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Proposals of the Shareholders’ Nomination Board of Kojamo to the Annual General Meeting

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Kojamo plc Stock Exchange Release, 16 January 2023 at 10:30 a.m. EET

Proposals of the Shareholders’ Nomination Board of Kojamo to the Annual General Meeting

The Shareholders’ Nomination Board of Kojamo plc presents the following proposals to the Annual General Meeting of Kojamo plc to be held on 16 March 2023. The proposals will also be included in the notice convening the Annual General Meeting 2023.

Proposal of the number of members, the chairman and the members of the Board of Directors

The Shareholders’ Nomination Board proposes 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). The Nomination Board proposes Mikael Aro to be elected as Chairman of the Board, 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. Presentations of the proposed new members of the Board are attached to this stock exchange release.

Matti Harjuniemi and Reima Rytsölä will leave Kojamo’s Board of Directors. Harjuniemi served the Board since 2010 and Rytsölä since 2014. They were also valuable members of both Audit and Remuneration Committees during their long careers in Kojamo’s Board of Directors. “I would like to thank Matti Harjuniemi and Reima Rytsölä for their significant contribution to the work in Kojamo’s Board”, says Chairman of the Nomination Board Arve Regland.

All candidates have consented to being elected and are independent of the company. The members are also independent of the company’s major shareholders.

The members of the Board are presented on Kojamo’s website: https://kojamo.fi/en/investors/corporate-governance/board/

Proposal of the fees of the Chairman, Vice Chairman and the members of the Board

The Shareholders’ Nomination Board proposes that the Members of the Board will be paid the following annual fees for the term ending at the conclusion 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
  • Chairman of the Audit Committee EUR 43,000.

The Members of the Board 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 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 directly on behalf of the Members of the Board. 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 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.

The Shareholders’ Nomination Board

Kojamo plc’s General Meeting established 25 May 2018 a permanent Shareholders’ Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors and remuneration of the members of the Committees of the Board of Directors to the next Annual General Meetings and, if needed, to Extraordinary General Meetings.

The Shareholders’ Nomination Board comprises representatives nominated by the three largest shareholders of the Company and the Chairman of the Board of Directors as an expert member. The Chairman of the Board of Directors shall not take part in the decision-making of the Shareholders’ Nomination Board.

The Shareholders’ Nomination Board of Kojamo plc comprises the following members:

  • Arve Regland, CFO, Fredensborg AS (Chair)
  • Jouko Pölönen, President and CEO, Ilmarinen Mutual Pension Insurance Company
  • Risto Murto, President and CEO, Varma Mutual Pension Insurance Company

For more information, please contact

Arve Regland, the Chair of the Shareholders’ Nomination Board, tel. +47 47 90 77 00

Distribution

Nasdaq Helsinki, key media

Kojamo is Finland’s largest private residential real estate company and a frontrunner in the housing business. Our mission is to create better urban housing. The Lumo brand provides environmental-friendly housing and services in Finland’s biggest growth centres. 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/

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