Kamux Corporation | Stock Exchange Release | April 23, 2026 at 15:30:00 EEST
Kamux Corporation's Annual General Meeting was held on Thursday, April 23, 2026. The Meeting approved the Annual Accounts for the financial year 2025 and discharged the members of the Board of Directors and the CEO from liability and made an advisory resolution to approve the remuneration report 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 0.05 per share for the financial year 2025 to shareholders who, on the record date October 23, 2026, are registered in the company's shareholders' register maintained by Euroclear Finland Oy. The dividend payment date shall be October 30, 2026. Any remaining distributable funds shall be retained in unrestricted equity.
The Board of Directors was authorized, if necessary, to decide on a new record date and payment date if the regulations or rules of the Finnish book-entry system change or otherwise require it. The authorization shall remain in effect until the next Annual General Meeting.
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 six members.
In accordance with the proposal of the Shareholders' Nomination Board, Terho Kalliokoski, Aaron Heidari, Maren Kroll, Kati Riikonen and Jaana Viertola-Truini were re-elected as members of the Board of Directors and Teemu Kangas-Kärki was elected as a new member of the Board of Directors. The Annual General Meeting re-elected Terho Kalliokoski as the Chairperson of the Board and Teemu Kangas-Kärki 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-2026/.
In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting also resolved that the annual compensation for the members of the Board of Directors and the committee members remain unchanged and that an annual remuneration of EUR 70,000 will be paid to the Chairperson of the Board and EUR 32,000 to each member of the Board of Directors, and that in addition EUR 7,000 per year will be paid to the Chairperson of the Audit Committee and the Chairperson of the Personnel and Remuneration Committee and EUR 3,500 per year will be paid 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's shares either purchased at the prevailing market price from the market or alternatively by using own shares held by the company. The transfer of the treasury shares or acquisition of shares directly for the members of the Board of Directors will be executed within one (1) month from the publication of the Interim Report for the period January 1, 2026-March 31, 2026. 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.
Committee fees will be disbursed in cash. Should the Board of Directors choose to establish additional committees, the annual compensation of the Chairperson and the members of the new committee will match that of existing committees. Travel costs will be reimbursed in accordance with the company's travel policy.
Auditor and sustainability reporting assurer
In accordance with the proposal of the Board of Directors, the auditing firm PricewaterhouseCoopers Oy was re-elected as the company's auditor. PricewaterhouseCoopers Oy has informed that Authorized Public Accountant Markku Launis will act as the principal auditor. PricewaterhouseCoopers Oy will be paid a remuneration in accordance with a reasonable invoice as approved by the Board of Directors.
In accordance with the proposal of the Board of Directors, the sustainability auditing firm BDO Oy was elected as the company's statutory sustainability reporting assurer. BDO Oy has informed that Authorized Sustainability Auditor Vesa Vuorinen will act as the key sustainability partner. BDO Oy will be paid a remuneration in accordance with a reasonable invoice as approved by the Board of Directors.
Authorizing the Board of Directors to decide on the issue of shares
The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to decide 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 the previous authorization regarding share issue given to Board of Directors by the Annual General Meeting on May 22, 2025. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2027.
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 decide on the repurchase of a maximum of 4,000,000 company's own shares using the unrestricted equity of the company representing approximately 10% 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 is no higher than 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 resolution to repurchase the 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 22, 2025. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2027.
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-2026/, no later than on May 7, 2026.
Riikka Rannikko, Attorney-at-law, 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 Teemu Kangas-Kärki (Chairperson), Kati Riikonen and Jaana Viertola-Truini as members of the Audit Committee and appoint Maren Kroll (Chairperson), Terho Kalliokoski and Jaana Viertola-Truini as members of the Personnel and Remuneration Committee.
In accordance with the assessment of the Board of Directors, Aaron Heidari is dependent on a significant shareholder of the company. The other members are independent of both the company and its significant shareholders.
Kamux Corporation
Communications
For further information, please contact:
Katariina Hietaranta, Head of Communications, Sustainability and Investor relations, tel. +358 10 420 8831
Kamux is a retail chain specialized in used cars and related integrated services. 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 66 car showrooms in Finland, Sweden and Germany. Since its founding in Hämeenlinna, Finland, in 2003 the company has sold over 600,000 used cars, 57,518 of which were sold in 2025. Kamux's revenue in 2025 was EUR 875.9 million and its average number of employees was 820 in terms of full-time equivalent employees. Kamux Corporation is listed on Nasdaq Helsinki Ltd. For more information, please visit www.kamux.com
