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Resolutions of the Annual General Meeting of Kamux Corporation and the Decisions of the Constitutive Meeting of the Board of Directors

12.04.2019

Kamux Corporation   Stock Exchange Release   April 12, 2019 at 12:15

Resolutions of the Annual General Meeting of Kamux Corporation and the Decisions of the Constitutive Meeting of the Board of Directors

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Kamux Corporation’s Annual General Meeting was held on Friday 12 April 2019. The Meeting approved the Financial Statements and discharged the members of the Board of Directors and CEO from liability for the year of 2018. The Board of Directors proposal for a dividend of EUR 0.16 per share was approved. The record date for dividend payments is April 16, 2019 and the dividend will be paid on April 25, 2019.

The Annual General Meeting confirmed that the Board of Directors will consist of six members and Mr. Matti Virtanen, Ms. Reija Laaksonen, Mr. David Nuutinen, Mr. Jokke Paananen, Mr. Vesa Uotila and Mr. Harri Sivula were re-elected as members of the Board of Directors. The Annual General Meeting elected Mr. Matti Virtanen as the Chairman of the Board and Mr. Harri Sivula as the Vice Chairman of the Board.

The Annual General Meeting resolved a monthly compensation of EUR 3,000 be paid for the Chairman of the Board and EUR 1,700 for the Board Members, and an additional compensation of EUR 1,500 per year to the Board members belonging to a committee. Travel expenses will be reimbursed in accordance with the Company’s travel policy.

Authorized Public Accountant PricewaterhouseCoopers Oy was re-elected as the company’s auditor. 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.

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. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive right (directed issue). The authorization cancels previous unused authorizations regarding share issues despite the part of the previously given authorization that has been given for the Company’s share-based incentive schemes. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2020. 

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 is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2020. 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 establish an Audit Committee. The Board reappointed Mr. Harri Sivula (Chairman), Ms. Reija Laaksonen and Mr. Vesa Uotila as the members of the Audit Committee.

The Board assessed the independence of the directors in accordance with the Finnish Corporate Governance Code. It was concluded that Ms. Reija Laaksonen, Mr. David Nuutinen and Mr. Harri Sivula are independent of the company and its significant shareholders, Mr. Jokke Paananen and Mr. Vesa Uotila are independent of the company, and Mr. Matti Virtanen is independent of the significant shareholders of the company.

In Helsinki, April 12, 2019

Kamux Corporation

For more information, please contact:

Juha Kalliokoski, CEO

Tel. +358 50 544 5538

Kamux Corporation is a retail chain specializing in the sale of used cars and related integrated services that has grown rapidly. The first Kamux car showroom started its operations in 2003 in Hämeenlinna, Finland and the company currently has 47 car showrooms in Finland, fifteen in Sweden and four in Germany. Since its founding, the company has sold more than 200,000 used cars, of which 46,596 were sold in 2018. Kamux’s revenue reached EUR 527.8 million in 2018. In 2018, Kamux’s average number of employees was 472 in terms of full-time equivalent employees. The shares of Kamux are listed on Nasdaq Helsinki.

www.kamux.com