HELSINKI, April 20,
2022 /PRNewswire/ -- Kamux Corporation's Annual
General Meeting was held on Wednesday, April
20, 2022. The Meeting approved the Annual Accounts for the
financial year 2021 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 0.20 per share was approved. The dividend
will be paid in two instalments. The shareholders did not demand
the distribution of a minority dividend. The record date for the
first dividend instalment, EUR 0.08,
is April 22, 2022, and the dividend
will be paid on April 29, 2022. The
record date for the second dividend instalment, EUR 0.12, is October 21,
2022, and the dividend will be paid on October 28, 2022. The Board of Directors was
authorized, if necessary, to decide 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 seven members. In accordance with the
proposal of the Shareholders' Nomination Board, Ms. Reija Laaksonen, Mr. Antti Mäkelä, Mr. Tapio
Pajuharju, Mr. Harri Sivula, and Mr.
Tuomo Vähäpassi were re-elected as members of the Board of
Directors and Mr. Terho Kalliokoski
and Ms. Jaana Viertola-Truini were elected as new members of the
Board of Directors. In accordance with the proposal of the
Shareholders' Nomination Board, the Annual General Meeting elected
Mr. Harri Sivula as the Chairperson
of the Board and Mr. Tuomo Vähäpassi 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-2022/
In accordance with the proposal of the Shareholders' Nomination
Board, the Annual General Meeting resolved an annual
compensation of EUR 65,000 be paid
for the Chairperson of the Board and EUR
30,000 for the Board Members, and an additional compensation
of EUR 5,000 per year to the
Chairperson of the Audit Committee and EUR
2,500 for each member of the Audit 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, 2022 to March 31, 2022. 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 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 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 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 20, 2021. The authorization is valid until
the closing of the next Annual General Meeting, however, no longer
than until June 30, 2023.
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 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, 2021. The authorization is valid until
the closing of the next Annual General Meeting, however, no longer
than until 30 June 2023.
Amendment of the Rules of Procedure for the Shareholders'
Nomination Board
The Annual General Meeting resolved to amend the rules of
procedure for the Shareholders' Nomination Board, in accordance
with the proposal of the Nomination Board.
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-2022/ no
later than on May 4, 2022
Ms. 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. Tuomo
Vähäpassi (chairperson), Mr. Tapio Pajuharju and Ms. Jaana
Viertola-Truini as members of the Audit Committee. Additionally,
the Board resolved to establish a Personnel and Remuneration
Committee and appointed Ms. Reija
Laaksonen (chairperson), Mr. Antti Mäkelä and Mr.
Terho Kalliokoski as members.
Kamux Corporation
For further information, please contact:
Katariina Hietaranta, Head of Communications, tel. +358
50 557 6765
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 a 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. Kamux
Oyj is listed on Nasdaq Helsinki Ltd.
www.kamux.com
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