(Información remitida por la empresa firmante)
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 2024.
This authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 16 March 2022 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 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 2024.
This authorisation cancels the authorisation given to the Board of Directors by the Annual General Meeting on 16 March 2022 to decide on the issuance of shares as well as special rights entitling to shares.
18. Amendment of the Articles of Association
The Board of Directors to the Annual General Meeting proposes 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. Among other things, the addition would allow General Meetings to be arranged in a way that can facilitate shareholder participation, for example, in the event of a pandemic or other unforeseen and exceptional circumstances. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings with equal rights to those in customary General Meetings. Pursuant to the proposal of the Board of Directors, section 8 § of the Articles of Association would read after the addition as follows (addition in italics):
“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).”
19. 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 as well as 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 30 March 2023.
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, 6 March 2023, 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, is registered in the shareholders’ register of the company. A shareholder may participate in the Annual General Meeting also by way of proxy representation. 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 16 February 2023 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 Wednesday, 8 March 2023 at 4.00 p.m. (EET), by which time the registration and any advance votes need to have been received.
A shareholder whose shares are registered in his/her personal book-entry account may register from 9.00 a.m. (EET) on 16 February 2023 until 4.00 p.m. (EET) on 8 March 2023 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 or Swedish 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 or by email at agm@innovatics.fi.
In connection with the registration, a shareholder is required to provide the requested information, such as 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.
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 6 March 2023. 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 13 March 2023 by 10.00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.
(CONTINUA)