Kojamo plc: Proposals of the Shareholders' Nomination Board of Kojamo to the Annual General Meeting
Kojamo Plc Stock Exchange Release, 31 January 2019 at 1:00 p.m. EET
Proposals of the Shareholders' Nomination Board of Kojamo to the Annual General Meeting
The Shareholders' Nomination Board of Kojamo Plc presents the following proposals to the Annual General Meeting of Kojamo Plc to be held on 14 March, 2019. The proposals will also be included in the notice convening the Annual General Meeting.
Proposal of the number of members, the chairman and the members of the Board of Directors
The Shareholders' Nomination Board proposes that for the term ending at the close of the Annual General Meeting in 2020, the number of the members of the Board of Directors to remain the same and to be seven (7). The Nomination Board proposes Mikael Aro to be elected as Chairman of the Board as a new member, and as members of the Board of Directors, Heli Puura to be elected as a new member and the current members Mikko Mursula, Matti Harjuniemi, Anne Leskelä, Minna Metsälä and Reima Rytsölä to be elected as members of the Board of Directors. A presentation of the proposed new members of the Board is attached to this stock exchange release.
Riku Aalto and Jan-Erik Saarinen will leave Kojamo's Board of Directors. Riku Aalto served 16 years in the Board, of which he was the Chairman of the Board since 2007. Jan-Erik Saarinen was a member of the Board since 2013. "On behalf of the Nomination Board, I thank Mr. Aalto for his valuable and persevering work as the Chairman of Kojamo's Board of Directors and Mr. Saarinen for his strong input in the Board", says Chairman of the Nomination Board Jouko Pölönen.
All candidates have consented to being elected and are independent of the company. The members are also independent of the company's major shareholders, except for Mikko Mursula, Heli Puura and Reima Rytsölä who are employed by shareholders owning over 10 per cent of Kojamo's share stock.
Proposal of the fees of the Chairman, Vice Chairman and the members of the Board
The Shareholders' Nomination Board proposes that the fees remain the same as for the ending term and 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 2020:
- Chairman of the Board EUR 60,000
- Vice Chairman of the Board EUR 36,000
- other Members of the Board EUR 30,000
- Chairman of the Audit Committee EUR 36,000
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, the Nomination Board has proposed 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.
As a new remuneration practice, 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 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 2019.
The Shareholders' Nomination Board
Kojamo plc's General Meeting established 25 May 2018 a permanent Shareholders' Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors and remuneration of the members of the Committees of the Board of Directors to the next Annual General Meetings and, if needed, to Extraordinary General Meetings.
The Shareholders' Nomination Board comprises representatives nominated by the three largest shareholders of the Company and the Chairman of the Board of Directors as an expert member. The Chairman of the Board of Directors shall not take part in the decision-making of the Shareholders' Nomination Board.
The Shareholders' Nomination Board of Kojamo Plc comprises the following members:
- Jouko Pölönen, President and CEO, Ilmarinen Mutual Pension Insurance Company
- Risto Murto, President and CEO, Varma Mutual Pension Insurance Company
- Timo Korpijärvi, Chief Investment Officer, The Finnish Industrial Union
For more information, please contact
Jouko Pölönen, the Chair of the Shareholders' Nomination Board, tel. +358 50 1282
Nasdaq Helsinki, key media
Kojamo is Finland's largest private residential real estate company and a frontrunner in rental housing business. Our mission is to create better urban housing. We operate in Finland's most significant growth centres and our Lumo brand provides rental housing and new services for urban housing. We actively develop the value and number 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. For more information, please visit kojamo.fi/en/