annual General Meeting, Monday, 6 March 2023, in the shareholders' register of the company maintained by Euroclear Finland Oy is entitled to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder may participate in the Annual General Meeting also by way of proxy representation. The use of proxy representatives is described below in section C.4 and advance voting in section C.5.
2. Registration for the Annual General Meeting
Registration for the Annual General Meeting and advance voting will begin on 16 February 2023 at 9.00 a.m. (EET). A shareholder registered in the company's shareholders' register, who wishes to participate in the Annual General Meeting must register for the Annual General Meeting and, if they wish, vote in advance no later than by Wednesday, 8 March 2023 at 4.00 p.m. (EET), by which time the registration and any advance votes need to have been received.
A shareholder whose shares are registered in his/her personal book-entry account may register from 9.00 a.m. (EET) on 16 February 2023 until 4.00 p.m. (EET) on 8 March 2023 by the following means:
a. through the company's website at www.kojamo.fi/agm
Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish banking credentials or a mobile certificate.
b. by mail or email
A shareholder may send a notice to attend by mail to Innovatics Oy, Yhtiökokous
/ Kojamo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email at agm@innovatics.fi.
In connection with the registration, a shareholder is required to provide the requested information, such as name, date of birth or business ID, address, telephone number and email address as well as the name and date of birth of a possible authorised proxy representative, legal representative or assistant. The personal data given to Kojamo plc or Innovatics Oy will only be used for the purposes of the Annual General Meeting and for the processing of related registrations.
A shareholder, their possible authorised proxy representative, legal representative or assistant must be able to prove their identity and/or right of representation at the Annual General Meeting.
3. Holders of nominee registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy on the record date of the Annual General Meeting on Monday 6 March 2023. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been temporarily entered into the shareholders' register held by Euroclear Finland Oy at the latest by Monday 13 March 2023 by 10.00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the company, issuing of proxy authorisation documents and voting instructions as well as registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian shall temporarily register a holder of nominee-registered shares wishing to participate in the Annual General Meeting in the shareholders' register of the company at the latest by the time stated above. In addition, the account manager of the custodian shall, as needed, see to voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares, no later than by Monday 13 March by 10.00 a.m. (EET).
4. Proxy representatives and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights by appointing proxy representative. A proxy representative may also vote in advance in the manner described in this notice.
Proxy representatives must identify himself/herself personally to the online registration service and advance voting using strong authentication, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative shall produce a dated proxy authorisation document or otherwise demonstrate in a reliable manner their right to represent the shareholder. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorizations service.
A template for the proxy authorisation document and voting instructions will be available at the company's website at www.kojamo.fi/agm. Possible proxy authorisation documents are requested to be submitted by mail to Innovatics Oy, Yhtiökokous
/ Kojamo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email at agm@innovatics.fi before the end of the registration period (8 March 2023 at 4.00 p.m. (EET)), by which time the documents must be received.
If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative is authorised to represent the shareholder shall be identified in connection with the registration.
Shareholders that are legal entities may, as an alternative to traditional proxy authorisation documents, use the electronic Suomi.fi authorisation service for authorising their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorisations (using the authorisation topic “Representation at the General Meeting”). When registering for the Annual General Meeting in the general meeting service, authorised representatives shall identify themselves with strong electronic authentication, after which by choosing the person/entity they represent in the meeting, the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorisations.
5. Advance voting
A shareholder whose shares are registered in his/her personal book-entry account may also vote in advance on certain agenda items of the Annual General Meeting from 9.00 a.m. (EET) on 16 February 2023 until 4.00 p.m. (EET) on 8 March 2023 by the following means:
a. through the company's website at www.kojamo.fi/agm
Advance voting requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish banking credentials or a mobile certificate.
b. by mail or email
A shareholder who votes in advance by mail or email shall send the advance voting form available on the company's website at www.kojamo.fi/agm or corresponding information by mail to Innovatics Oy, Yhtiökokous / Kojamo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email at agm@innovatics.fi.
If a shareholder participates in the Annual General Meeting by submitting votes in advance by mail or email to Innovatics Oy before the deadline for registration and advance voting, the submission constitutes due registration for the Annual General Meeting, provided that the shareholder's message includes the information requested on the advance voting form required for registration.
Instructions relating to the advance voting are available on the company's website at www.kojamo.fi/agm.
Shareholders who have voted in advance who wish to exercise their right to ask questions, demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.
For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.
6. Other instructions and information
The language of the General Meeting shall be Finnish. Shareholder who is present at the Annual General Meeting has the right to ask questions with respect to the matters to be considered at the Annual General Meeting in accordance with Chapter 5 Section 25 of the Finnish Companies Act.
The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Markets Act is available at the company's website at www.kojamo.fi/agm.
On the date of this notice, 15 February 2023, the total number of shares in Kojamo plc and votes represented by such shares is 247,144,399. On the date of this notice to the Annual General Meeting, the company does not hold any of its own shares.
Changes in the number of shares held after the record date of the Annual General Meeting shall not have an effect on the right to participate the Annual General Meeting nor on the number of votes held by a shareholder in the Annual General Meeting.
Additional information on the registration and advance voting is available during the registration period of the Annual General Meeting by telephone at +358 10 2818 909 on business days during 9.00 a.m. until 12.00 noon and from 1.00 p.m. until 4.00 p.m. (EET).
In Helsinki, 15 February 2023
Kojamo plc
The Board of Directors
For more information, please contact:
Markus Kouhi, General Counsel, Kojamo plc, tel. +358 20 508 4238, markus.kouhi@kojamo.fi
Distribution:
Nasdaq Helsinki, Key media
Kojamo is Finland’s largest private residential real estate company and one of the biggest investors in Finland. Our mission is to create better urban housing. Lumo offers environmentally friendly housing and services for the city dweller who appreciates quality and effortlessness. We actively develop the value of our investment properties by developing new properties and our existing property portfolio. We want to be the property market frontrunner and the number one choice for our customers. Kojamo’s shares are listed on the official list of Nasdaq Helsinki. For more information, please visit https://kojamo.fi/en/.