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.
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.
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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