(Información remitida por la empresa firmante)
Kojamo plc Stock Exchange Release 15 February 2023 at 9.00 a.m. (EET)
HELSINKI, Feb. 15, 2023 /PRNewswire/ — Notice is given to the shareholders of Kojamo plc to participate in the Annual General Meeting to be held on Thursday 16 March 2023 at 10.00 a.m. (EET) in Pikku-Finlandia at Karamzininranta 4, 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 webcast. Instructions for shareholders to view the Annual General Meeting via webcast can be found at 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 2022
The CEO’s review.
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 as of 15 February 2023.
7. Adoption of the Financial Statements
The Board of Directors proposes that the Annual General Meeting adopt the Financial Statements for the financial year 2022.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The parent company’s distributable equity as at 31 December 2022 amounted to EUR 251,059,319.00, of which the profit for the financial year was EUR 37,110,542.36. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.39 per share be paid from the distributable funds of Kojamo plc based on the balance sheet to be adopted for the financial year 2022. Dividend shall be paid to shareholders who, on the record date of the dividend payment of 20 March 2023, are recorded in the company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend will be paid on 5 April 2023.
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 2022 Remuneration Report for governing bodies. The Annual General Meeting’s resolution on the approval of the Remuneration Report is advisory.
The Remuneration Report of the company’s governing bodies is available on the company’s website at www.kojamo.fi/agm as of 15 February 2023.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that members of the Board of Directors 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 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 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 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.
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 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.
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 2024, 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 to the Annual General Meeting Mikael Aro to be elected as Chairman of the Board of Directors, and of the current members Kari Kauniskangas, Anne Leskelä, Mikko Mursula and Catharina Stackelberg-Hammarén, and as new members Annica Ånäs and Andreas Segal to be elected as members of the Board of Directors. A presentation of the proposed new members of the Board is attached to this notice.
Matti Harjuniemi and Reima Rytsölä will leave the company’s 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. 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.
(CONTINUA)