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 20, 2021 at 10.40 a.m.
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 Tuesday 20 April 2021. The Meeting approved the Annual Accounts for the financial year 2020 and discharged the members of the Board of Directors and CEO from liability. Further, The Annual General Meeting approved the 2020 Remuneration Report of the Governing Bodies with an advisory resolution.
Payment of dividend
The Board of Directors’ proposal for a dividend of EUR 0.24 per share was approved. The dividend will be paid in two instalments. The record date for the first dividend instalment is April 23, 2021 and the dividend will be paid on April 30, 2021. The record date for the second dividend instalment is October 22, 2021 and the dividend will be paid on October 29, 2021. The Board was 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.
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 and Mr. Harri Sivula, Ms. Reija Laaksonen, Mr. Antti Mäkelä, Mr. Jokke Paananen and Mr. Tuomo Vähäpassi were re-elected as members of the Board of Directors and Mr. Tapio Pajuharju was elected as new member of the Board of Directors. The Annual General Meeting elected Mr. Harri Sivula as the Chairman of the Board and Mr. Tuomo Vähäpassi as the Vice Chairman of the Board.
The Annual General Meeting resolved an annual compensation of EUR 60,000 be paid for the Chairman of the Board and EUR 30,000 for the Board Members, and an additional compensation of EUR 5,000 per year to the Chairman of the Audit Committee and EUR 2,500 for each member of the Audit Committee. It was resolved that 40 per cent of the annual fee of the Chairman 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 1,2021 to March 31, 2021. The rest of the annual fee would be paid in cash, which is used to cover taxes arising from the fees. The fees of the committee will be paid in cash. If the Board of Directors decides to establish new committees, the annual fees of the Chairman and the members of the new committee are equal to the annual fees of the Chairman and the members of the Audit Committee. 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 the invoice as accepted by Company. PricewaterhouseCoopers Oy has informed that Authorized Public Accountant Mr. Janne Rajalahti will act as the principal auditor.
Authorizing the Board of Directors to decide on the share issue
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 the shareholders’ pre-emptive right (directed issue). The authorization cancels previous authorization regarding share issue given to Board of Directors by the Annual General Meeting on April 21, 2020. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2022.
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 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 cancels previous authorization given to Board of Directors by the Annual General Meeting on April 21, 2020. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2022. 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.
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. Tuomo Vähäpassi (chairman), Ms. Reija Laaksonen and Mr. Antti Mäkelä as the members of the Audit Committee. The Board resolved not to establish other committees.
The Board assessed the independence of the directors in accordance with the Finnish Corporate Governance Code. It was concluded that all elected members are independent from the company and its significant shareholders.
In Hämeenlinna, April 20, 2021
Kamux Corporation
More information:
Juha Kalliokoski, CEO
Contacts:
Communications Director, Satu Otala
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. 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 78 car showrooms in Finland, Sweden and Germany. Since its founding, the company has sold approximately 300,000 used cars, 60,657 of which were sold in 2020. Kamux’s revenue reached EUR 724.1 million in 2020. In 2020, Kamux’s average number of employees was 713 in terms of full-time equivalent employees. The shares of Kamux are listed on the Nasdaq Helsinki stock exchange.