Previous authorisations

2018

Kojamo’s Extraordinary General Meeting of Shareholders held on 25 May 2018 authorised the Board of Directors to decide on a directed share issue in connection with the listing.

The maximum number of new shares issued on the basis of the authorisation is 30,000,000 and the new shares can be issued in one or more lots. The share issues can be executed in deviation from the shareholders’ pre-emptive subscription right, including offering of shares to institutional investors and to the public including the company’s personnel and the members of the Board of Directors.

The authorisation is valid until the end of next Annual General Meeting, however, no longer than until 30 June 2019. The authorisation does not cancel any other share issue authorisations.

Kojamo’s Board of Directors decided on the basis of the authorisation on 14 June 2018 to issue 17,665,039 new shares in connection with the company’s initial public offering, corresponding to approximately 7.1 per cent of the total number of outstanding shares after the initial public offering.

The Extraordinary General Meeting of Shareholders on 25 May 2018 authorised the Board of Directors to decide on the approval of the Underwriting Agreement and the Offering Circular and the submitting of the listing application to the pre-list and official list of Nasdaq Helsinki as well as to take any other necessary measures in connection with the listing.

The Extraordinary General Meeting of Shareholders on 25 May 2018 authorised the Board of Directors to decide on the repurchase of the company’s own shares. The number of own shares to be repurchased is limited to 18,163,555 shares in aggregate, however, it shall not in aggregate exceed 7 per cent of all the shares in the company calculated at the time of the repurchase. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation, and the company’s own shares can be repurchased at the price prevailing in public trading on the date of the repurchase or otherwise at the price prevailing on the market. Shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed purchase).

The authorisation is valid until the end of the next Annual General Meeting, however, no longer than until 30 June 2019.

Kojamo’s Annual General Meeting of Shareholders held on 15 March 2018 authorised the Board of Directors to resolve on one or more share issues and the issuance of special rights entitling to shares, as referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. Share issues and the issuance of special rights entitling to shares can be used to issue a maximum of 1,480,512 new Series A shares in the company, or transfer a maximum of 600,978 Series A shares currently held by the company.

The authorisation entitles the Board to derogate from the shareholders’ pre-emption right (directed share issue). A derogation may be made from the shareholders’ pre-emption right if the company has a substantial financial reason for doing so. The authorisation may be used for developing the capital structure of the company, financing real estate purchases and company acquisitions as well as enabling mergers and acquisitions or other corporate development.

The authorisation entitles the Board of Directors to decide on all other terms and conditions of share issues as well as the issuance of special rights entitling to shares. The authorisation replaces the Annual General Meeting of Shareholders authorisation of 27 March 2017.

Page updated 19 June 2019