Resolutions of the Annual General Meeting of Kamux Corporation and the Decisions of the Constitutive Meeting of the Board of Directors

Kamux Corporation, Stock Exchange Release, 18.4.2024 at 16:00

Resolutions of the Annual General Meeting of Kamux Corporation and the Decisions of the Constitutive Meeting of the Board of Directors

Kamux Corporation’s Annual General Meeting was held on Thursday, April 18, 2024. The Meeting approved the Annual Accounts for the financial year 2023 and discharged the members of the Board of Directors and the CEO from liability and made an advisory resolution to approve the remuneration report and remuneration policy for the governing bodies.

Payment of dividend

In accordance with the proposal of the Board of Directors, the Annual General Meeting decided to pay a dividend of EUR 0.17 per share in two installments. The record date of the first dividend instalment, EUR 0.07, is April 22, 2024, and the dividend will be paid on April 29, 2024. The record date of the second dividend installment, EUR 0.10, is on October 24, 2024, and the dividend will be paid on October 31, 2024. The Board of Directors was authorized, if necessary, to decide on a new record date and payment date for the second payment installment of the dividend, if the regulations or rules of the Finnish book-entry system change or otherwise require it.

Members of the Board of Directors and remuneration

In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting confirmed that the Board of Directors will consist of seven members. In accordance with the proposal of the Shareholders' Nomination Board, Mr. Juha Kalliokoski, Mr. Terho Kalliokoski, Mr. Antti Mäkelä, Mr. Harri Sivula and Ms. Jaana Viertola-Truini were re-elected as members of the Board of Directors and Ms. Maren Kroll and Ms. Kati Riikonen were elected as new members of the Board of Directors. The Annual General Meeting re-elected Mr. Terho Kalliokoski as the Chairperson of the Board and Mr. Harri Sivula as the Vice Chairperson of the Board. All information about the members that is relevant in the work of a Board members has been presented on the Company’s website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/

In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting also resolved an annual compensation of EUR 70,000 be paid for the Chairperson of the Board and EUR 32,000 for the Board Members, and an additional compensation of EUR 7,000 per year to the Chairperson of the Audit Committee and the Personnel and Remuneration Committee and EUR 3,500 per year to each member of the Audit Committee and Personnel and Remuneration Committee. In addition, each Board member is paid a compensation of EUR 500 for each Board or Committee meeting to which the member travels outside his/her country of residence.

In accordance with the resolution, 40% of the annual fee of the Chairperson and members of the Board of Directors are paid in Kamux Corporation shares either purchased at the prevailing market price from the market or alternatively by using own shares held by the Company after the publication of the interim report for the period January 1–March 31, 2024. The rest of the annual fee will be paid in cash, which is used to cover taxes arising from the fees. The Company pays the transaction costs and transfer taxes related to the purchase and transfer of shares. The fees of the committees will be paid in cash. If the Board of Directors decides to establish new committees, the annual fees of the Chairperson and the members of the new committee are equal to the annual fees of the Chairperson and members of other committees. Travel expenses shall be reimbursed in accordance with the Company's travel policy.

Auditor

In accordance with the proposal of the Board of Directors, the auditing firm PricewaterhouseCoopers Oy was re-elected as the Company's auditor with Mr. Markku Launis, Authorized Public Accountant appointed to act as the principal auditor. PricewaterhouseCoopers Oy will also act as the sustainability reporting assurer of the Company for the financial year 2024. PricewaterhouseCoopers Oy will be paid a remuneration in accordance with a reasonable invoice as approved by the Board of Directors. The auditor will also be paid a fee for the services rendered for sustainability reporting assurance in accordance with a reasonable invoice as approved by the Board of Directors.

Amendment of the Articles of Association

In accordance with the recommendation of the Board of Directors, the Annual General Meeting resolved to amend the Articles of Association by adding the obligation to appoint a sustainability reporting assurer (Article 9) and by adding an obligation to handle the matters related to the sustainability reporting assurer at the Annual General Meeting (Article 11) as well as by allowing a General Meeting to be held in Espoo, Vantaa or Kauniainen in addition to Helsinki and Hämeenlinna (Article 12).

Authorizing the Board of Directors to decide on the share issue

The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the issuance of a maximum of 4,000,000 shares in one or more tranches corresponding to approximately 10% of all the shares in the Company. The Board of Directors decides on the terms and conditions of the issuance of shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares either against payment or without consideration. The issuance of shares may be carried out in deviation from shareholders’ pre-emptive right (directed issue) for a weighty financial reason for the Company, such as using the shares to develop the Company’s capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the Company's business operations, or to implement the Company's commitment and incentive scheme. The authorization cancels previous authorization regarding share issue given to Board of Directors by the Annual General Meeting on April 20, 2023. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2025.

Authorizing the Board of Directors to decide on the repurchase of own shares

The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the repurchase of a maximum of 2,000,000 Company’s own shares using the unrestricted equity of the Company representing about 5% of all the shares in the Company. The authorization includes the right to accept Company’s own shares as a pledge. The shares shall be acquired through public trading, for which reason the shares are acquired otherwise than in proportion to the share ownership of the shareholders and the consideration paid for the shares shall be the market price of the Company’s share in public trading at Nasdaq Helsinki Ltd at the time of the acquisition. Shares may also be acquired outside public trading for a price which at most corresponds to the market price in public trading at the time of the acquisition. The Board of Directors will be authorized to resolve upon how the shares are acquired. The authorization includes the Board’s right to resolve on a directed repurchase or the acceptance of the shares as a pledge, if there is a compelling financial reason for the Company to do so as provided for in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act. The shares shall be acquired to be used for execution of the Company’s share-based incentive schemes or for other purposes determined by the Board of Directors. The decision to repurchase Company’s own shares or to accept them as pledge shall not be made so that the shares of the Company in the possession of or held as pledges by the Company and its subsidiaries would exceed 10 (ten) per cent of all shares. The Board of Directors shall decide on any other matters related to the repurchase of the Company’s own shares and/or accepting them as a pledge. The authorization cancels previous authorization given to Board of Directors by the Annual General Meeting on April 20, 2023. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2025.

Minutes of the Annual General Meeting of Shareholders

The minutes of the Annual General Meeting will be on the Company’s website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/ no later than on May 2, 2024.

Johanna Hölli-Koskipirtti, L.L.M., chaired the Annual General Meeting.  

Decisions of the Constitutive Meeting of the Board of Directors

In its constitutive meeting after the Annual General Meeting, the Board of Directors decided to appoint Harri Sivula (Chairperson), Jaana Viertola-Truini and Juha Kalliokoski as members of the Audit Committee and appoint Maren Kroll (Chairperson), Juha Kalliokoski and Antti Mäkelä as members of the Personnel and Remuneration Committee. In accordance with the assessment of the Board of Directors, Juha Kalliokoski is dependent on the Company and its significant shareholders. The other members are independent of both the Company and its major shareholders.

Kamux Corporation
 

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Katariina Hietaranta, Head of Communications & IR, tel. +358 50 557 6765

Kamux is a retail chain specialized in used cars and related integrated services that has grown rapidly. Kamux combines online shopping with an extensive showroom network to provide its customers with a great service experience anytime, anywhere. In addition to digital channels, the company has a total of 77 car showrooms in Finland, Sweden and Germany. Since its founding in Hämeenlinna, Finland, in 2003 the company has sold over 500,000 used cars, 68,257 of which were sold in 2023. Kamux’s revenue in 2023 was EUR 1,002 million and its average number of employees was 885 in terms of full-time equivalent employees. Kamux Corporation is listed on Nasdaq Helsinki Ltd. For more information, please visit www.kamux.com