Kamux Oyj - Decisions of general meeting

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

Kamux Corporation, Stock Exchange Release, 18.4.2024 at 16:00

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 Thursday, April 18, 2024.
The Meeting approved the Annual Accounts for the financial year 2023 and
discharged the members of the Board of Directors and the CEO from liability and
made an advisory resolution to approve the remuneration report and remuneration
policy for the governing bodies.

Payment of dividend

In accordance with the proposal of the Board of Directors, the Annual General
Meeting decided to pay a dividend of EUR 0.17 per share in two installments. The
record date of the first dividend instalment, EUR 0.07, is April 22, 2024, and
the dividend will be paid on April 29, 2024. The record date of the second
dividend installment, EUR 0.10, is on October 24, 2024, and the dividend will be
paid on October 31, 2024. The Board of Directors was authorized, if necessary,
to decide on a new record date and payment date for the second payment
installment of the dividend, if the regulations or rules of the Finnish book
-entry system change or otherwise require it.

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
seven members. In accordance with the proposal of the Shareholders' Nomination
Board, Mr. Juha Kalliokoski, Mr. Terho Kalliokoski, Mr. Antti Mäkelä, Mr. Harri
Sivula and Ms. Jaana Viertola-Truini were re-elected as members of the Board of
Directors and Ms. Maren Kroll and Ms. Kati Riikonen were elected as new members
of the Board of Directors. The Annual General Meeting re-elected Mr. Terho
Kalliokoski as the Chairperson of the Board and Mr. Harri Sivula as the Vice
Chairperson of the Board. All information about the members that is relevant in
the work of a Board members has been presented on the Company's website at
https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/

In accordance with the proposal of the Shareholders' Nomination Board, the
Annual General Meeting also resolved an annual compensation of EUR 70,000 be
paid for the Chairperson of the Board and EUR 32,000 for the Board Members, and
an additional compensation of EUR 7,000 per year to the Chairperson of the Audit
Committee and the Personnel and Remuneration Committee and EUR 3,500 per year to
each member of the Audit Committee and Personnel and Remuneration Committee. In
addition, each Board member is paid a compensation of EUR 500 for each Board or
Committee meeting to which the member travels outside his/her country of
residence.

In accordance with the resolution, 40% of the annual fee of the Chairperson and
members of the Board of Directors are paid in Kamux Corporation shares either
purchased at the prevailing market price from the market or alternatively by
using own shares held by the Company after the publication of the interim report
for the period January 1-March 31, 2024. The rest of the annual fee will be paid
in cash, which is used to cover taxes arising from the fees. The Company pays
the transaction costs and transfer taxes related to the purchase and transfer of
shares. The fees of the committees will be paid in cash. If the Board of
Directors decides to establish new committees, the annual fees of the
Chairperson and the members of the new committee are equal to the annual fees of
the Chairperson and members of other committees. Travel expenses shall be
reimbursed in accordance with the Company's travel policy.

Auditor

In accordance with the proposal of the Board of Directors, the auditing firm
PricewaterhouseCoopers Oy was re-elected as the Company's auditor with Mr.
Markku Launis, Authorized Public Accountant appointed to act as the principal
auditor. PricewaterhouseCoopers Oy will also act as the sustainability reporting
assurer of the Company for the financial year 2024. PricewaterhouseCoopers Oy
will be paid a remuneration in accordance with a reasonable invoice as approved
by the Board of Directors. The auditor will also be paid a fee for the services
rendered for sustainability reporting assurance in accordance with a reasonable
invoice as approved by the Board of Directors.

Amendment of the Articles of Association

In accordance with the recommendation of the Board of Directors, the Annual
General Meeting resolved to amend the Articles of Association by adding the
obligation to appoint a sustainability reporting assurer (Article 9) and by
adding an obligation to handle the matters related to the sustainability
reporting assurer at the Annual General Meeting (Article 11) as well as by
allowing a General Meeting to be held in Espoo, Vantaa or Kauniainen in addition
to Helsinki and Hämeenlinna (Article 12).

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 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 authorization regarding share issue
given to Board of Directors by the Annual General Meeting on April 20, 2023. The
authorization is valid until the closing of the next Annual General Meeting,
however, no longer than until June 30, 2025.

Authorizing the Board of Directors to decide on the repurchase of 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 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 the 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 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 (ten) per cent 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 previous authorization given to Board of Directors by
the Annual General Meeting on April 20, 2023. The authorization is valid until
the closing of the next Annual General Meeting, however, no longer than until
June 30, 2025.

Minutes of the Annual General Meeting of Shareholders

The minutes of the Annual General Meeting will be on the Company's website at
https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/ no later
than on May 2, 2024.

Johanna Hölli-Koskipirtti, L.L.M., chaired the Annual General Meeting.

Decisions of the Constitutive Meeting of the Board of Directors

In its constitutive meeting after the Annual General Meeting, the Board of
Directors decided to appoint Harri Sivula (Chairperson), Jaana Viertola-Truini
and Juha Kalliokoski as members of the Audit Committee and appoint Maren Kroll
(Chairperson), Juha Kalliokoski and Antti Mäkelä as members of the Personnel and
Remuneration Committee. In accordance with the assessment of the Board of
Directors, Juha Kalliokoski is dependent on the Company and its significant
shareholders. The other members are independent of both the Company and its
major shareholders.

Kamux Corporation


For more information, please contact:
Katariina Hietaranta, Head of Communications & IR, tel. +358 50 557 6765

Kamux is a retail chain specialized in 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 a total of
77 car showrooms in Finland, Sweden and Germany. Since its founding in
Hämeenlinna, Finland, in 2003 the company has sold over 500,000 used cars,
68,257 of which were sold in 2023. Kamux's revenue in 2023 was EUR 1,002 million
and its average number of employees was 885 in terms of full-time equivalent
employees. Kamux Corporation is listed on Nasdaq Helsinki Ltd. For more
information, please visit www.kamux.com