Kojamo Oyj — Proxy Solicitation & Information Statement 2023

Feb 15, 2023

Notice to the Annual General Meeting of Kojamo plc

Notice to the Annual General Meeting of Kojamo plc

Kojamo plc Stock Exchange Release 15 February 2023 at 9.00 a.m. (EET)

Notice to the Annual General Meeting of Kojamo plc

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.

1. Adoption of the Financial Statements

The Board of Directors proposes that the Annual General Meeting adopt the
Financial Statements for the financial year 2022.

1. 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.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. 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.

1. 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.

1. 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).

1. 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/.

1. 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.

1. 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.

1. 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.

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.

1. 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.

1. 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)."

1. 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.

1. 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.

1. 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.

A holder of nominee-registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders'
register of the company, issuing of proxy authorisation documents and voting
instructions as well as registration for the Annual General Meeting from his/her
custodian bank. The account manager of the custodian shall temporarily register
a holder of nominee-registered shares wishing to participate in the Annual
General Meeting in the shareholders' register of the company at the latest by
the time stated above. In addition, the account manager of the custodian shall,
as needed, see to voting in advance on behalf of a nominee-registered
shareholder within the registration period applicable to nominee-registered
shares, no later than by Monday 13 March by 10.00 a.m. (EET).

1. Proxy representatives and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their
rights by appointing proxy representative. A proxy representative may also vote
in advance in the manner described in this notice.

Proxy representatives must identify himself/herself personally to the online
registration service and advance voting using strong authentication, after which
they can register and vote in advance on behalf of the shareholder they
represent. A proxy representative shall produce a dated proxy authorisation
document or otherwise demonstrate in a reliable manner their right to represent
the shareholder. Statutory right of representation may be demonstrated by using
the Suomi.fi e-Authorizations service.

A template for the proxy authorisation document and voting instructions will be
available at the company's website at www.kojamo.fi/agm. Possible proxy
authorisation documents are requested to be submitted by mail to Innovatics Oy,
Yhtiökokous
/ Kojamo Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email at
agm@innovatics.fi before the end of the registration period (8 March 2023 at
4.00 p.m. (EET)), by which time the documents must be received.

If a shareholder participates in the Annual General Meeting by means of several
proxy representatives representing the shareholder with shares in different
securities accounts, the shares in respect of which each proxy representative is
authorised to represent the shareholder shall be identified in connection with
the registration.

Shareholders that are legal entities may, as an alternative to traditional proxy
authorisation documents, use the electronic Suomi.fi authorisation service for
authorising their proxy representatives. The representative is mandated in the
Suomi.fi service at www.suomi.fi/e-authorisations (using the authorisation topic
“Representation at the General Meeting”). When registering for the Annual
General Meeting in the general meeting service, authorised representatives shall
identify themselves with strong electronic authentication, after which by
choosing the person/entity they represent in the meeting, the electronic mandate
is automatically verified. The strong electronic authentication takes place with
personal online banking credentials or a mobile certificate. For more
information, see www.suomi.fi/e-authorisations.

1. Advance voting

A shareholder whose shares are registered in his/her personal book-entry account
may also vote in advance on certain agenda items of the Annual General Meeting
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

Advance voting 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 who votes in advance by mail or email shall send the advance
voting form available on the company's website at www.kojamo.fi/agm or
corresponding information by mail to Innovatics Oy, Yhtiökokous / Kojamo Oyj,
Ratamestarinkatu 13 A, FI-00520 Helsinki or by email at agm@innovatics.fi.

If a shareholder participates in the Annual General Meeting by submitting votes
in advance by mail or email to Innovatics Oy before the deadline for
registration and advance voting, the submission constitutes due registration for
the Annual General Meeting, provided that the shareholder's message includes the
information requested on the advance voting form required for registration.

Instructions relating to the advance voting are available on the company's
website at www.kojamo.fi/agm.

Shareholders who have voted in advance who wish to exercise their right to ask
questions, demand a vote at the Annual General Meeting or vote on a possible
counterproposal under the Finnish Companies Act must participate in the Annual
General Meeting at the meeting venue in person or by way of proxy
representation.

For holders of nominee-registered shares, advance voting is carried out via the
account manager. The account manager may cast advance votes on behalf of the
holders of nominee-registered shares in accordance with the voting instructions
provided by the holders of nominee-registered shares during the registration
period for the nominee-registered shares.

A proposal subject to advance voting is considered to have been presented
without amendments at the Annual General Meeting.

1. Other instructions and information

The language of the General Meeting shall be Finnish. Shareholder who is present
at the Annual General Meeting has the right to ask questions with respect to the
matters to be considered at the Annual General Meeting in accordance with
Chapter 5 Section 25 of the Finnish Companies Act.

The information concerning the Annual General Meeting required under the Finnish
Companies Act and the Finnish Securities Markets Act is available at the
company's website at www.kojamo.fi/agm.

On the date of this notice, 15 February 2023, the total number of shares in
Kojamo plc and votes represented by such shares is 247,144,399. On the date of
this notice to the Annual General Meeting, the company does not hold any of its
own shares.

Changes in the number of shares held after the record date of the Annual General
Meeting shall not have an effect on the right to participate the Annual General
Meeting nor on the number of votes held by a shareholder in the Annual General
Meeting.

Additional information on the registration and advance voting is available
during the registration period of the Annual General Meeting by telephone at
+358 10 2818 909 on business days during 9.00 a.m. until 12.00 noon and from
1.00 p.m. until 4.00 p.m. (EET).

In Helsinki, 15 February 2023

Kojamo plc

The Board of Directors

For more information, please contact:

Markus Kouhi, General Counsel, Kojamo plc, tel. +358 20 508 4238,
markus.kouhi@kojamo.fi

Distribution:

Nasdaq Helsinki, Key media

Kojamo is Finland's largest private residential real estate company and one of
the biggest investors in Finland. Our mission is to create better urban housing.
Lumo offers environmentally friendly housing and services for the city dweller
who appreciates quality and effortlessness. We actively develop the value 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. Kojamo's shares are listed on the official list of
Nasdaq Helsinki. For more information, please visit https://kojamo.fi/en/.

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