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Resolutions of Kojamo plc's Annual General Meeting and the organizing meeting of the Board of Directors
Kojamo plc's Annual General Meeting was held in Helsinki today on 13 March 2025.The Annual General Meeting adopted the Financial Statements for 2024 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 sustainability reporting assurance provider and their fees as well as authorisations of the Board of Directors. The Annual General Meeting approved the Remuneration Report 2024 for the members of the Board of Directors, CEO, and deputy CEO of Kojamo.
The Annual General Meeting decided that no dividend be paid for the financial year 2024 as proposed by 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 Kari Kauniskangas, Anne Koutonen , Veronica Lindholm , Mikko Mursula, Andreas Segal , and Annica Ånäs 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 2026:
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 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 .
It was decided that the annual fee will be paid as company 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 2025 .
It was decided that KPMG Oy Ab, authorised public accountants, be elected as the company's Auditor and sustainability reporting assurance provider. KPMG Oy Ab has announced that it will appoint Petri Kettunen , APA / ASA, as the principally responsible auditor and key sustainability partner. It was decided that the Auditor's as well as sustainability reporting assurance provider's fees be paid according to the reasonable invoice approved by the company.
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 number 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 2026 . The authorization cancels the authorization given to the Board of Directors by the General Meeting on 14 March 2024 to decide on the repurchase and/or on the acceptance as pledge 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 transfer of treasury 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 2026 . The authorization cancels the authorization given to the Board of Directors by the General Meeting on 14 March 2024 to decide on the issuance of shares as well as special rights entitling to shares.
The minutes of the Annual General Meeting will be available at Kojamo's website at www.kojamo.fi/agm at the latest on 27 March 2025.
Kojamo plc's Board of Directors held its organizing meeting after the Annual General Meeting on 13 March 2025 . 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.
was elected as the Vice Chairman of the Board of Directors.
(Chairman), and were elected as members of the Audit Committee.
(Chairman), and were elected as members of the Remuneration Committee.
, General Counsel, Kojamo plc, markus.kouhi@kojamo.fi , tel. +358 20 508 4238
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Nasdaq Helsinki , Key media
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