Kamux Oyj: 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, April 26, 2018 at 1.30 p.m.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF KAMUX CORPORATION AND THE DECISIONS OF THE CONSTITUTIVE MEETING OF THE BOARD OF DIRECTORS
RESOLUTIONS OF THE ANNUAL GENERAL MEETING
Kamux Corporation's Annual General Meeting was held on Thursday, April 26, 2018. The Meeting approved the Financial Statements and discharged the members of the Board of Directors and CEO from liability for the year of 2017. The Board of Directors proposal for a dividend of EUR 0.12 per share was approved. The record date for dividend payments is April 30, 2018 and the dividend will be paid on May 8, 2018.
The Annual General Meeting confirmed that the Board of Directors will consist of six members and Mr. Matti Virtanen, Ms. Reija Laaksonen, Mr. David Nuutinen, Mr. Jokke Paananen, Mr. Vesa Uotila and Mr. Harri Sivula were re-elected as members of the Board of Directors. The Annual General Meeting elected Mr. Matti Virtanen as the Chairman of the Board and Mr. Harri Sivula as the Vice Chairman of the Board.
The Annual General Meeting resolved a monthly compensation of EUR 3,000 be paid for the Chairman of the Board and EUR 1,700 for the Board Members, and an additional compensation of EUR 1,500 per year to the Board members belonging to a committee. 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. The remuneration of the auditor will be paid according to the invoice as accepted by Company. PricewaterhouseCoopers Oy has informed that Authorized Public Accountant Mr. Janne Rajalahti will act as the principal auditor.
The Annual General Meeting resolved to authorize the Board in accordance with the proposal of the Board of Directors to resolve to issue a maximum of 4,000,000 shares which currently corresponds to approximately 10 % of all the shares in the Company. However, out of the above maximum number of shares to be issued no more than 400,000 shares, currently corresponding to approximately 1 % of all the shares in the company, may be issued as part of the company's share-based incentive programs. The Board of Directors was authorized to decide 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. The issuance of shares may be carried out in deviation from the shareholders' pre-emptive right (directed issue). The authorization cancels previous unused authorizations regarding share issues. The authorization is valid for three (3) years from the date of the decision of the Annual General Meeting, except that the authorization for purposes other than the Company's share based incentive schemes is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2019.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend the Articles 8 and 10 of the Articles of Association of the Company to be read as follows:
"8 § Representation rights of the company
Two (2) members of the Board of Directors together have the right to represent the company. The Board of Directors may grant the right to represent the company to a named person. The Board of Directors resolves on procuration rights."
"10 § Notice to the general meeting of shareholders
The notice convening the general meeting of shareholders must be delivered to the shareholders by publishing the notice on the company's website or by a newspaper announcement which is published in one or more widely circulated daily newspapers chosen by the Board of Directors no earlier than three (3) months and no later than three (3) weeks before the meeting, and in any case at least nine (9) days before the record date of the general meeting of shareholders.
In order to be able to attend the general meeting of shareholders, the shareholder must notify the company at the latest on the date mentioned in the notice, which may be no earlier than ten (10) days before the general meeting of shareholders.
The venue for the general meeting of shareholders must be located in Helsinki or Hämeenlinna, Finland."
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 establish an Audit Committee. The Board appointed Mr. Harri Sivula (Chairman), Ms. Reija Laaksonen and Mr. Vesa Uotila as the members of the Audit Committee.
In Helsinki, April 26, 2018
For more information, please contact:
Juha Kalliokoski, CEO
Tel. +358 50 544 5538
Tapio Arimo, CFO
Tel. +358 40 829 6452
Kamux Corporation is a retail chain specializing in the sale of used cars and related integrated services that has grown rapidly. The first Kamux car showroom started its operations in 2003 in Hämeenlinna, Finland and the company currently has 42 car showrooms in Finland, ten in Sweden and two in Germany. Since its founding, the company has sold more than 160,000 used cars, of which 40,957 were sold in 2017. Kamux's revenue reached EUR 454.9 million in 2017. In 2017, Kamux's average number of employees was 418 in terms of full-time equivalent employees. The shares of Kamux are listed on Nasdaq Helsinki.