Notice to Shareholders for the Kojamo plc Annual General Meeting
Kojamo plc Stock Exchange Release — A notice is issued to shareholders regarding the upcoming Annual General Meeting set for March 12, 2026. The venue will be at Finlandia Hall. The event is scheduled to commence at 10:00 a.m. (EET), with participant reception starting at 9:00 a.m. (EET). Shareholders may also engage in advance voting, with detailed instructions shared under section C of this notice.
About the Event
Stakeholders unable to attend in person can follow the gathering through an online webcast. However, it is essential to know that questions or counterproposals cannot be submitted through the webcast, which also does not count as official attendance.
Agenda Highlights for the Meeting
Several crucial items will be on the agenda for discussion:
1. Meeting Opening
2. Official Calling to Order
3. Election of Scrutineers for Minute Taking and Vote Verification
4. Legality of the Meeting Registration
5. Attendance Registration and Adoption of Voting List
6. Financial Statement Presentation
The Financial Statements, the Board's report, and the Auditor's report for the financial year will be made accessible for shareholders.
Financial Matters and Profit Use
The Board of Directors will seek approval for the adoption of the Financial Statements and proposes a dividend of EUR 0.11 per share to be distributed based on the financial results recorded in the balance sheet.
Management Liability and Remuneration Reports
Another significant agenda item includes a resolution for discharging the Board and the CEO from liability, as well as reviewing the Remuneration Report for decision-making.
The Remuneration Report, outlining compensation for company executives, will be shared on the company’s website for transparency and consideration.
New Appointments and Board Structure
The Nomination Board will propose the election of Mikael Aro as Chair and suggest re-elections for existing Board members including Kari Kauniskangas. Gertjan van der Baan is put forth as a new candidate.
All candidates have confirmed their willingness to serve and are independent from significant shareholders.
Changes to Company Governance
Proposed amendments to the Shareholders' Nomination Board's procedures aim to streamline the nomination of board member candidates selected from the three largest shareholders each year.
The Auditor selection will also be on the agenda, with KPMG Oy Ab presented for re-election as the authorized public accountant.
Amendments in Company Structure
In alignment with strategic development, the Board proposes a name change for the company to Lumo Kodit Oyj. This rebranding effort is focused on enhancing the company's current market position and promoting its brand architecture.
The amendment of the company’s Articles of Association will formalize this name change, enhancing brand visibility.
Authorized Actions for Future Governance
The board proposes future authorizations related to the repurchase of shares and issuance of special rights entitling to shares. This includes plans to buy back a portion of the company’s shares, reinforcing the commitment to effectively manage shareholder equity.
Participation Details
To participate, shareholders must be registered by March 2, 2026, allowing for both in-person attendance and proxy voting. Registration for the AGM will commence on February 12, 2026.
Instructions for Voting and Proxy Representation
Shareholders may vote in advance via the company’s designated channels. Detailed guidelines will be provided on the company’s website to ensure a smooth voting process.
Frequently Asked Questions
What is the date and time of the Annual General Meeting?
The Annual General Meeting will take place on March 12, 2026, starting at 10:00 a.m. (EET).
How can I participate if I cannot attend in person?
Shareholders can join the meeting online through a webcast. However, participation rights such as asking questions or voting are limited to in-person attendance.
Will there be a dividend payment?
Yes, the Board proposes a dividend of EUR 0.11 per share to be paid from the distributable funds.
What are the options for advance voting?
Shareholders can cast their votes through online platforms or by submitting forms via mail or email provided in the notice.
How can I contact Kojamo plc for more information?
For inquiries, contact the General Counsel at Kojamo plc for assistance during business hours.
