HÄMEENLINNA, Finland,
April 20,
2023 /PRNewswire/ -- 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 20, 2023. The Meeting
approved the Annual Accounts for the financial year 2022 and
discharged the members of the Board of Directors and CEO from
liability. The Annual General Meeting also made an advisory
resolution to approve the remuneration report for the governing
bodies.
Payment of dividend
The Board of Directors' proposal for a dividend of EUR 0.15 per share was approved. The dividend
will be paid in two installments. The record date for the first
dividend installment, EUR 0.05, is
April 24, 2023, and the dividend will
be paid on May 2, 2023. The record
date for the second dividend installment, EUR 0.10, is October 24,
2023, and the dividend will be paid on October 31, 2023. The Board of Directors was
authorized, if necessary, to decide on a new dividend payment
record date and pay date for the second installment if the rules
and statutes of the Finnish book-entry system change or otherwise
so require.
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 six members. In accordance with the
proposal of the Shareholders' Nomination Board, Mr. Terho Kalliokoski, Ms. Reija Laaksonen, Mr. Antti Mäkelä, Mr.
Harri Sivula and Ms. Jaana
Viertola-Truini were re-elected as members of the Board of
Directors and Mr. Juha Kalliokoski
was elected as new member of the Board of Directors. In accordance
with the proposal of the Shareholders' Nomination Board, the Annual
General Meeting 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 member has been presented on the Company's
website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2023/
In accordance with the proposal of the Shareholders' Nomination
Board, the Annual General Meeting resolved an annual compensation
of EUR 68,000 be paid for the
Chairperson of the Board and EUR
31,000 for the Board Members, and an additional compensation
of EUR 5,000 per year to the
Chairperson of the Audit Committee and the Personnel and
Remuneration Committee and EUR 2,500
per year for each member of the Audit Committee and the Personnel
and Remuneration Committee. It was resolved that 40% of the annual
fee of the Chairperson and the members of the Board of Directors
are paid in Kamux Corporation shares either purchased at a
prevailing market price from the market or alternatively by using
own shares held by the Company. The transfer of own shares or
acquisition of shares directly for the members of the Board of
Directors will be executed within two weeks from the publication of
the interim review for the period January 1,
2023 to March 31, 2023. 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 the members of other
committees. Travel expenses will be reimbursed in accordance with
the Company's travel policy.
Auditor
Authorized Public Accountant PricewaterhouseCoopers Oy was
re-elected as the Company's auditor in accordance with the proposal
of the Board of Directors. The remuneration of the auditor will be
paid according to a reasonable invoice as approved by the Company.
PricewaterhouseCoopers Oy has informed that Authorized Public
Accountant Mr. Markku Launis will
act as the principal auditor.
Authorizing the Board of Directors to decide on share
issuance
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, 2022. The authorization is valid until
the closing of the next Annual General Meeting, however, no longer
than until June 30, 2024.
Authorization of the Board of Directors to decide on the
repurchase of Company's 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, 2022.
The authorization is valid until the closing of the next Annual
General Meeting, however, no longer than until June 30, 2024.
Amendment of the Articles of Association
The Annual General Meeting resolved to amend the Company's
Article of Association by adding a new section no. 12 that allows
the Board of Directors to decide that a shareholder may also
participate in a general meeting by fully exercising their right to
vote during the meeting by means of a telecommunication connection
and a technical aid (hybrid meeting) or that the General Meeting
shall be held without a meeting place in such a way that
shareholders exercise their voting rights fully and in a timely
manner during the meeting by means of a telecommunication and a
technical aid (remote meeting). A shareholder attending a remote
meeting may exercise all their rights at the remote meeting in the
same way as if they were attending the meeting in person. In
addition, the sentence "The General Meeting must be held in
Helsinki or Hämeenlinna." was
removed from the section no. 10 of the Articles of Association and
it is included in the new section no. 12.
Minutes of the Annual General Meeting
Minutes of the Annual General Meeting will be available on the
Company's website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2023/ no
later than on May 4, 2023.
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 convening after the Annual General
Meeting, the Board of Directors decided to appoint Mr. Harri Sivula (chairperson), Mr. Juha Kalliokoski and Ms. Jaana Viertola-Truini
as members of the Audit Committee and appoint Ms. Reija Laaksonen (chairperson), Mr. Juha Kalliokoski and Mr. Antti Mäkelä as members
of the Personnel and Remuneration Committee. In accordance with the
assessment of the Board of Directors, Mr. Juha Kalliokoski is dependent of the Company and
its major shareholders. The other members are independent both
Company and its major shareholders.
Kamux Corporation
Communications
For further information, please contact:
Katariina Hietaranta, Head of Communications & IR, tel. +358
50 557 6765, ir@kamux.fi
Kamux is a retail chain specializing in the sale of 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 78 car showrooms in Finland,
Sweden and Germany. Since its founding, the company has
sold over 450,000 used cars, 62,922 of which were sold in 2022.
Kamux's revenue in 2022 was EUR 968.7
million and its average number of employees was 883 in terms
of full-time equivalent employees. Kamux Corporation is listed on
Nasdaq Helsinki Ltd. For more information, please visit
www.kamux.com
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