(Información remitida por la empresa firmante)
The above-mentioned shareholders propose that in the Annual General Meeting the shareholders take a stand on the proposal for the election of the members of the Board of Directors as a whole. The proposing body has assessed the proposed composition of the Board of Directors as to its overall structure as well as to its individual candidates based on the requirements set forth in the Board’s Diversity Policy and in the Corporate Governance Code. The proposing body believes that, in addition to the complementary excellence and experience of the individual Board candidates, the proposed Board as a whole, meets the requirements of both the Corporate Governance Code and the Board Diversity Policy. The relevant information on all the proposed nominees to the Board of Directors is presented on the company’s website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2023.
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 reasonable invoice as approved by the Board of Directors.
15. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that PricewaterhouseCoopers Oy be elected as the company’s auditor. PricewaterhouseCoopers Oy has informed that Authorized Public Accountant Markku Launis will act as the principal auditor. The auditor’s term of office will end at the end of the next Annual General Meeting following the election.
16. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the General Meeting that the Articles of Association be amended by adding a new section no. 12, that shall read in its entirety as follows:
“12. Place and organization of the General Meeting of Shareholders as a remote meeting
The General Meeting may be held in Helsinki or Hämeenlinna, at the discretion of the Board of Directors.
The Board of Directors may decide that a shareholder may also participate in a general meeting by fully exercising their right to vote during the meeting by means of a telecommunication connection and a technical aid (hybrid meeting).
The Board of Directors may also decide that the General Meeting shall be held without a meeting place in such a way that shareholders exercise their voting rights fully and in a timely manner during the meeting by means of a telecommunication and a technical aid (remote meeting). A shareholder attending a remote meeting may exercise all their rights at the remote meeting in the same way as if they were attending the meeting in person.”
In addition, the Board of Directors proposes that due to the above-mentioned amendment the clause “The General Meeting must be held in Helsinki or Hämeenlinna.” is removed from the section no. 10 of the Articles of Association.
The proposal for the new Articles of Association can be viewed in its entirety on the company’s website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2023.
17. 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), which currently corresponds to approximately 10 (ten) 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 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 the authorization given to the Board of Directors by the Annual General Meeting of April 20, 2022, and is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2024.
18. 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 (five) 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 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 the authorization given to the Board of Directors by the Annual General Meeting of April 20, 2022, and is valid until the closing of the next Annual General Meeting, however no longer than until June 30, 2024.
19. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
This notice, which contains all the proposals for resolutions on the agenda of the Annual General Meeting, is available on the company’s website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2023.
Kamux’s annual report, including the annual accounts, consolidated accounts, the annual report, the auditor’s report, the corporate governance statement, and the remuneration report will be available on the above-mentioned website at the latest on March 30, 2023.
The documents will also be available for inspection at the Annual General Meeting, and copies of them and of this notice will be sent to shareholders on request. The minutes of the Annual General Meeting will be available for inspection on the above-mentioned website by Thursday May 4, 2023, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholder registered in the shareholders’ register
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 on Thursday, April 6, 2023, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on the shareholder’s personal Finnish book-entry account is registered in the shareholders’ register of the company.
Registration for the Annual General Meeting and advance voting will begin on March 28, 2023, at 10:00 a.m. (EEST). A shareholder who is registered in the shareholders’ register of the company and who wishes to participate in the Annual General Meeting must register for the Annual General Meeting no later than by Tuesday, April 11, 2023, at 4:00 p.m. (EEST), by which time the notice of participation must be received.
Registration for the Annual General Meeting can be done in the following ways:
(CONTINUA)