Previous authorisations

2022

Kojamo plc’s Annual General Meeting authorised the Board of Directors on 16 March 2022 to decide on the repurchase and/or on the acceptance as pledge of an aggregate maximum of 24,714,439 of the company’s own shares according to the proposal of the Board of Directors. The proposed amount of shares corresponds to approximately 10 per cent of all the shares of the company. The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2023. The authorization cancels the authorization given to the Board of Directors by the General Meeting on 17 March 2021 to decide on the repurchase of the company’s own shares.

The Board of Directors was authorized to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act according to the proposal of the Board of Directors. The number of shares to be issued on the basis of this authorization shall not exceed an aggregate maximum of 24,714,439 shares, which corresponds to approximately 10 per cent of all the shares of the company. This authorization applies to both the issuance of new shares and the conveyance of own shares held by the Company. The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2023. The authorization cancels the authorisation given to the Board of Directors by the General Meeting on 17 March 2021 to decide on the issuance of shares as well as special rights entitling to shares.

Furthermore, the Annual General Meeting authorized the Board of Directors to resolve in its discretion on the payment of dividend as follows: The amount dividend to be paid based on the authorization shall not exceed EUR 1.00 per share. The authorization is valid until 31 December 2022. Unless the Board of Directors decides otherwise for a justified reason, the authorization will be used to pay dividend one time during the period of validity of the authorization. The company shall make separate announcement of such resolution and confirm the final record and payment dates in such announcement. The dividend to be paid based on a resolution of the Board of Directors will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the dividend record date.

2021

Kojamo plc’s Annual General Meeting authorised the Board of Directors on 17 March 2021 to decide on the repurchase and/or on the acceptance as pledge of an aggregate maximum of 24,714,439 of the company’s own shares according to the proposal of the Board of Directors. The proposed amount of shares corresponds to approximately 10 per cent of all the shares of the company. The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2022. The authorization cancels the authorization given to the Board of Directors by the General Meeting on 12 March 2020 to decide on the repurchase of the company’s own shares.

The Board of Directors was authorized to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act according to the proposal of the Board of Directors. The number of shares to be issued on the basis of this authorization shall not exceed an aggregate maximum of 24,714,439 shares, which corresponds to approximately 10 per cent of all the shares of the company. This authorization applies to both the issuance of new shares and the conveyance of own shares held by the Company. The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2022. The authorization cancels the authorisation given to the Board of Directors by the General Meeting on 12 March 2020 to decide on the issuance of shares as well as special rights entitling to shares.

2020

Kojamo plc’s Annual General Meeting authorised The Board of Directors on 12 March 2020 to decide on the repurchase and/or on the acceptance as pledge of an aggregate maximum of 24,714,439 of the company’s own shares according to the proposal of the Board of Directors. The proposed amount of shares corresponds to approximately 10 per cent of all the shares of the company. The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2021. The authorization cancels the authorization given to the Board of Directors by the General Meeting on 14 March 2019 to decide on the repurchase of the company’s own shares.

The Board of Directors was authorized to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act according to the proposal of the Board of Directors. The number of shares to be issued on the basis of this authorization shall not exceed an aggregate maximum of 24,714,439 shares, which corresponds to approximately 10 per cent of all the shares of the company. This authorization applies to both the issuance of new shares and the conveyance of own shares held by the Company. The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2021. The authorization cancels the authorisation given to the Board of Directors by the General Meeting on 14 March 2019 to decide on the issuance of shares as well as special rights entitling to shares.

2019

Kojamo plc’s Annual General Meeting authorised the Board of Directors on 14 March 2019 to decide on the repurchase and/or on the acceptance as pledge of an aggregate maximum of 24,714,439 of the company’s own shares according to the proposal of the Board of Directors. The proposed amount of shares corresponds to approximately 10 per cent of all the shares of the company. The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2020. The authorization cancels the authorization given to the Board of Directors by the Extraordinary General Meeting on 25 May 2018 to decide on the repurchase of the company’s own shares.

The Board of Directors was authorized to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act according to the proposal of the Board of Directors. The number of shares to be issued on the basis of this authorization shall not exceed an aggregate maximum of 24,714,439 shares, which corresponds to approximately 10 per cent of all the shares of the company. This authorization applies to both the issuance of new shares and the conveyance of own shares held by the Company. The authorization shall be in force until the closing of the next Annual General Meeting, however no longer than until 30 June 2020. The authorization cancels the authorisation given to the Board of Directors by the General Meeting on 15 March 2018 to decide on the issuance of shares as well as special rights entitling to shares as well as the authorization given to the Board of Directors by the Extraordinary General Meeting on 25 May 2018 to decide on the issuance of shares without payment and a directed share issue.

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 20 March 2023