(Información remitida por la empresa firmante)
HÄMEENLINNA, Finland, March 28, 2023 /PRNewswire/ — Notice is given to the shareholders of Kamux Corporation (“Kamux” or the “company”) to the Annual General Meeting held on Thursday, April 20, 2023, at 2:00 p.m. (EEST). The Annual General Meeting will be held at Scandic Marina Congress Centers’s Fennia 1 meeting venue, 2nd floor, Katajanokanlaituri 6, 00160 Helsinki, Finland. The reception of registrations and the distribution of ballot papers will begin at 1:00 p.m. (EEST).
Shareholders of Kamux can also exercise their voting rights by voting in advance.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The following matters are to be dealt with at 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, including the consolidated accounts, the report of the Board of Directors and the Auditor’s report for the financial year January 1, 2022 – December 31, 2022
CEO’s review
The annual accounts, consolidated accounts, annual report, and auditor’s report will be available on the company’s website at the latest on March 30, 2023.
7. Adoption of annual accounts and consolidated accounts
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The distributable funds on the balance sheet of the company as of December 31, 2022, were EUR 109,418,100.43 which the profit for the financial year 2022 was EUR 12,870,706.13. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.15 per share be paid from the Company’s distributable profit for the financial year 2022 and other distributable funds remain in the shareholders’ equity (for the year 2021 a dividend of EUR 0.20 per share was distributed). The Board of Directors proposes that the dividend for the financial year 2022 is paid in two payment installments. The first payment installment of the dividend, EUR 0.05 per share, will be paid to the shareholders who are registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the first payment installment record date, which is April 24, 2023. The Board of Directors proposes that the first payment installment of the dividend will be paid on May 2, 2023. The second payment installment of the dividend will be paid to the shareholders who are registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the second payment installment record date, which is October 24, 2023. The Board of Directors proposes that the second payment installment of the dividend will be paid on October 31, 2023. The Board of Directors proposes that it be 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.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year January 1, 2022 – December 31, 2022
10. Advisory resolution on the approval of the remuneration report for governing bodies
The Board of Directors proposes the Annual General Meeting to approve Kamux’s remuneration report for governing bodies from financial year 2022. According to the Finnish Companies Act, the resolution is advisory. The remuneration report for governing bodies will be available on the company’s website at the latest on March 30, 2023.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration for the Chairperson and members of the Board of Directors be modestly raised from the 2022 level, and the committee fees to remain on the 2022 level. Accordingly, the proposed remuneration is as follows:
Chairperson of the Board of Directors EUR 68,000 (before EUR 65,000)
Member of the Board of Directors EUR 31,000 (before EUR 30,000)
Chairperson of the Audit Committee EUR 5,000
Member of the Audit Committee EUR 2,500
Chairperson of the Personnel and Remuneration Committee EUR 5,000
Member of the Personnel and Remuneration Committee EUR 2,500
The Shareholders’ Nomination Board proposes to the Annual General Meeting that 40 per cent of the annual fee of the Chairperson and the members of the Board of Directors be paid in Kamux’s 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, 2023 – March 31, 2023. The rest of the annual fee would be paid in cash, which is used to cover taxes arising from the fees. The company shall pay the transaction costs and transfer taxes related to the purchase or transfer of the shares.
The fees of the committee would 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 the members of the other committees.
Travel expenses would be reimbursed in accordance with the company’s travel policy.
12. Resolution on the number of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that six (6) members be elected to the Board of Directors.
13. Election of the members, the Chairperson, and the Vice Chairperson of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors, Mr. Terho Kalliokoski, Ms. Reija Laaksonen, Mr. Antti Mäkelä, Mr. Harri Sivula and Ms. Jaana Viertola-Truini be re-elected as members of the Board of Directors and the Company’s ceding CEO, Mr. Juha Kalliokoski, be elected as new member of the Board of Directors for a term of office beginning at the end of the Annual General Meeting on April 20, 2023, and ending at the end of the Annual General Meeting following the election.
Additionally, the Shareholders’ Nomination Board proposes to the Annual General Meeting that Terho Kalliokoski be elected as the Chairperson of the Board of Directors and Harri Sivula be elected as Vice Chairperson of the Board of Directors.
All nominees above have given their consent to the position. According to the evaluation made by the nominees themselves and by the Shareholders’ Nomination Board, Juha Kalliokoski is dependent of both the Company and its significant shareholders whilst the others are independent of the Company and of its significant shareholders.
Mr. Tuomo Vähäpassi, current member of the Board of Directors, has stated that he is no longer available to be re-elected for a new term. Mr. Tapio Pajuharju, current member of the Board of Directors, has been appointed as the Company’s new CEO as of June 1, 2023, at the latest. For this reason, Mr. Pajuharju is not available as a board member for the term starting from the AGM 2023. Because the change of CEO will take place at a date to be specified later, according to the proposal, Juha Kalliokoski will serve both as CEO and as member of the Board of Directors for a limited period during the spring 2023. This will be a temporary deviation from the recommendation of the Finnish Corporate Governance Code.
(CONTINUA)