HELSINKI, March 25, 2021 /PRNewswire/ -- Notice is given to
the shareholders of Kamux Corporation to the Annual General Meeting
held on Tuesday 20 April 2021 at
10 a.m. The AGM will be held under
extraordinary meeting procedures without shareholders' or their
proxy representatives' presence at Hotel Kämp's Symposion meeting
venue, Pohjoisesplanadi 29, 00100 Helsinki.
The Board of Directors of the company has resolved on
exceptional meeting procedures based on the so-called temporary act
which came into force on 3 October
2020 (677/2020). To prevent the spread of the corona
pandemic, it is no possible to attend the meeting at site.
The company's shareholders may participate in the Annual General
Meeting and exercise their shareholder rights only by voting in
advance and by presenting counterproposals or questions in advance.
Instructions for shareholders are provided in section C.
"Instructions for the participants in the Annual General
Meeting".
The company's Board of Directors, the CEO, Management Team, the
auditor and persons nominated as members of the Board will not
participate in the Annual General Meeting and they will not give
any addresses. Furthermore, no webcast to the Annual General
Meeting will be provided.
The company organizes a separate open virtual event for its
shareholders on 20 April 2021 at
11.00 after the Annual General Meeting. The virtual event includes
a greeting from the Chairperson of the Board and a speech given by
the CEO. The participants of the virtual event will also have the
possibility to ask questions from the management of the company.
These questions are not questions referred to in Chapter 5, Section
25 of the Limited Liability Companies Act, but such questions to
the Annual General Meeting need to be asked in advance as further
described below. More information on the possibility to participate
in the virtual event will be found on at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/.
The event is not part of the Annual General Meeting, and it will be
held only in Finnish.
A. Matters on the agenda of the Annual General
Meeting
1.
1.
1. Opening of the meeting
2. Calling the meeting to order
1.
Johanna Hölli-Koskipirtti, LL.M, will act as Chairman of the
Annual General Meeting. Should Johanna Hölli-Koskipirtti for a
weighty reason not be able to act as Chairman of the Annual General
Meeting, the company's Board of Directors will appoint another
person that it deems most suitable to act as Chairman.
3. Election of persons to scrutinize the minutes and to
supervise the counting of votes
The company's Communications Director, Satu Otala, will scrutinize the minutes and
supervise the counting of votes. Should Satu Otala for a weighty reason not be able to
attend to these tasks, the company's Board of Directors will
appoint another person that it deems most suitable to scrutinize
the minutes and supervise the counting of votes.
1.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and
adoption of the list of votes
Shareholders who have voted in advance in accordance with the
instructions set out in this notice and who have the right to
attend the Annual General Meeting in accordance with Chapter 5,
Sections 6 and 6a of the Finnish Companies Act will be recorded to
have attended the Annual General Meeting. The list of votes will be
adopted according to the information provided by Euroclear Finland
Ltd.
1.
6. Presentation of the annual accounts, the report of the
Board of Directors and the Auditor's report for the year
2020
As participation in the Annual General Meeting is possible only
in advance, the Annual Review published on 19 March 2021, which includes the company's
annual accounts, consolidated accounts, the report of the Board of
Directors and the auditor's report is deemed to have been presented
to the Annual General Meeting. The document is available on the
company's website.
1.
CEO Juha Kalliokoski's video
review of 2020 is available on the Company's website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/ on
25 March 2021 at 2 p.m. The video review is held in Finnish.
1.
7. Adoption of the annual accounts
1.
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 0.24 per share to be distributed for the year
2020 and that the other distributable earnings be held in
unrestricted equity (for the year 2019 a dividend of EUR 0.23 per share was distributed). The Board
proposes that the dividend for the financial year 2020 will be paid
in two instalments. The first dividend instalment, EUR 0.11 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, 2021. The
Board proposes that the first dividend instalment pay date be
April 30, 2021. The second dividend
instalment, EUR 0.13 per share, 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 22, 2021. The Board proposes that the
second dividend instalment pay date be October 29, 2021. 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 for the financial year
2020
10. Handling of the remuneration report for governing
bodies
As participation in the Annual General Meeting is possible only
in advance, the Remuneration Report published by a stock exchange
release on 19 March 2021, is deemed
to have been presented to the Annual General Meeting. The
Remuneration Report is available on the company's website.
11. Resolution on the remuneration of the members of the
Board of Directors
The Shareholders' Nomination Board proposes to the Annual
General Meeting 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 in 2022 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.
The Shareholders' Nomination Board 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
1,2021 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 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
The Shareholders' Nomination Board 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
The Shareholders' Nomination Board proposes to the Annual
General Meeting that Reija
Laaksonen, Antti Mäkelä, Jokke Paananen, Harri Sivula and Tuomo Vähäpassi be re-elected
as members of the Board of Directors and Tapio Pajuharju be elected
as new member of the Board of Directors. In addition, the
Shareholders' Nomination Board proposes to the Annual General
Meeting that Harri Sivula be elected
as the Chairman of the Board and Tuomo Vähäpassi as Vice Chairman
of the Board.
The term of the members 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
Shareholders' Nomination Board has assessed that all proposed
members of the Board of Directors are independent from the company
and its significant shareholders.
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-2021/.
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 the 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 the authorization given to the Board
of Directors by the Annual General Meeting of 21 April 2020 is valid until the closing of the
next Annual General Meeting, however, no longer than until
30 June 2022.
17. Authorizing the Board of Directors to decide on the
repurchase of company's own shares
The Board of Directors proposes that the Annual General Meeting
authorizes 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 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 the authorization given to the Board
of Directors by the Annual General Meeting of 21 April 2020 and is valid until the closing of
the next Annual General Meeting, however no longer than until
30 June 2022.
18. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of
the Annual General Meeting as well as this notice are available on
Kamux Corporation's website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/ .
Copies of the aforementioned 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 4 May
2021.
C. Instructions for the participants in the Annual General
Meeting
In order to prevent the spread of the corona pandemic, the
Annual General Meeting will be organized so that the shareholders
and their proxy representatives are not allowed to participate in
the Annual General Meeting at the meeting venue nor via webcast.
The company's shareholders can participate in the Annual General
Meeting and exercise their shareholder rights only in advance in
accordance with the instructions set out below.
1.
1. Right to participate
Each shareholder, who is registered in the shareholders'
register of the company held by Euroclear Finland Ltd on the record
date of the Annual General Meeting, which is 8 April 2021, 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 can
participate in the Annual General Meeting and exercise his/her
shareholder rights only by voting in advance in accordance with the
instructions set out below.
Changes in the ownership of shares after the record date of the
Annual General Meeting do not affect the right to participate in
the meeting or the number of votes of the shareholder.
Instructions for holders of nominee registered shares are set
out below under Section C.4 "Holders of nominee registered
shares".
2. Registration and voting in advance
Registration for the Annual General Meeting and advance voting
will begin at 12.00 noon on 30 March
2021 following the deadline for submitting counterproposals
as further set out in section 5 below. A shareholder registered in
the shareholders' register of the company, who wishes to
participate in the Annual General Meeting, must register for the
Annual General Meeting and vote in advance no later than by
13 April 2021 at 4.00 p.m., by which time the registration and
votes must have been received.
A shareholder, whose shares are registered on his/her Finnish
book-entry account, can register and vote in advance on certain
matters on the agenda between 12.00 noon on 30 March 2021 and 4.00
p.m. on 13 April 2021 in the
following ways:
a) electronically through the company's website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/
Registration requires strong electronic authentication of a
shareholder who is a natural person. When a shareholder who is a
natural person logs into the service through the Company's website,
he/she is directed to the electronic authentication. After this, a
shareholder can in one session register to the Annual General
Meeting, authorize another person and vote in advance. Strong
electronic authentication can be made with online banking codes or
a mobile certificate. For shareholders that are legal persons, no
strong electronic authentication is required. However, shareholders
that are legal persons must provide their book-entry account number
and other required information.
b) by e-mail or regular mail
A shareholder may send the advance voting form available on the
company's website to Euroclear Finland Ltd by e-mail to
yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland
Ltd, Yhtiökokous/Kamux Corporation, P.O. Box 1110, FI-00101
Helsinki, Finland. The advance
voting form will be available at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/ once
the registration and advance voting begins on 30 March 2021 at 12.00 noon or shortly
thereafter.
A shareholder's advance votes are registered and taken into
account if the shareholder registers and votes in advance in
accordance with the applicable instructions and duly provides all
required information in connection thereto before the expiry of the
registration and advance voting period.
The voting instructions will also be available on the company's
website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/.
In connection with the registration, a shareholder or a proxy
representative is required to provide the requested personal
information. The personal information given to the company by
shareholders and proxy representatives is only used in connection
with the Annual General Meeting and with the processing of related
necessary registrations.
3. Proxy representative and powers of attorney
A shareholder is entitled to participate and make use of his or
her rights as a shareholder at the Annual General Meeting by
proxy.
A person holding a shareholder's proxy should be in possession
of a dated proxy document or otherwise be able to show in a
reliable manner that he or she is entitled to act in this capacity
on behalf of a shareholder. In the event that a shareholder is
represented by more than one proxy representative representing
shares held in different securities accounts, each proxy
representative should state which shares he or she represents when
registering to attend the Annual General Meeting.
A proxy and voting instruction template will be available at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/ once
the registration and advance voting begins on 30 March, 2021 at 12.00 noon or shortly
thereafter.
A shareholder, who will not vote in advance himself/herself, may
without any cost for the shareholder use the Company's proxy
authorization service and authorize Senior Legal Counsel
Soila Söderström at Fondia Plc., or
another of the Company legal advisor appointed by her, to act as a
proxy representative and exercise the shareholder's voting rights
at the Annual General Meeting in accordance with the voting
instructions given by the shareholder. A signed proxy document
including an advance voting form must be delivered to Ms. Soila
Söderström, by regular mail or e-mail (before the end of the
registration and advance voting period, by which time the documents
must be received). Soila Söderström's contact details are: Fondia
Plc, Soila Söderström/Kamux Corporation, P.O.Box 4, 00101 Helsinki;
e-mail: soila.soderstrom@fondia.com.
A shareholder may participate in the Annual General Meeting and
exercise his/her rights thereat also by appointing another proxy
representative of his/her choice. A proxy representative appointed
by a shareholder must also vote in advance by regular mail or
e-mail in the herein described manner (a proxy representative
cannot vote in the electronic advance voting system).
A proxy representative must deliver a proxy document given to
him/her including an advance voting form or corresponding
information by regular mail to Euroclear Finland Ltd, Yhtiökokous /
Kamux Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to
yhtiokokous@euroclear.eu before the end of the registration
and advance voting period, by which time the documents or
corresponding information must be received. Delivery of a proxy
document and an advance voting form to Euroclear Finland Ltd before
the expiration of the registration period constitutes due
registration for the Annual General Meeting.
Holders of nominee registered shares should register and vote in
advance in accordance with the instructions set out under Section
C.4 "Holders of nominee registered shares".
4. 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 the record date of the Annual General
Meeting, on 8 April 2021, would be
entitled to be registered in the shareholders' register of the
company maintained by Euroclear Finland Oy Ltd. The right to
participate in the Annual 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 15
April 2021 at 10.00 a.m. As
regards nominee registered shares this constitutes due registration
for the Annual General Meeting. Changes in the ownership of shares
after the record date of the Annual General Meeting do not affect
the right to participate in the Annual General Meeting or the
number of votes of the shareholder.
A holder of nominee registered shares is advised to request
without delay necessary instructions regarding the registration in
the temporary shareholders' 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 has to 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 15 April 2021 at
10.00 a.m.
The account management organization of the custodian bank shall
also take care of the voting in advance on behalf of the holders of
nominee-registered shares within the registration period applicable
to nominee-registered shares.
5. Counterproposals, right to ask questions and other
information
Shareholders representing at least one hundredth (1/100) of all
the shares in the company have the right to make counterproposals
concerning the matters on the agenda of the Annual General Meeting
to be placed for a vote. Such counterproposals shall be delivered
to the company by e-mail to ir@kamux.com at the latest
by 29 March 2021 at 4.00 p.m., by which time the counterproposals
must be received by the company.
A counterproposal is eligible for voting at the Annual General
Meeting if the shareholders who have made the counterproposal have
the right to attend the meeting and on the record date of the
Annual General Meeting represent at least one hundredth (1/100) of
all shares in the company. If a counterproposal is not eligible for
voting at the Annual General Meeting, the votes given in favor of
such a counterproposal will not be taken into account. The company
will publish potential counterproposals eligible for voting on the
company`s website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/ on
30 March 2021, at the latest.
A shareholder has the right to ask questions with respect to the
matters to be considered at the Annual General Meeting pursuant to
Chapter 5, Section 25 of the Finnish Companies Act. Such questions
must be sent by e-mail to ir@kamux.com by 6 April 2021 at 4.00
p.m., by which time the questions must be received by the
company. Such questions by shareholders, responses to such
questions by the company`s management as well as other
counterproposals than those eligible for voting will be available
on the company`s website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2021/ on
9 April, at the latest.
In connection with asking questions, shareholders are required
to provide adequate evidence of their shareholding.
On the date of this notice to the Annual General Meeting,
25 March 2021, 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 On the date of this
notice the Company holds 43,707 own shares is its possession.
In Hämeenlinna, 25 March 2021
KAMUX CORPORATION
BOARD OF DIRECTORS
More information:
Communications Director, Satu Otala,
tel. +358 400 629 337
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 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.
www.kamux.com
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