Resolutions of Kojamo plc's Annual General Meeting and the organizing meeting of the Board of Directors
Kojamo plc Stock Exchange Release 16 March 2022 at 3:30 p.m. (EET)
HELSINKI, March 16, 2022 /PRNewswire/ -- Kojamo plc's Annual General Meeting was held in Helsinki today on 16 March 2022. Shareholders of the company and their proxy representatives were able to participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. The Annual General Meeting was arranged with exceptional procedure based on the temporary legislative act to limit the spread of the COVID-19 pandemic approved by the Finnish Parliament.
The Annual General Meeting adopted the Financial Statements for 2021 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 General Meeting approved the Remuneration Report 2021 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 0.38 per share be paid for the financial year 2021 as proposed by the Board of Directors. Dividend shall be paid to shareholders who on the record date of the dividend payment 18 March 2022 are recorded in the company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on 5 April 2022.
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.
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 Mikko Mursula, Matti Harjuniemi, Anne Leskelä, Reima Rytsölä and Catharina Stackelberg-Hammarén and, as a new member, Kari Kauniskangas 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 2023:
- Chairman of the Board EUR 69,000
- Vice Chairman of the Board EUR 41,500
- Other Members of the Board EUR 35,000
- 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 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.
It was decided that the annual fee will 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 2022.
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 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.
The 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 2022.
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 2022. 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, Catharina von Stackelberg-Hammarén and Kari Kauniskangas were elected as members of the Audit Committee.
Mikael Aro (Chairman), Reima Rytsölä and Matti Harjuniemi 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 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 kojamo.fi/en/
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