HELSINKI, March 16, 2020 /PRNewswire/ --
Kamux Corporation Stock Exchange Release
16 March 2020 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 Tuesday 21
April 2020 at 10 a.m. at Klaus
K Hotel Rake Ballroom, at address Erottajankatu 4 C, 00120
Helsinki.
The reception of persons who have registered for the meeting and
the distribution of voting tickets will commence at 9 a.m.
Kamux aims to keep its shareholders safe during the coronavirus
pandemic. To mitigate the risks in its Annual General Meeting:
- All presentations and speeches are kept short. Shareholders can
later watch the presentations on the company's investors
website
- Participation of members of the Board of Directors and the
Management Team is limited to the minimum
- The proposed new Members of the Board will be presented via
video
- There will be no refreshments served
- In the meeting room, there will be additional space between
seats
- Microphones will not be circulated
In addition, Kamux advises those shareholders who have possibly
been exposed to the coronavirus or have symptoms of illness, or who
are considered to be part of the risk group, to consider not
attending to the meeting venue and authorising another person to
represent them at the meeting.
Kamux follows the development of the coronavirus situation and
makes updates on
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2020/ and/or
by stock exchange release about additional information regarding
the meeting arrangements if any. The Company kindly asks the
participants to follow the Company's website also after the
registration.
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 2019
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 a dividend of EUR 0.23 per share to be distributed for the
financial year of 1 January 2019 -
31 December 2019. The Board proposes
that the dividend for the financial year 2019 will be paid in two
instalments. The first 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 first dividend instalment payment
record date of April 23, 2020. The
Board proposes that the first dividend instalment pay date be
April 30, 2020. The second dividend
instalment 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
October 23, 2020. The Board proposes
that the second dividend instalment pay date be October 30, 2020. 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.
9. Resolution on the discharge of the members of the Board of
Directors and the CEO from liability
10. Handling of the remuneration policy for governing
bodies
Presentation of the Remuneration Policy for Governing Bodies and
an advisory resolution of the general meeting regarding the
approval of the remuneration Policy. The Remuneration Policy is
attached to his notice as Appendix 1 and will also be available on
the company's website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2020/ as
from 16 March 2020.
11. Resolution on the remuneration of the members of the
Board of Directors
A shareholder holding 20.99 per cent of the Company's total
number of shares proposes to the Annual General Meeting of
Shareholders that the annual fees payable to the members of the
Board of Directors elected at the same meeting for a term until the
close of the Annual General Meeting of Shareholders in 2021 are the
following:
- EUR 60,000 for the Chairman of
the Board of Directors
- EUR 30,000 for each member of the
Board of Directors
- EUR 5,000 for the Chairman of the
Audit Committee
- EUR 2,500 for each member of the
Audit Committee.
A shareholder holding 20.99 per cent of the Company's total
number of shares proposes that 40 per cent of the annual fee of the
Chairman 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 1,2020 to March 31, 2020. 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 would 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 would be reimbursed in accordance with the
Company's travel policy.
12. Resolution on the number of members of the Board of
Directors
A shareholder holding 20.99 per cent of the Company's total
number of shares proposes to the Annual General Meeting that six
(6) members be elected to the Board of Directors.
13. Election of members, the Chairman and the Vice Chairman
of the Board of Directors
A shareholder holding 20.99 per cent of the Company's total
number of shares proposes to the Annual General Meeting that
Harri Sivula, Reija Laaksonen, David
Nuutinen and Jokke Paananen be re-elected as members of the
Board of Directors and Antti Mäkelä and Tuomo Vähäpassi be elected
as new members of the Board of Directors. In addition, the
above-mentioned shareholder proposes to the Annual General Meeting
that Harri Sivula be elected as the
Chairman of the Board and David
Nuutinen as Vice Chairman of the Board. Company's current
Chairman of the Board of Directors, Matti
Virtanen, has notified that he is no longer available to be
elected as a member 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. The afore-mentioned shareholder has assessed that
Harri Sivula, Reija Laaksonen, Antti Mäkelä, David Nuutinen and Tuomo Vähäpassi are
independent from the Company and its significant shareholders.
Jokke Paananen is independent from the Company.
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-2020/
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
invoice as approved by the Company.
15. 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.
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 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 a payment or without consideration. The issuance of
shares may be carried out in deviation from the 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 previous unused authorizations
regarding share issues including the previously given authorization
that has been given for the Company's share-based incentive schemes
and would have ended on 26 April
2021. The authorization is valid until the closing of the
next Annual General Meeting, however, no longer than until
30 June 2021.
17. 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 (two million) company's own shares using the
unrestricted equity of the company representing about 5 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 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
2021.
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.
18. Establishment of a Shareholders' Nomination Board
The Board of Directors proposes that the Annual General Meeting
resolves to establish a shareholders' nomination board, whose
purpose is to annually prepare and present to the Annual General
Meeting, and to Extraordinary General Meeting when necessary, the
proposals for the composition of the Board of Directors (the amount
of members and the persons) and for the renumeration in accordance
with the Renumeration Policy for the Governing Bodies. In addition,
the Nomination Board's duty is to look for successor candidates for
the Board Members and to prepare the Board of Directors' principles
regarding diversity. In addition, the Board of Directors proposes
that the Annual General Meeting resolves to approved the Rules of
Procedure for the Shareholders' Nomination Board attached hereto as
Appendix 2 and will be available on the Company's website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2020/ as
from 16 March 2020.
The Nomination Board consists of four (4) members, of which each
Company's three (3) largest shareholders are entitled to appoint
one member. In addition, the Chairman of the Board of Directors is
a member of the Nomination Board. The Company itself cannot be a
member of the Nomination Board. The representatives of the
Company's operative management or the Company's employees cannot be
members personally, but as shareholders they can appoint a member
to the Nomination Board.
The right to appoint members representing the shareholders
belongs to the three 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 September 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
August 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 a reliable evidence of the
number of shares owned by them on the first business day of
September 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 8th business day of September.
The Chairman of the Board of Directors shall summon, according
to the afore-mentioned shareholdings, the three (3) largest
shareholders to appoint one member each to the Nomination Board. If
two or more shareholders have the same number of shares and votes
and the members appointed by all of them cannot be appointed, the
matter will be settled by lot. If a shareholder does not want to
use their right to appointment, the right transfers to the next
largest shareholder, who would not otherwise have a right to
appointment.
The Chairman of the Board of Directors shall convene the first
meeting of each term of the Nomination Board. The representative of
the largest shareholder shall be selected as the Chairman of the
Nomination Board, unless the Nomination Board decides otherwise.
The Chairman of the Board of Directors cannot be the Chairman of
the Nomination Board. After the first meeting, the Nomination Board
shall summon by invitation of the Chairman of the Nomination
Board.
Once the Nomination Board has been selected, the Company shall
announce the composition by a stock exchange release.
The Nomination Board is founded for the time being, until the
General Meeting resolves otherwise. The members of the Nomination
Board shall be appointed annually, and the term of the members
shall end when the new members have been appointed to the
Nomination Board.
19. 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 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
31 March 2020. The annual report of
Kamux Corporation will be available on the above-mentioned website
no later than week 13.
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 5 May
2020.
C. Instructions for the participants in the Annual General
Meeting
1. Shareholders registered in the shareholders'
register
Each shareholder, who is registered on 7
April 2020 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 16 April 2020 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:
- on web-based service maintained by Euroclear Finland Ltd. using
this link:
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2020/
- by telephone to +358 400 629 337 / Otala on weekdays
between 10:00 a.m. - 3:00 p.m.;
or
- by regular mail to Kamux Corporation, AGM, Essi Suomalainen, Parolantie 66 A, 13130
Hämeenlinna, Finland.
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 7 April
2020, 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 16 April 2020. 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 7 April 2020.
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.
Arrival: Q-Park Iso Erottaja is located under Klaus K hotel and
from the parking hall there is direct connection to the main
entrance of the hotel.
On the date of this notice to the Annual General Meeting,
16 March 2020, the total number of
shares and votes in Kamux Corporation is 40,017,420 shares and
votes. On the date of this notice the Company holds 2,323 own
shares is its possession.
In Hämeenlinna, 16 March 2020
KAMUX CORPORATION
BOARD OF DIRECTORS
Appendix 1: Remuneration Policy for Governing Bodies
Appendix 2: Rules of Procedure for the Shareholders' Nomination
Board
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.
Kamux combines online shopping with an extensive showroom network
to provide a great customer experience anytime, anywhere. In
addition to digital channels, the company has total of 72 car
showrooms in Finland, Sweden and Germany. Since its founding, the company has
sold more than 250,000 used cars, 55,432 of which were sold in
2019. Kamux's revenue reached EUR 658.5
million in 2019. In 2019, Kamux's average number of
employees was 595 in terms of full-time equivalent employees. The
shares of Kamux are listed on the Nasdaq Helsinki stock
exchange.
www.kamux.com
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/kamux/r/notice-to-the-annual-general-meeting,c3060022
The following files are available for download:
https://mb.cision.com/Main/17647/3060022/1211644.pdf
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Kamux_Remuneration
policy
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https://mb.cision.com/Public/17647/3060022/a18c833ee652c36b.pdf
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Kamux Rules of
procedure of the Shareholders Nomination Board
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