Kojamo plc Stock Exchange Release 17 February 2022 at 9:00 a.m. EET
Notice to 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 Wednesday 16 March 2022 at 10.00 a.m. (Finnish time) in Sanomatalo at Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. Shareholders of the company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders to participate in the Annual General Meeting are presented in this notice under section C “Instructions for participants in the Annual General Meeting”.
The Board of Directors of the company has resolved on the exceptional procedure for the meeting based on the temporary legislative act to limit the spread of the COVID-19 pandemic (375/2021), which entered into force on 8 May 2021. The company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the company’s shareholders, personnel and other stakeholders.
Shareholders can view the Annual General Meeting via an online video stream. Instructions for shareholders to view the meeting via the online video stream are presented in this notice under section C “Instructions for participants in the Annual General Meeting”. Viewing the meeting via the video stream does not constitute participation in the Annual General Meeting.
Immediately after the Annual General Meeting, the company will hold a separate one-hour online Q&A session where shareholders can present questions to management. Shareholders are requested to take into consideration that the Q&A session is not part of the Annual General Meeting and questions presented in it are not questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act must therefore be presented in advance. More information on both presenting questions in advance and participating in the virtual Q&A session are presented in this notice under section C “Instructions for participants in the Annual General Meeting”.
A. MATTERS ON THE AGENDA FOR THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the Meeting
2. Calling the Meeting to order
The Chair of the Annual General Meeting will be Antti Ihamuotila, attorney-at-law. In case Antti Ihamuotila would not be able to act as the Chair of the Annual General Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair.
3. Election of the person to scrutinize the minutes and to verify the counting of votes
The person to scrutinize the minutes and to verify the counting of votes will be Markus Kouhi, General Counsel. In case Markus Kouhi would not be able to act as the person to scrutinize the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the voting list
Shareholders who have voted in advance during the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded as having been represented at the meeting. The voting list will be adopted according to the information provided by Euroclear Finland Ltd and Innovatics Ltd.
6. Presentation of the Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2021
The CEO’s review.
As participation in the Annual General Meeting is possible only in advance, the Financial Statements, the report of the Board of Directors and the Auditor’s report published by the company on 17 February 2022, which are available on the company‘s website https://www.kojamo.fi/agm, will be deemed to have been presented to the Annual General Meeting.
7. Adoption of the Financial Statements
The Board of Directors proposes that the Annual General Meeting adopt the Financial Statements.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend and authorizing the Board of Directors to decide on distribution of dividend
On 31 December 2021, the parent company’s distributable funds amounted to EUR 308,426,117.35, of which EUR 45,050,838.39 was profit for the financial year. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.38 per share be paid from the distributable funds of Kojamo plc based on the balance sheet to be adopted for the financial year 2021. Dividend shall be paid to shareholders who on the record date of the dividend payment of 18 March 2022 are recorded in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend will be paid on 5 April 2022.
The Board of Directors further proposes that the Board of Directors be authorized 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.
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
As participation in the Annual General Meeting is possible only in advance, the Remuneration Report 2021 for the members of the Board of Directors, CEO and deputy CEO of Kojamo, published by way of a stock exchange release on 17 February 2022, describing the implementation of the company’s Remuneration Policy and presenting the information on the remuneration of the company’s governing bodies for the financial period 2021, and which is available on the company’s website https://www.kojamo.fi/agm, is deemed to have been presented to the Annual General Meeting. The Annual General Meeting’s resolution on the approval of the Remuneration Report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that Members of the Board 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 2023:
- Chairman of the Board EUR 69,000
- Vice Chairman of the Board EUR 41,500
- other Members of the Board EUR 35,000 and
- Chairman of the Audit Committee EUR 41,500.
The Members of the Board are paid only one annual fee according to their role so that no duplicative fees will be paid. In addition, the Nomination Board proposes that an attendance allowance of EUR 600 be paid for each meeting and an attendance allowance of EUR 600 be paid also for Committee meetings.
The Nomination Board proposes the annual fee to be paid as the 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. The company will pay any transaction costs 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 2022.
12. Resolution on the number of 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 2023, 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 Mikael Aro to be elected as Chairman of the Board, and the current members Matti Harjuniemi, Anne Leskelä, Mikko Mursula, Reima Rytsölä and Catharina Stackelberg-Hammarén and, as a new member, Kari Kauniskangas to be elected as members of the Board of Directors. A presentation of the proposed new member of the Board is attached to this notice.
Minna Metsälä will leave Kojamo’s Board of Directors.
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/.
14. Resolution on the remuneration of the Auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the Auditor’s fees be paid according to the Auditor’s reasonable invoice approved by the company.
15. Election of Auditor
Based on the recommendation of the Audit Committee, the Board of Directors proposes 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 Esa Kailiala, 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 that the Annual General Meeting authorises the Board of Directors 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. The proposed amount of shares corresponds to approximately 10 per cent of all the shares of the company.
Own shares may be repurchased on the basis of this authorisation only by using unrestricted equity. Own shares can be repurchased at a price formed in trading on a regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors is entitled to decide how 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 2023.
The authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 17 March 2021 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 that the Annual General Meeting authorises the Board of Directors 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 as follows:
The number of shares to be issued on the basis of this authorisation 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 authorisation applies to both the issuance of new shares and the conveyance of own shares held by the company.
The Board of Directors is entitled to decide 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 2023.
The authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 17 March 2021 to decide on the issuance of shares as well as special rights entitling to shares.
18. Closing of the Meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The 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 https://www.kojamo.fi/agm. The minutes of the Annual General Meeting will be available at the above-mentioned website at the latest on 30 March 2022.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE ANNUAL GENERAL MEETING
In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be organised so that the shareholders and their proxies are not allowed to be physically present at the Annual General Meeting venue. Shareholders and their proxies can participate in the Annual General Meeting and use their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in the manner instructed below.
Shareholders and their proxies cannot participate in the Annual General Meeting through real-time telecommunications either, but shareholders, who have registered for the meeting, may follow the Annual General Meeting through a personal link to be provided after the registration period and the record date. A video link and password to follow the meeting online will be sent by email and as a text message to the email address and phone number provided in connection with the registration. Following the meeting via the video stream is possible only for shareholder, who are registered as shareholders of the company on the record date of the Annual General Meeting. Following the meeting via the video stream does not constitute participation in the Annual General Meeting. The voting list of the Annual General Meeting and the resolutions to be adopted by the Annual General Meeting shall be made based solely on the advance voting.
After the Annual General Meeting, the company will hold a virtual Q&A session, where shareholders can present questions online. Shareholders are requested to take into consideration that the Q&A session is not part of the Annual General Meeting and questions presented in it are not questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act must therefore be presented in advance according to the instructions below.
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the Annual General Meeting, Friday 4 March 2022, in the shareholders’ register of the company maintained by Euroclear Finland Ltd 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. Shareholders cannot participate in the Annual General Meeting by any other means than voting in advance in the manner instructed below as well as by submitting counterproposals and asking questions in advance.
2. Registration and advance voting
Registration for the Annual General Meeting and advance voting will begin on 23 February 2022 at 10.00 a.m. EET following the deadline for submitting counterproposals. A shareholder registered in the company’s shareholders’ register, who wishes to participate in the Annual General Meeting by voting in advance, must register for the Annual General Meeting and vote in advance no later than by 9 March 2022 at 4.00 p.m. EET by which time the registration and votes need to have been received.
When registering, the shareholders are requested to provide information such as the name, personal identification number and contact details of the shareholder. The personal data given by the shareholder to Kojamo plc and Innovatics Ltd will be used only in connection with the Annual General Meeting and with the processing of related registrations.
A shareholder, who has a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the Annual General Meeting from 10.00 a.m. EET on 23 February 2022 until 4.00 p.m. EET on 9 March 2022 by the following means:
a. through the website at https://www.kojamo.fi/agm
Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by a Finnish or Swedish bank ID or 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 https://www.kojamo.fi/agm or corresponding information to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Kojamo plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi.
If the shareholder participates in the Annual General Meeting by sending the votes in advance by mail or email to Innovatics Ltd, the submission of the advance votes before the end of the registration and advance voting period constitutes 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 https://www.kojamo.fi/agm. Additional information on the registration and advance voting is available during the registration period 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.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and use his/her rights by proxy. The proxy representative of a shareholder may participate in the Annual General Meeting only by voting in advance on behalf of the shareholder in the manner instructed above.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder that they represent. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorizations service which is in use in the online registration service.
Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
A template for proxy document and voting instructions will be available on the company’s website https://www.kojamo.fi/agm at the latest on 23 February 2022, when the advance voting period begins. Possible proxy documents should be delivered to Innovatics Ltd by mail to Innovatics Ltd, Annual General Meeting / Kojamo plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the end of the registration period (9 March 2022 at 4.00 p.m. EET), by which time the documents must be received by Innovatics Ltd.
4. 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 on the record date of the Annual General Meeting on Friday 4 March 2022, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by Friday 11 March 2022 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, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall temporarily register a holder of nominee-registered shares into the shareholders’ register of the company at the latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares, no later than by Friday 11 March 2022 at 10.00 a.m. EET.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the company have a right to make a counterproposal concerning the items on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals are required to be sent to the company by email to agm@kojamo.fi no later than by 22 February 2022 at 12.00 noon EET. In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the Annual General Meeting, advance votes in favor of the proposal will not be taken into account. The company will publish possible counterproposals to be put to a vote on the company’s website https://www.kojamo.fi/agm by no later than 23 February 2022.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Annual General Meeting. Such questions must be sent by email to agm@innovatics.fi or by mail to Innovatics Ltd, Annual General Meeting / Kojamo plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland by no later than 2 March 2022 at 4.00 p.m. EET. Such questions from shareholders, the company’s management’s answers to them, and any counterproposals that have not been placed for a vote are available on the company’s website https://www.kojamo.fi/agm on 7 March 2022 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.
Information on the Annual General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the company’s website https://www.kojamo.fi/agm.
On the date of this notice, 17 February 2022, 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.
In Helsinki, 17 February 2022
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/