Notice to the Annual General Meeting
Kamux Oyj Stock exchange release 11 March 2019 at 9.30
Notice to the Annual General Meeting
Notice is given to the shareholders of Kamux Corporation to the Annual General Meeting held on Friday 12 April 2019 at 10 a.m. at Scandic Marina Congress Center, Press Room, at address Katajanokanlaituri 6, 00160 Helsinki.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9 a.m.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to 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
6. Presentation of the annual accounts, the report of the Board of Directors and
the auditor’s report for the year 2018
- Review by the CEO.
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 Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.16 per share be paid for the financial year 1 January 2018 – 31 December 2018. The dividend will be paid to the shareholders registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on the record date 16 April 2019. The Board of Directors proposes that the dividend be paid on 25 April 2019.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The shareholders representing more than 36 % of the Company’s voting rights have informed of their intention to propose to the Annual General Meeting that the Chairman of the Board of Directors be paid EUR 3,000.00 per month and the other Board members each EUR 1,700.00 per month, and that the Board members belonging to a committee be paid additional EUR 1,500.00 per year. Travel expenses would be reimbursed in accordance with the Company’s travel policy.
11. Resolution on the number of members of the Board of Directors
The shareholders representing more than 36 % of the Company’s voting rights have informed of their intention to propose to the Annual General Meeting that six (6) members be elected to the Board of Directors.
12. Election of members, the Chairman and the Vice Chairman of the Board of Directors
The shareholders representing more than 36 % of the Company’s voting rights have informed of their intention to propose to the Annual General Meeting that Matti Virtanen, Reija Laaksonen, David Nuutinen, Jokke Paananen, Vesa Uotila and Harri Sivula be elected as members of the Board of Directors. In addition, the above-mentioned shareholders have informed of their intention to propose to the Annual General Meeting that Matti Virtanen be elected as the Chairman of the Board and Harri Sivula as Vice Chairman of the Board.
The term of the members, the Chairman and the Vice Chairman of the Board of Directors expires at the end of the first Annual General Meeting following the election.
The above-mentioned candidates have consented to their positions.
13. 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 invoice as approved by the Company.
14. Election of 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. Janne Rajalahti will act as the principal auditor.
The term of the auditor expires at the end of the first Annual General Meeting following the election.
15. 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 shares, which currently corresponds 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. 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 despite the part of the previously given authorization that has been given for the Company’s share-based incentive schemes. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2020.
16. Authorization of the Board of Directors to decide on the repurchase of company’s own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide 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 authorization includes the Board’s right to resolve on a directed repurchase or the acceptance of 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 authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2020.
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.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The afore mentioned proposals of the Board of Directors and shareholders relating to the agenda of the Annual General Meeting, this notice as well as Kamux Corporation’s annual accounts, the report of the Board of Directors and the auditor's report in Finnish will be available on Kamux Corporation’s website at www.kamux.com no later than 22 March 2019. The annual report of Kamux Corporation will be available on the above-mentioned website no later than week 12.
The proposals of the Board of Directors and the annual accounts will also be available at the meeting. Copies of these 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 26 April 2019.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 2 April 2019 in the shareholders' register of the Company held by Euroclear Finland Ltd, 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, who wants to participate in the Annual General Meeting, shall register for the meeting no later than 9 April 2019 at 10:00 a.m. by giving a prior notice of participation. The notice must reach the company before the registration time closes. Such a notice can be given:
a) on Kamux Corporation’s website https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2019/
b) by regular mail to Kamux Corporation, AGM, Essi Suomalainen, Parolantie 66 A, 13130 Hämeenlinna, Finland; or
c) by telephone to +358 400 629 337 / Otala on weekdays between 10:00 a.m. – 3:00 p.m.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a potential assistant or proxy representative and the personal identification number of the proxy representative. In case the shareholder chooses to register online, he/she shall provide the identification information required by the service.
The personal data given to Kamux Corporation will be used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. 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 2 April 2019, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the 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 10:00 a.m. on 9 April 2019. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's 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 must 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 10:00 a.m. on 9 April 2019.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Any proxy documents should be delivered in originals to Kamux Corporation, AGM, Essi Suomalainen, Parolantie 66 A, 13130 Hämeenlinna, Finland, before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
Participants arriving by car may park at their own cost in the Scandic Marina Congress Center’s parking hall.
On the date of this notice to the Annual General Meeting, 11 March 2019, the total number of shares and votes in Kamux Corporation is 39,987,294 shares and votes.
In Hämeenlinna, 11 March 2019
KAMUX CORPORATION
BOARD OF DIRECTORS
For more information:
Satu Otala, Director of Communications
Tel. +358 400 629 337
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 46 car showrooms in Finland, fourteen in Sweden and four in Germany. Since its founding, the company has sold more than 200,000 used cars, of which 46,596 were sold in 2018. Kamux’s revenue reached EUR 527.8 million in 2018. In 2018, Kamux’s average number of employees was 472 in terms of full-time equivalent employees. The shares of Kamux are listed on Nasdaq Helsinki.
www.kamux.com