Notice to the Annual General Meeting of Kojamo plc

PR Newswire

Thu, Feb 13, 2025, 12:32 AM 18 min read

Notice is given to the shareholders of Kojamo plc to participate in the Annual General Meeting to be held on Thursday 13 March 2025 at 10.00 a.m. (EET) in Kojamo's headquarters at Mannerheimintie 168a, 00300 Helsinki, Finland. The reception of participants and the distribution of ballots will commence at the meeting venue at 9.00 a.m. (EET). Shareholders and their proxy representatives may also exercise voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C: 'Instructions for participants in the Annual General Meeting'.

Shareholders can follow the Annual General Meeting online via a webcast. Instructions for shareholders to view the Annual General Meeting via the webcast can be found on the company's website at www.kojamo.fi/agm. It is not possible to ask questions, make counterproposals, ask for permission to speak, or vote via the webcast, and following the meeting via the webcast is not considered participation in the Annual General Meeting or as exercise of shareholders' rights under the Finnish Companies Act.

A. MATTERS ON THE AGENDA

The following matters will be considered at the Annual General Meeting:

1. Opening of the Meeting

2. Calling the Meeting to order

3. Election of the persons to scrutinize the minutes and to verify the counting of votes

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and adoption of the voting list

6. Presentation of the Financial Statements, the report of the Board of Directors and the Auditor's report for the financial year 2024

The CEO's review.

The Financial Statements, the report of the Board of Directors and the Auditor's report are available on the company's website at www.kojamo.fi/agm.

7. Adoption of the Financial Statements

The Board of Directors proposes that the Annual General Meeting adopt the Financial Statements for the financial year 2024.

8. Resolution on the use of the profit/loss shown on the balance sheet and the payment of dividend

The parent company's distributable equity on 31 December 2024 amounted to EUR 155,176,224.36, of which the loss for the financial year was EUR -645,904.19. The Board of Directors proposes to the Annual General Meeting that no dividend be paid based on the balance sheet to be adopted for the financial year 2024.

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

The Board of Directors proposes to approve the 2024 Remuneration Report for governing bodies. The Annual General Meeting's resolution on the approval of the Remuneration Report is advisory.

The Remuneration Report for the company's governing bodies is available on the company's website at www.kojamo.fi/agm.

11. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that the members of the Board of Directors to be elected at the Annual General Meeting be paid the following annual fees for the term ending at the close of the Annual General Meeting in 2026:

Chairman of the Board EUR 76,000,
Vice Chairman of the Board EUR 45,000,
other members of the Board EUR 38,000, and
Chairmen of the Board's Committees EUR 45,000.

The members of the Board of Directors are paid only one annual fee according to their role so that no overlapping fees will be paid. In addition, the Nomination Board proposes that an attendance allowance of EUR 700 be paid for each Board meeting and an attendance allowance of EUR 700 be paid for each Committee meeting 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.

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 of Directors. The company is responsible for the costs arising from the acquisition 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 2025.

12. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that for the term ending at the close of the Annual General Meeting in 2026, the number of members of the Board of Directors remain the same and be seven (7).

13. Election of members and Chairman of the Board of Directors

The Shareholder's Nomination Board proposes to the Annual General Meeting that Mikael Aro be elected as Chairman of the Board, and the current members Kari Kauniskangas, Anne Koutonen, Mikko Mursula, Veronica Lindholm, Andreas Segal and Annica Ånäs be re-elected as members of the Board of Directors.

All candidates have consented to being elected and are independent of the company. The candidates are also independent of the company's major shareholders.

The members of the Board of Directors are presented on the company's website at: www.kojamo.fi/en/investors/corporate-governance/board/.

14. Resolution on the remuneration of the Auditor

The Board of Directors proposes, based on the Audit Committee's recommendation, to the Annual General Meeting that the Auditor to be elected be remunerated against a reasonable invoice approved by the company.

15. Election of Auditor

The Board of Directors proposes, based on the Audit Committee's recommendation, 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 Petri Kettunen, APA, as the principally responsible auditor.

16. Resolution on the remuneration of the sustainability reporting assurance provider

The Board of Directors proposes, based on the Audit Committee's recommendation, to the Annual General Meeting that the sustainability reporting assurance provider to be elected be remunerated against a reasonable invoice approved by the company.

17. Election of the sustainability reporting assurance provider

The Board of Directors proposes, based on the Audit Committee's recommendation, to the Annual General Meeting that KPMG Oy Ab be elected as the company's sustainability reporting assurance provider for the term ending at the close of the next Annual General Meeting. KPMG Oy Ab has notified that Petri Kettunen, ASA, would act as the key sustainability partner.

18.A. 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 to the Annual General Meeting that the Board of Directors be authorised to decide on the repurchase and/or on the acceptance as pledge of the company's shares in an aggregate maximum amount of 24,714,439 shares. The proposed number of shares corresponds to approximately 10 percent of all the shares of the company.

Own shares may be repurchased on the basis of the authorisation only by using unrestricted equity. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how the 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 2026.

This authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 14 March 2024 to decide on the repurchase and/or on the acceptance as pledge of the company's own shares.

18.B. A shareholder proposal on authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares

Shareholders Brummer Multi-Manager Fund Limited and Brummer Multi-Strategy Cayman Master Ltd who together own approximately two million (0.8%) shares in the Company propose to the Annual General Meeting that the Board of Directors be authorised to decide on the repurchase and/or on the acceptance as pledge of the company's shares in an aggregate maximum amount of 61,786,100 shares. The proposed number of shares corresponds to approximately 25 percent of all the shares of the company. Other than the number of shares, the proposal is made on the same terms as proposal 18.A.

19. 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 to the Annual General Meeting that the Board of Directors be authorised to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows:

The number of shares to be issued on the basis of the authorisation shall not exceed an aggregate maximum of 24,714,439 shares, which corresponds to approximately 10 percent of all the shares of the company. This authorisation applies to both, the issuance of new shares as well as the transfer of treasury shares held by the company.

The Board of Directors decides 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 2026.

This authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 14 March 2024 to decide on the issuance of shares as well as special rights entitling to shares.

20. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned 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, and the Remuneration Report are available on the company's website at www.kojamo.fi/agm. The minutes of the Annual General Meeting will be available at the above-mentioned website no later than on 27 March 2025.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on the record date of the Annual General Meeting, Monday, 3 March 2025, in the shareholders' register of the company maintained by Euroclear Finland Oy, is entitled to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account (including equity savings account), is registered in the shareholders' register of the company. A shareholder may participate in the Annual General Meeting also by way of proxy representation or by voting in advance. The use of proxy representatives is described below in section C.4 and advance voting in section C.5.

2. Registration for the Annual General Meeting

Registration for the Annual General Meeting and advance voting will begin on Friday, 14 February 2025 at 9.00 a.m. (EET). A shareholder registered in the company's shareholders' register, who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting and, if they wish, vote in advance no later than by Thursday, 6 March 2025 at 4.00 p.m. (EET), by which time the registration and any advance votes must be received.

A shareholder whose shares are registered in his/her personal book-entry account may register from 9.00 a.m. (EET) on 14 February 2025 until 4.00 p.m. (EET) on 6 March 2025 by the following means:

a. through the company's website at www.kojamo.fi/agm

Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish banking credentials or a mobile certificate.

b. by mail or email

A shareholder may send a notice to attend by mail to Innovatics Oy, Yhtiökokous / Kojamo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi.

In connection with the registration, a shareholder is required to provide the requested information, such as their name, date of birth or business ID, address, telephone number and email address as well as the name and date of birth of a possible authorised proxy representative, legal representative or assistant. The personal data given to Kojamo plc or Innovatics Oy will only be used for the purposes of the Annual General Meeting and for the processing of related registrations. Shareholders registering for the Annual General Meeting by email or regular mail are recommended to use the registration and advance voting form available on the company's website for the registration and possible advance voting.

A shareholder, their possible authorised proxy representative, legal representative or assistant must be able to prove their identity and/or right of representation at the Annual General Meeting.

3. 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 would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy on the record date of the Annual General Meeting on Monday, 3 March 2025. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been temporarily entered into the shareholders' register held by Euroclear Finland Oy at the latest by Monday 10 March 2025 by 10.00 a.m. (EET). For 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, issuing of proxy authorisation documents and voting instructions as well as registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian shall temporarily register a holder of nominee-registered shares wishing to participate in the Annual General Meeting in the shareholders' register of the company at the latest by the time stated above. In addition, the account manager of the custodian shall, as needed, see to voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares, i.e., no later than by Monday 10 March 2025 by 10.00 a.m. (EET).

4. Proxy representatives and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their rights by appointing a proxy representative. Also, a proxy representative may vote in advance in the manner described in this notice.

Proxy representatives must identify himself/herself personally to the online registration service and advance voting using strong authentication, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative shall produce a dated proxy authorisation document or otherwise demonstrate in a reliable manner their right to represent the shareholder. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorizations service.

A template for the proxy authorisation document and voting instructions is available on the company's website at www.kojamo.fi/agm. Possible proxy authorisation documents are requested to be submitted by mail to Innovatics Oy, Yhtiökokous / Kojamo Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email at agm@innovatics.fi before the end of the registration period (6 March 2025 at 4.00 p.m. (EET)), by which time the documents must be received.

If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative is authorised to represent the shareholder shall be identified in connection with the registration.

5. Advance voting

A shareholder whose shares are registered in his/her personal book-entry account (including equity savings account) may also vote in advance on certain agenda items of the Annual General Meeting from 9.00 a.m. (EET) on 14 February 2025 until 4.00 p.m. (EET) on 6 March 2025 by the following means:

a. through the company's website at www.kojamo.fi/agm

Advance voting requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish banking credentials or a mobile certificate.

b. by mail or email

A shareholder who votes in advance by mail or email shall send the registration and advance voting form available on the company's website at www.kojamo.fi/agm or corresponding information by mail to Innovatics Oy, Yhtiökokous / Kojamo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email at agm@innovatics.fi.

If a shareholder participates in the Annual General Meeting by submitting votes in advance by mail or email to Innovatics Oy before the deadline for registration and advance voting, the submission constitutes due registration for the Annual General Meeting, provided that the shareholder's message includes the information required for the registration, as mentioned above in section C.1.

Instructions relating to the advance voting are available on the company's website at www.kojamo.fi/agm.

Shareholders who have voted in advance and wish to exercise their right to ask questions, demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.

6. Other instructions and information

The language of the Annual General Meeting shall be Finnish. A shareholder who is present at the Annual General Meeting has the right to ask questions with respect to the matters to be considered at the Annual General Meeting in accordance with Chapter 5 Section 25 of the Finnish Companies Act.

Proposals 18.A and 18.B to the Annual General Meeting are mutually exclusive and the Annual General Meeting will pass a single resolution in item 18.

The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Markets Act is available at the company's website at www.kojamo.fi/agm.

On the date of this notice, 13 February 2025, 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 in the Annual General Meeting nor the number of votes held by a shareholder in the Annual General Meeting.

Additional information on the registration and advance voting is available during the registration period of the Annual General Meeting 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).

In Helsinki, 13 February 2025

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 a frontrunner in the housing business. Our mission is to create better urban housing. The Lumo brand provides environmental-friendly housing and services in Finland's biggest growth centres. 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/

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