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Kamux Oyj (0RP3)

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Thursday 22 March, 2018

Kamux Oyj

Kamux Oyj: NOTICE TO THE ANNUAL GENERAL MEETING

Kamux Oyj: NOTICE TO THE ANNUAL GENERAL MEETING

Kamux Corporation   STOCK EXCHANGE RELEASE   22 March 2018 at 09:30

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Kamux Corporation to the Annual General Meeting held on Thursday 26 April 2018 at 10 a.m. at Scandic Marina Congress Center, Nordia Hall, at address Katajanokanlaituri 6, 00160 Helsinki.

The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9 a.m.

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 2017

- Review by the CEO.

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 to the Annual General Meeting that a dividend of EUR 0,12 per share be paid for the financial year 1 January 2017 - 31 December 2017. The dividend will be paid to the shareholders registered in the shareholders' register of the Company held by Euroclear Finland Ltd on the record date 30 April 2018. The Board of Directors proposes that the dividend be paid on 8 May 2018.

9. Resolution on the discharge of the members of the Board of Directors and the

CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The shareholders representing more than 36 % of the Company's voting rights have informed of their intention to propose to the Annual General Meeting that the Chairman of the Board of Directors be paid EUR 3,000.00 per month and the other Board members each EUR 1,700.00 per month, and that the Board members belonging to a committee be paid additional EUR 1,500.00 per year. Travel expenses would be reimbursed in accordance with the Company's travel policy.

11. Resolution on the number of members of the Board of Directors

The shareholders representing more than 36 % of the Company's voting rights have informed of their intention to propose to the Annual General Meeting that six (6) members be elected to the Board of Directors.

12. Election of members, the Chairman and the Vice Chairman of the Board of Directors

The shareholders representing more than 36 % of the Company's voting rights have informed of their intention to propose to the Annual General Meeting that Matti Virtanen, Reija Laaksonen, David Nuutinen, Jokke Paananen, Vesa Uotila and Harri Sivula be elected as members of the Board of Directors. In addition, the above mentioned shareholders have informed of their intention to propose to the Annual General Meeting that Matti Virtanen be elected as the Chairman of the Board and Harri Sivula as Vice Chairman 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.

13. 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.

14. 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.

15. 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 shares, which currently corresponds to approximately 10 % of all the shares in the company. However, out of the above maximum number of shares to be issued no more than 400,000 shares, currently corresponding to approximately 1 % of all the shares in the company, may be issued as part of the company's share-based incentive programs.

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. The authorization is valid for three (3) years from the date of the decision of the Annual General Meeting, except that the authorization for purposes other than the Company's share based incentive schemes is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2019.

16. Proposal of the Board of Directors to amend the Articles of Association

The Board of Directors proposes to the Annual General Meeting that Articles 8 and 10 of the Articles of Association of the Company to be amended as follows:

"8 § Representation rights of the company

Two (2) members of the Board of Directors together have the right to represent the company. The Board of Directors may grant the right to represent the company to a named person. The Board of Directors resolves on procuration rights."

"10 § Notice to the general meeting of shareholders

The notice convening the general meeting of shareholders must be delivered to the shareholders by publishing the notice on the company's website or by a newspaper announcement which is published in one or more widely circulated daily newspapers chosen by the Board of Directors no earlier than three (3) months and no later than three (3) weeks before the meeting, and in any case at least nine (9) days before the record date of the general meeting of shareholders.

In order to be able to attend the general meeting of shareholders, the shareholder must notify the company at the latest on the date mentioned in the notice, which may be no earlier than ten (10) days before the general meeting of shareholders.

The venue for the general meeting of shareholders must be located in Helsinki or Hämeenlinna, Finland."

17. Closing of the meeting

B. Documents of the Annual General Meeting

The aforementioned proposals of the Board of Directors and shareholders relating to the agenda of the Annual General Meeting, this notice as well as Kamux Corporation's 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 5 April 2018. The annual report of Kamux Corporation will be available on the above-mentioned website no later than week 14.

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 11 May 2018.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 16 April 2018 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 23 April 2018 at 10:00 a.m. by giving a prior notice of participation. The notice letters or email must arrive before the mentioned registration time closes. Such a notice can be given:

a) on Kamux Corporation's website http://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2018/

b) by telephone to +358 400 629 337 on weekdays between 10:00 a.m. - 3:00 p.m.; or

c) by regular mail to Kamux Corporation, AGM, 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 16 April 2018, 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 23 April 2018. 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 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 10:00 a.m. on 23 April 2018.

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, 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.

There are parking spaces in the Scandic Marina Congress Center's own parking hall.

On the date of this notice to the Annual General Meeting, 22 March 2018, the total number of shares and votes in Kamux Corporation is 39,987,294 shares and votes.

In Hämeenlinna, 22 March 2018

KAMUX CORPORATION

BOARD OF DIRECTORS

 

For more information:

Satu Heikkilä, 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. The first Kamux car showroom started its operations in 2003 in Hämeenlinna, Finland and the company currently has 42 car showrooms in Finland, ten in Sweden and two in Germany. Since its founding, the company has sold more than 160,000 used cars, of which 40,957 were sold in 2017. Kamux's revenue reached EUR 454.9 million in 2017. In 2017, Kamux's average number of employees was 418 in terms of full-time equivalent employees. The shares of Kamux are listed on Nasdaq Helsinki.

 

www.kamux.com




This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Kamux Oyj via Globenewswire


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