Kojamo plc Stock Exchange Release 16 March 2023 at 2:00 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 16 March 2023.The Annual General Meeting adopted the Financial Statements for 2022 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, authorisations of the Board of Directors as well as amendment of the Articles of Association. The Annual General Meeting approved the Remuneration Report 2022 for the members of the Board of Directors, CEO and deputy CEO of Kojamo.
The payment of dividend
The Annual General Meeting decided that a dividend of EUR 0.39 per share be paid for the financial year 2022 as proposed by the Board of Directors. The dividend shall be paid to shareholders who on the record date of the dividend payment 20 March 2023 are recorded in the company’s shareholders’ register held by Euroclear Finland Oy. The dividend will be paid on 5 April 2023.
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. The current members Kari Kauniskangas, Anne Leskelä, Mikko Mursula and Catharina Stackelberg-Hammarén and, as new members, Annica Ånäs and Andreas Segal were elected as members of the Board of Directors.
It was decided 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 and
- 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, it was decided 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 of Directors 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.
It was decided that the annual fee will be paid as company 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 of Directors. 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 of Directors 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.
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 Petri Kettunen, 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 number 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 2024. The authorization cancels the authorization given to the Board of Directors by the General Meeting on 16 March 2022 to decide on the repurchase and/or on the acceptance as pledge 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 transfer of treasury 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 2024. The authorization cancels the authorization given to the Board of Directors by the General Meeting on 16 March 2022 to decide on the issuance of shares as well as special rights entitling to shares.
Amendment of the Articles of Association
The Annual General Meeting decided that an addition is made to the Articles of Association to allow the Board of Directors, at their discretion, to arrange a General Meeting as a virtual meeting without a meeting venue, as proposed by the Board of Directors.
Pursuant to the resolution by the Annual General Meeting, section 8 § of the Articles of Association reads as follows:
“8 § Annual General Meeting
The Annual General Meeting shall be held within six (6) months from the termination of the financial year, at a date specified by the Board of Directors. The Annual General Meeting shall be held in Helsinki, Espoo or Vantaa.
The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, but no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the company’s website or at least in one national daily newspaper designated by the Board of Directors.
To be entitled to attend the General Meeting, a shareholder shall notify the company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.
The Board of Directors may decide that an annual or an extraordinary general meeting is arranged without a meeting venue in a manner whereby shareholders exercise their full decision-making powers in real time during the general meeting using telecommunications and technical means (virtual meeting).“
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available at Kojamo’s website at www.kojamo.fi/agm at the latest on 30 March 2023.
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 16 March 2023. 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), Mikko Mursula, Kari Kauniskangas and Annica Ånäs were elected as members of the Audit Committee.
Mikael Aro (Chairman), Andreas Segal and Catharina Stackelberg-Hammarén were elected as members of the Remuneration Committee.
For more information
Markus Kouhi, General Counsel, Kojamo plc, markus.kouhi@kojamo.fi, tel. +358 20 508 4238
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 living. 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