Stock exchange releases
Kojamo plc Stock Exchange Release 14 March 2019 at 1:20 p.m. (EET)
Resolutions of Kojamo plc’s Annual General Meeting and the organizing meeting of the Board of Directors
Kojamo plc’s Annual General Meeting was held in Helsinki today on 14 March 2019. The Annual General Meeting adopted the Financial Statements for 2018 and discharged the members of the Board of Directors and the CEO from liability. Additionally, the Annual General Meeting decided on the payment of dividend; the number, remuneration and composition of the members of the Board of Directors; the election of the auditor and its fees as well as authorisations of the Board.
The payment of dividend
The Annual General Meeting decided that a dividend of EUR 0.29 per share be paid for the financial year 2018 as proposed by the Board of Directors. Dividend shall be paid to shareholders who on the record date of the dividend payment 18 March 2019 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on 2 April 2019.
The composition and remuneration of the Board of Directors
The Annual General Meeting decided that the number of the members of the Board of Directors to remain the same and to be seven (7) as proposed by the Shareholders’ Nomination Board. Mikael Aro was elected as Chairman of the Board as a new member. Heli Puura was elected as a new member and the current members Mikko Mursula, Matti Harjuniemi, Anne Leskelä, Minna Metsälä and Reima Rytsölä were elected as members of the Board of Directors.
It was decided that the fees of the Board remain the same as for the ending term and 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 2020:
- Chairman of the Board EUR 60,000
- Vice Chairman of the Board EUR 36,000
- Other Members of the Board EUR 30,000
- Chairman of the Audit Committee EUR 36,000
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, it was decided that an attendance allowance of EUR 600 be paid for each meeting and an attendance allowance of EUR 600 be paid for Committee meetings as well.
As a new remuneration practice, 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 2019.
Election and remuneration of the Auditor
It was decided that KPMG Oy Ab, authorised public accountants, be elected as the company’s Auditor. KPMG Oy Ab has announced that it will appoint Esa Kailiala, APA, as the principally responsible auditor. It was decided that the Auditor’s fees be paid according to the Auditor’s reasonable invoice approved by the company.
Authorizations of the Board of Directors
The Board of Directors was authorized 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.
The minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available at Kojamo’s website at kojamo.fi/en/investors/corporate-governance/annual-general-meeting/ at the latest on 28 March 2019.
The Vice Chairman of the Board and composition of the Board committees
Kojamo plc’s Board of Directors held its organizing meeting after the Annual General Meeting on 14 March 2019. In the organizing meeting, the Board of Directors elected the Vice Chairman of the Board and the members of the Audit Committee and the Remuneration Committee amongst its members.
Mikko Mursula was elected as the Vice Chairman of the Board of Directors.
Anne Leskelä (Chairman), Matti Harjuniemi, Mikko Mursula and Heli Puura were elected as members of the Audit Committee.
Mikael Aro (Chairman), Minna Metsälä and Reima Rytsölä were elected as members of the Remuneration Committee.
For more information:
Maija Hongas, Manager, Investor Relations, Kojamo Plc, firstname.lastname@example.org tel. +358 20 508 3004
Kristiina Niemi, Corporate Counsel, Kojamo plc, email@example.com, tel. +358 20 508 3570
Nasdaq Helsinki, Key media
Kojamo is Finland’s largest private residential real estate company and a frontrunner in the rental housing business. Our mission is to create better urban housing. We operate in Finland’s most significant growth centres and our Lumo brand provides rental housing and new services for urban housing with 50 years of experience. We actively develop the value and number 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 kojamo.fi/en/