HELSINKI, March 25, 2022 /PRNewswire/ -- Notice is given to the shareholders of Kamux Corporation to the Annual General Meeting held on Wednesday 20 April 2022 at 10 a.m. The AGM will be held under extraordinary meeting procedures without shareholders' or their proxy representatives' presence at Hotel Kämp's Symposion meeting venue, Pohjoisesplanadi 29, 00100 Helsinki.
The Board of Directors of the company has resolved on exceptional meeting procedures based on the so-called temporary act (375/2021). To prevent the spread of the corona pandemic, it is no possible to attend the meeting at site.
The company's shareholders may participate in the Annual General Meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals or questions in advance. Instructions for shareholders are provided in section C. "Instructions for the participants in the Annual General Meeting".
The company's Board of Directors, the CEO, Management Team, the auditor and persons nominated as members of the Board will not participate in the Annual General Meeting and they will not give any addresses. Furthermore, no webcast to the Annual General Meeting will be provided.
The company organizes a separate open virtual event for its shareholders on 20 April 2022 at 11.00 a.m. after the Annual General Meeting. The virtual event includes a greeting from the Chairperson of the Board and a speech given by the CEO. The participants of the virtual event will also have the possibility to ask questions from the management of the company. These questions are not questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act, but such questions to the Annual General Meeting need to be asked in advance as further described below. More information on the possibility to participate in the virtual event will be found on at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/. The event is not part of the Annual General Meeting, and it will be held only in Finnish.
- Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
Johanna Hölli-Koskipirtti, LL.M, will act as Chairperson of the Annual General Meeting. Should Johanna Hölli-Koskipirtti for a weighty reason not be able to act as Chairperson of the Annual General Meeting, the company's Board of Directors will appoint another person that it deems most suitable to act as Chairperson.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
The company's CFO, Marko Lehtonen will scrutinize the minutes and supervise the counting of votes. Should Marko Lehtonen for a weighty reason not be able to attend to these tasks, the company's Board of Directors will appoint another person that it deems most suitable to scrutinize the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.
6. Presentation of the annual accounts, the report of the Board of Directors and the Auditor's report for the year 2021
As participation in the Annual General Meeting is possible only in advance, the Annual Review published on 23 March 2022, which includes the company's annual accounts, consolidated accounts, the report of the Board of Directors and the auditor's report is deemed to have been presented to the Annual General Meeting. The document is available on the company's website.
CEO Juha Kalliokoski's video review of 2021 is available on the Company's website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/ on 25 March 2022 at 10.a.m. The video review is held in Finnish.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The distributable funds on the balance sheet of the Company as at 31 December 2021 were EUR 104,524,157.76, of which the profit for the financial year 2021 was EUR 22,587,579.69. The Board of Directors proposes a dividend of EUR 0.20 per share to be distributed for the year 2021 and that the other distributable earnings be held in unrestricted equity (for the year 2020 a dividend of EUR 0.24 per share was distributed). The Board proposes that the dividend for the financial year 2021 will be paid in two instalments. The first dividend instalment, EUR 0.08 per share, is to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the first dividend instalment payment record date of April 22, 2022. The Board proposes that the first dividend instalment pay date be April 29, 2022. The second dividend instalment EUR 0.12 per share is to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the second dividend instalment payment record date of 21 October 2022. The Board proposes that the second dividend instalment pay date be 28 October 2022. The Board proposes that it be authorized to decide, if necessary, on a new dividend payment record date and pay date for the second instalment if the rules and statutes of the Finnish book-entry system change or otherwise so require.
Since the dividend proposed by the Board of Directors is less than the minority dividend set forth in Chapter 13 Section 7 of the Finnish Companies Act, the company shall distribute the minority dividend if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend equals half of the profit of the financial year but cannot exceed 8 % of the company's own equity. Hence the amount of the minority dividend is EUR 8,368,332.62 (approximately EUR 0.209 per share calculated based on the amount of shares on the date of this notice), which corresponds to 8% of the company's own equity. The dividend proposed by the Board of Directors, EUR 0.20 per share, equals a total of EUR 7,996,061.20 calculated based on the amount of shares on the date of this notice. A shareholder demanding minority dividend may vote for the minority dividend in advance voting, and no separate demand or counterproposal is required.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2021
10. Handling of the remuneration report for governing bodies
As participation in the Annual General Meeting is possible only in advance, the Remuneration Report published by a stock exchange release on 23 March 2022, is deemed to have been presented to the Annual General Meeting. The Remuneration Report is available on the company's website. According to the Companies Act, the decision is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the annual remuneration for the Chairperson and members of the Board of Directors and the annual remuneration for members of the Audit Committee be maintained at the 2021 level, except the annual remuneration of the Chairperson of the Board of Directors which is proposed be raised by EUR 5,000. Thus, the proposed annual remuneration are as follows:
- EUR 65,000 for the Chairperson of the Board of Directors
- EUR 30,000 for each member of the Board of Directors
- EUR 5,000 for the Chairperson of the Audit Committee
- EUR 2,500 for each member of the Audit Committee.
The Shareholders' Nomination Board proposes to the Annual General Meeting that 40 per cent of the annual fee of the Chairperson and the members of the Board of Directors be 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, 2022 to March 31, 2022. The rest of the annual fee would 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 committee would 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 the Audit Committee. Travel expenses would be reimbursed in accordance with the Company's travel policy.
12. Resolution on the number of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that seven (7) members be elected to the Board of Directors.
13. Election of members, the Chairperson and the Vice Chairperson of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that Reija Laaksonen, Antti Mäkelä, Tapio Pajuharju, Harri Sivula and Tuomo Vähäpassi be re-elected as members of the Board of Directors and Jaana Viertola-Truini and Terho Kalliokoski be elected as new member of the Board of Directors. In addition, the Shareholders' Nomination Board proposes to the Annual General Meeting that Harri Sivula be re-elected as the Chairperson of the Board and Tuomo Vähäpassi be re-elected as Vice Chairperson of the Board.
The above-mentioned candidates have consented to their positions. The Shareholders' Nomination Board has assessed that all proposed members of the Board of Directors are independent from the company and its significant shareholders.
Company's current Member of the Board of Directors, Jokke Paananen, has notified that he is no longer available to be elected as a member of the Board.
The Shareholders' Nomination Board proposes that in the Annual General Meeting the shareholders take a stand on the election of the Board of Directors as one ensemble, not each Board member individually. The Nomination Board has considered the composition of the Board of Directors as to its overall structure as well as to its individual members based on the requirements set forth in the Kamux Board Diversity Policy and in the Corporate Governance Code. The Shareholders' Nomination Board regards that, in addition to the excellent and complementary professional expertise and experience of the individual members, the Board of Directors as one ensemble fulfils the requirements set forth in the afore-mentioned guidelines.
The term of the member of the Board of Directors expires at the end of the Annual General Meeting following the election.
All information about the candidates 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-2022/.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor be paid according to their reasonable invoice as approved by the company.
15. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, Authorized Public Accountants, be elected as the company's auditor. PricewaterhouseCoopers Oy has informed that Authorized Public Accountant Mr. Markku Launis will act as the principal auditor.
The term of the auditor expires at the end of the first Annual General Meeting following the election.
16. Authorizing the Board of Directors to decide on the share issue
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares in one or more tranches as follows:
The number of shares to be issued based on the authorization shall not exceed 4,000,000 (four million) shares, which currently corresponds to approximately 10 (ten) per cent 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 the authorization given to the Board of Directors by the Annual General Meeting of 20 April 2021 and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2023.
17. Authorizing the Board of Directors to decide on the repurchase of company's own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the repurchase of a maximum of 2,000,000 (two million) company's own shares using the unrestricted equity of the company representing about 5 (five) per cent 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 or redeem 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% 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 the authorization given to the Board of Directors by the Annual General Meeting of 20 April 2021 and is valid until the closing of the next Annual General Meeting, however no longer than until 30 June 2023.
18. Amendment of the Rules of Procedure for the Shareholders' Nomination Board
The Shareholders' Nomination Board proposes to the Annual General Meeting that the Rules of Procedure of the Nomination Board Section 2 "Appointment and composition of the members of the Nomination Board" be amended so that the right to appoint members to the Nomination Board belongs to the three shareholders who hold the largest share of the votes represented by all shares in the Company on the first business day of August instead of the first business day of September preceding the Annual General Meeting. It is proposed that the other provisions on the date of appointment and composition of members be accordingly brought forward by one month.
After the amendment, the second and third paragraph of Section 2 of the Rules of Procedure would read as follows:
"The right to appoint members representing the shareholders belongs to the three (3) shareholders, whose proportions of the votes of all shares of the Company are the largest, according to the shareholder register held by the Euroclear Finland Oy on the first business day of August preceding the Annual General Meeting. If a shareholder who has decentralized their holdings, for example to multiple funds, and who has a responsibility according to the Securities Law (746/2012, with amendments) to take these holdings into account when announcing the changes in their share of ownership, presents at the latest on the last business day of July preceding the Annual General Meeting, a written and justifiable request regarding the matter to the Chairman of the Board of Directors, the holdings of such a shareholder in several funds or register shall be added together when calculating the decisive voting power.
If an owner of nominee registered shares wishes to use their right to appointment, they must present reliable evidence of the number of shares owned by them on the first business day of August of the year preceding the Annual General Meeting. The evidence must be delivered to the Chairman of the Board of Directors at latest on the eighth business day of August."
The amended rules of procedure of the Shareholders' Nomination Board, including a proposal for the amended item 2 in its entirety, are available at the company's website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Kamux Corporation's website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/. Copies of the aforementioned documents and of this notice will be sent to shareholders upon request.
The minutes of the meeting will be available on the above-mentioned website no later than 4 May 2022.
C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the corona pandemic, the Annual General Meeting will be organized so that the shareholders and their proxy representatives are not allowed to participate in the Annual General Meeting at the meeting venue nor via webcast. The company's shareholders can participate in the Annual General Meeting and exercise their shareholder rights only in advance in accordance with the instructions set out below.
1. Right to participate
Each shareholder, who is registered in the shareholders' register of the company held by Euroclear Finland Ltd on the record date of the Annual General Meeting, which is 6 April 2022, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder can participate in the Annual General Meeting and exercise his/her shareholder rights only by voting in advance in accordance with the instructions set out below.
Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.
Instructions for holders of nominee registered shares are set out below under Section C.4 "Holders of nominee registered shares".
2. Registration and voting in advance
Registration for the Annual General Meeting and advance voting will begin at 12.00 noon on 29 March 2022 following the deadline for submitting counterproposals as further set out in section 5 below. A shareholder registered in the shareholders' register of the company, who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting and vote in advance no later than by 11 April 2022 at 4.00 p.m., by which time the registration and votes must have been received.
A shareholder, whose shares are registered on his/her Finnish book-entry account, can register and vote in advance on certain matters on the agenda between 12.00 noon on 29 March 2022 and 4.00 p.m. on 11 April 2022 in the following ways:
a) electronically through the company's website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/.
Registration requires strong electronic authentication of a shareholder who is a natural person. When a shareholder who is a natural person logs into the service through the Company's website, he/she is directed to the electronic authentication. After this, a shareholder can in one session register to the Annual General Meeting, authorize another person and vote in advance. Strong electronic authentication can be made with online banking codes or a mobile certificate.
Shareholders who are legal persons can vote in advance by using their business ID and book-entry account number. If the shareholders who are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person by using a Finnish bank ID or Finnish mobile certificate.
b) by e-mail or regular mail
A shareholder may send the advance voting form available on the company's website to Euroclear Finland Ltd by e-mail to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Ltd, Yhtiökokous/Kamux Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland. The advance voting form will be available at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/ once the registration and advance voting begins on 29 March 2022 at 12.00 noon or shortly thereafter.
A shareholder's advance votes are registered and taken into account if the shareholder registers and votes in advance in accordance with the applicable instructions and duly provides all required information in connection thereto before the expiry of the registration and advance voting period.
The voting instructions will also be available on the company's website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/.
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal information given to the company by shareholders and proxy representatives is only used in connection with the Annual General Meeting and with the processing of related necessary registrations.
3. Proxy representative and powers of attorney
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the Annual General Meeting by proxy.
A person holding a shareholder's proxy should be in possession of a dated proxy document or otherwise be able to show in a reliable manner that he or she is entitled to act in this capacity on behalf of a shareholder. In the event that a shareholder is represented by more than one proxy representative representing shares held in different securities accounts, each proxy representative should state which shares he or she represents when registering to attend the Annual General Meeting.
A proxy and voting instruction template will be available at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/ once the registration and advance voting begins on 29 March, 2022 at 12.00 noon or shortly thereafter.
Due to the corona pandemic shareholders not voting in advance are requested to exercise shareholder's rights through a centralized proxy representative designated by the company by authorizing Legal Counsel Anni Lammila from Fondia Plc., or a person appointed by her, to represent them at the Annual General Meeting in accordance with the voting instructions of the shareholder. Authorizing the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents. A signed proxy document including an advance voting form must be delivered to Anni Lammila, by regular mail or e-mail (before the end of the registration and advance voting period, by which time the documents must be received). Anni Lammila's contact details are: Fondia Plc, Anni Lammila/Kamux Corporation, P.O.Box 4, 00101 Helsinki; e-mail: anni.lammila@fondia.com.
A shareholder may participate in the Annual General Meeting and exercise his/her rights thereat also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance by regular mail or e-mail in the herein described manner (a proxy representative cannot vote in the electronic advance voting system).
A proxy representative must deliver a proxy document given to him/her including an advance voting form or corresponding information by regular mail to Euroclear Finland Ltd, Yhtiökokous / Kamux Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the registration and advance voting period, by which time the documents or corresponding information must be received. Delivery of a proxy document and an advance voting form to Euroclear Finland Ltd before the expiration of the registration period constitutes due registration for the Annual General Meeting.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland Oy's general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at https://www.suomi.fi/e-authorizations using the authorization topic "Representation at the General Meeting". The assignee must identify himself/herself with strong electronic authentication in Euroclear Finland Oy's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with a Finnish bank ID or a Finnish mobile certificate. More information on https://www.suomi.fi/e-authorizations .
Holders of nominee registered shares should register and vote in advance in accordance with the instructions set out under Section C.4 "Holders of nominee registered shares".
4.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 on the record date of the Annual General Meeting, on 6 April 2022, would be entitled to be registered in the shareholders' register of the company maintained by Euroclear Finland Oy Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd at the latest by 13 April 2022 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the company at the latest by 13 April 2022 at 10.00 a.m.
The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.
5. Counterproposals, right to ask questions and other information
Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to make counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by e-mail to ir@kamux.com at the latest by 28 March 2022 at 10.00 a.m., by which time the counterproposals must be received by the company.
A counterproposal is eligible for voting at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible for voting at the Annual General Meeting, the votes given in favor of such a counterproposal will not be taken into account. The company will publish potential counterproposals eligible for voting on the company's website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/ on 29 March 2022, at the latest.
A shareholder has the right to ask questions with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act. Such questions must be sent by e-mail to ir@kamux.com by 4 April 2022 at 4.00 p.m., by which time the questions must be received by the company. Such questions by shareholders, responses to such questions by the company's management as well as other counterproposals than those eligible for voting will be available on the company's website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/ on 7 April 2022, at the latest.
In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice to the Annual General Meeting, 25 March 2022, the total number of shares and votes in Kamux Corporation is 40,017,420 shares and votes.
In Hämeenlinna, 25 March 2022
KAMUX CORPORATION
Board of Directors
More information:
Heidi Purola, Kamux Corporation, Communications Manager
Tel. +358 40 482 4336
ir@kamux.fi
Kamux Corporation 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 total of 77 car showrooms in Finland, Sweden and Germany. Since its founding, the company has sold over 400,000 used cars, 68,429 of which were sold in 2021. Kamux's revenue reached EUR 937.4 million in 2021. In 2021, Kamux's average number of employees was 848 in terms of full-time equivalent employees. The shares of Kamux are listed on the Nasdaq Helsinki stock exchange.
www.kamux.com
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