HELSINKI, April 20, 2021 /PRNewswire/ -- 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
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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