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Kamux Oyj — Annual Report 2020
Mar 19, 2021
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Kamux Oyj | Annual Report 2020
KAMUX™
KAMUX
ANNUAL REPORT 2020
KAMUX


KAMUX IS
a retail chain specializing in the sale of used cars and related integrated services. We combine online shopping with an extensive showroom network to provide our customers with a great service experience anytime, anywhere. In addition to digital channels, our car business experts served our customers in a total of 78 showrooms in Finland, Sweden and Germany at the end of 2020.
KAMUX
ANNUAL REPORT 2020

KAMUX ANNUAL REPORT 2020
Kamux's year 2020 4
Year 2020 in numbers 6
CEO's review 8
Operating environment and trends 10
Strategy 16
Kamux's business model 18
Business in 2020 20
Digital car retail 26
Kamux's value creation 30
Kamux as an investment 32
Corporate responsibility at Kamux 34
Corporate governance statement 2020 49
Remuneration report 2020 56
Report by the Board of Directors and financial statements 2020 60
The Annual Report is published in Finnish and in English. In case of doubt, the Finnish version is authoritative.

KAMUX ANNUAL REPORT 2020
KAMUX'S YEAR 2020
2020 HIGHLIGHTS
Despite the exceptional year caused by the corona pandemic, Kamux continued to implement its strategy according to plan in 2020. We saw positive developments in Kamux's brand recognition and market position in all operating countries. During the year, we extended our showroom network as planned while providing our customers with an even wider range of services through our digital channels.
KAMUX ANNUAL REPORT 2020
KAMUX ANNUAL REPORT 2020

| Q1
JANUARY-MARCH | REVENUE
+17.0%
WE SOLD 14,227 cars in total | Q2
APRIL-JUNE | REVENUE
-4.3%
WE SOLD 13,413 cars in total | Q3
JULY-SEPTEMBER | REVENUE
+13.5%
WE SOLD 17,285 cars in total | Q4
OCTOBER-DECEMBER | REVENUE
+13.3%
WE SOLD 15,733 cars in total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| BUSINESS ACQUISITION
of Autosilta concluded: Kamux opened a new showroom in Niittykumpu, Espoo | KAMUX GERMANY
shifted to online and remote sales due to the corona pandemic
VESA UOTILA
started as Director of Business Development | AS THE CORONA SITUATION
was alleviated, Kamux Germany showrooms were opened with strict precautionary measures | IN SWEDEN,
showroom openings in Sundsvall and Värmdö
THE NORTHERNMOST
showroom in the network was opened in Tornio | SWEDISH HEADQUARTERS
and showroom relocated in Stockholm
KARRI KAUPPILA
started as acting Country Director of Kamux Sweden | IN GERMANY
a new showroom opened in Lübeck | ALEKSANDAR AMANN
started as Country Director of Kamux Germany | ESPOO KOSKELO
showroom moved to bigger premises
CORONA LOCKDOWN in Germany - Kamux shifted completely to online sales |




5
YEAR 2020 IN NUMBERS
BUSINESS MODEL CARRIED THROUGH THE PANDEMIC: KAMUX SAW STRONG AND VERY PROFITABLE GROWTH
Kamux's revenue increased by 10 percent to EUR 724.1 million. Return on equity was 26 percent in 2020.

REVENUE SPLIT BY COUNTRY IN 2020 (2019)

ADJUSTED OPERATING PROFIT GROWTH

REVENUE AND REVENUE GROWTH

NUMBER OF EMPLOYEES DURING 2020 (2019)

SHOWROOMS AT THE END OF THE YEAR

CARS SOLD BY COUNTRY
KAMUX ANNUAL REPORT 2020
2020 KEY FIGURES
| EUR million | 2020 | 2019 | Change. % |
|---|---|---|---|
| Revenue | 724.1 | 658.5 | 10.0% |
| Gross profit | 91.5 | 79.6 | 15.0% |
| as percentage of revenue, % | 12.6% | 12.1% | |
| Operating profit (EBIT) | 31.2 | 25.3 | 23.1% |
| as percentage of revenue, % | 4.3% | 3.8% | |
| Adjusted operating profit* | 30.7 | 25.4 | 20.8% |
| as percentage of revenue, % | 4.2% | 3.9% | |
| Revenue from integrated services | 37.1 | 32.9 | 12.7% |
| as percentage of revenue, % | 5.1% | 5.0% | |
| Number of cars sold | 60,657 | 55,432 | 9.4% |
| Gross profit per sold car, EUR | 1,509 | 1,437 | 5.1% |
| Sales growth of like-for-like showrooms, % | -3.8% | 6.3% | |
| Net debt | 53.5 | 38.5 | 38.9% |
| Inventories | 93.6 | 70.2 | 33.3% |
| Inventory turnover, days | 47.2 | 44.5 | 6.1% |
| Capital expenditures | 4.9 | 2.7 | 80.4% |
| Average number of employees during the period | 713 | 595 | 19.8% |
| Return on equity (ROE), % | 26.3% | 25.3% | |
| Return on investment (ROI), % | 16.9% | 16.7% | |
| Equity ratio, % | 50.1% | 45.1% | |
| Earnings per share, basic, EUR | 0.58 | 0.48 | 22.8% |
- Operating profit adjusted for special items related to strategy planning, geographical expansion and taxes from previous financial years, totaling EUR -0.5 million for year 2020 (EUR 0.1 million for year 2019).
KAMIX ANNUAL REPORT 2020
CEO'S REVIEW
VERY PROFITABLE GROWTH IN EXCEPTIONAL MARKET SITUATION
Our business model and quick ability to react carried us through in the exceptional and unpredictable operating environment
The year 2020 kicked off in a stable operating environment. Due to the corona pandemic, however, the whole world faced a new challenge. We at Kamux were also quickly in the midst of a very different situation during the first quarter. In practice, the exceptional operating environment left its mark on the whole year, even though the operating environment partly normalized during summer for a while. The cornerstones of our business model and our strong digital presence combined with home delivery of cars bolstered our business in circumstances that emphasized the importance of remote and online business.
All our operating countries had various restrictions and recommendations in place for mobility and gatherings. We specified our ways of working flexibly and innovatively to ensure safe working conditions for our employees and a safe and reliable shopping experience for customers visiting the showrooms. In Finland, the restrictions put in place due to the corona pandemic varied from the lockdown of Uusimaa to guidelines for mobility and gathering and were supplemented in the fall with a face mask recommendation. In Sweden, measures taken focused on guidelines and recommendations given to avoid unnecessary movement and contacts.
Germany had the strictest restrictions in place during spring and again in December, when the government's extensive restrictive
KAMUX ANNUAL REPORT 2020
measures closed all brick-and-mortar stores that were not deemed essential for society. Furthermore, strict guidelines were given for movement and gathering. Despite the closure of showrooms, we continued business in Germany with the help of our digital channels. We quickly implemented a chat service and launched a completely contact-free purchase path in Germany.
During the spring and summer, used car sales recovered in all our markets as the number of new infections declined and restrictions were eased. The summer vacation season and increased domestic tourism were reflected in consumers' car purchases. The corona year also showed the consumers' interest in solving everyday transportation needs by buying a second car, as public transport options were not necessarily perceived as safe. At the end of the year, substitute arrangements enabled us to serve our customers well despite the increased number of infections, however, the situation was reflected in sales volume, especially in December.
Strong and very profitable growth
I consider the year 2020 quite successful as a whole, considering the very exceptional operating environment. We achieved a revenue of EUR 724,1 million, showing an increase of 10,0 percent from the previous year. Our gross profit increased by 15,0 percent, and our adjusted operating profit was 4.2 percent of revenue. Our business model showed its resilience also in exceptional circumstances, and our ability to react as well as our strong cash balance and financial position
alleviated the negative effects of the pandemic on our operations. We implemented our strategy as planned, opened new showrooms and recruited personnel in all operating countries also during restrictions. In 2020, we opened a total of seven new showrooms.
Digital customer service channels stood out in 2020
Digital customer service and sales channels have been a cornerstone of Kamux's business for a long time. It is clear that their significance increased during the past year as the corona pandemic restricted possibilities to visit showrooms as before. In 2020, digital channels were practically part of every Kamux customer's purchase path. A combination of online and showroom shopping still prevails as the most popular option, with test driving and contracts handled face-to-face.
In accordance with our strategy, we focused on the optimization of the customer's digital purchase path in 2020. The cross-selling model is a key element of Kamux's concept, which made the transition to digital channels smoother, while the focus on digital sales further supported the positive development of Kamux's cross-selling in Finland.
IN 2020
Kamux's revenue increased by 10%. We sold 9% more cars in comparison with the previous year.
IN FEBRUARY 2021
we announced our updated strategy – read more on page 16 of the Annual Report.
In accordance with our strategy, we continued considerable investments into leading with knowledge and intelligence and developed our digital customer and business processes further to respond to the requirements of international business operations.
Mobility needs and alternative power sources among the key consumer trends
The mobility needs of people and goods remained unchanged also in exceptional times. Smart shopping and ease of selling were highlighted in used car retail due to consumers' growing price and quality awareness. Whether they need to sell or buy a car, consumers want to get the service they need from one place.
Consumers' interest towards cars with alternative power sources continued. In 2020, we imported a total of 2,652 hybrid, electric and natural gas cars to Finland, constituting approximately 29% of all cars we imported to the country. It can be said that we participated in renewing the Finnish car stock also in 2020 with, for instance, import cars using alternative power sources.
Kamux's year 2021: focusing on growth
During the past year, like other actors in society, we operated in a completely exceptional environment, and I am quite pleased with our year as a whole. First and foremost, I want to thank all Kamux employees for their flexibility and ability to adapt to an unpredictable pandemic situation. A warm thank you also to our customers for their trust!
At the beginning of 2021, we announced Kamux's renewed strategy that emphasizes leading with knowledge and utilizing data, improving process efficiency, and a seamless omnichannel customer experience. We develop our own capabilities for the good of the customer and invest in the continuous learning of our personnel.
Strong revenue growth defines our strategy, which aims for nearly doubling our revenue during 2021-2023. The market offers an attractive opportunity for expansion and growth. Profitability development during the strategy period is built on business growth and scalability.

JUHA
KALLIOKOSKI
CEO
Kamux
Corporation
KAMUX ANNUAL REPORT 2020
OPERATING ENVIRONMENT
PEOPLE'S NEED FOR MOBILITY REMAINS
The year 2020 was globally an exceptional and cyclical year. The corona pandemic, which spread fast towards the end of the first quarter, had a significant effect on the general atmosphere globally, which was reflected in economic outlooks as well as the increased uncertainty of consumers.
DURING THE YEAR, the operating environment was affected significantly by the different strategies adopted in Kamux's operating countries to curb the spread of corona. Throughout the year, different restrictions on gathering as well as recommendations for remote work were put in place in Finland. Schools were also closed down in the spring, and Uusimaa was locked down for about three weeks. In Sweden, society was kept open. It was recommended to avoid non-essential movement, and people shifted to remote work where possible. Of Kamux's operating countries, Germany had the tightest restrictions, and brick-and-mortar stores were closed down with the exception of services essential for society in spring and again in December 2020.
In the automotive sector, the effects of the pandemic were stronger on new car sales than on used car retail, and the production of new cars practically halted for a while in the spring. In 2020, the number of first registrations of passenger cars in Europe decreased by 23.7% compared to 2019 (ACEA). The overall market for used cars in Europe is approximately twice the size of new car sales, and market changes are smaller than in new car retail. Kamux estimates that the used car market grew in Sweden, declined in Germany and grew slightly in Finland in 2020. The significance of digital channels
THE USED CAR market was more stable than the new car market in 2020.
in used car retail increased even further as consumers scaled down their visits to physical showrooms and switched to online shopping. Kamux was well prepared for providing comprehensive customer service through digital channels.
During the year, mobility needs remained unchanged, and it was evident that people tried to avoid using public transport. This was also reflected in the interest to purchase a second car to meet the household's everyday mobility needs.
Discussion continued around other themes concerning the automotive industry, such as technological transformation, power sources, and climate change. No significant new regulations impacting the use of cars or Kamux's operations were adopted in the operating countries. According to Kamux's estimate, public debate took a back seat as countries focused on measures related to combating the pandemic.

KAMUX ANNUAL REPORT 2020

CUSTOMERS SWITCHED
increasingly to digital channels in all Kamux's operating countries.
KAMUX
ANNUAL REPORT 2020
TRENDS

KAMUX ANNUAL REPORT 2020
12

SMART SHOPPING
CONSUMERS HAVE BROAD ACCESS to information on used cars, their price, features and condition. Consumers actively use the available information when making a purchase decision, and their price-consciousness and desire to get information about the condition of a used car increased further. The smart shopping trend was evident in 2020 especially among cost-conscious consumers, who want to estimate and anticipate possible costs and operating expenses when buying a used car.
PROFESSIONAL SOURCING, one of the cornerstones of Kamux's business model, enables us to respond to consumer demand and offer competitively priced cars that meet the demand. With the help of versatile sourcing channels and leading with knowledge in the purchasing process, Kamux is able to offer consumers affordable car sales regardless of the market situation.
SERVICE IN DIGITAL CHANNELS
THE DIGITALIZATION OF RETAIL continued also in 2020, and online shopping has become increasingly common as well as ordering home deliveries of different products and services. The trend is also reflected in used car retail, as customers search for suitable alternatives in different digital channels. Digital channels are practically always a part of the customers' purchase path when buying a car from Kamux. With online purchasing becoming more and more common, creating a first-class customer experience is highlighted along with reliability.
DIGITAL CHANNELS ARE an integral part of Kamux's business model. In 2020, we developed especially leading with knowledge and intelligence as well as our systems. Digital development work was accelerated by specific personnel trainings related to new competences. We also paid attention to cyber security to ensure stability of service and safe and reliable interactions in Kamux's own channels.

KAMUX ANNUAL REPORT 2020
TRENDS

CAR POWER SOURCES AND MEANS OF TRANSPORTATION
PUBLIC DEBATE ON ALTERNATIVE POWER SOURCES such as hybrid, electric and natural gas cars continues. Climate and environmental awareness increases consumers' interest in alternative power sources. However, the demand for alternative power source cars is curbed by their price level, availability, and partly limited selection. Consumers' interest is also affected by uncertainty of the suitability of different power sources for their personal mobility needs. For instance, in terms of electric cars, matters to consider include suitability for different conditions, operating range and charging possibilities.
The popularity of car sharing and co-ownership solutions did not grow considerably during the year. There has been increased interest in private leasing services, but according to Kamux's estimate, their share of the total market has not grown significantly.
KAMUX IS ABLE TO REACT QUICKLY to customers' needs in the changing operating environment. In 2020, Kamux imported a total of 9,148 cars into Finland. The share of cars using alternative power sources among all imported cars was 29% in 2020, growing considerably from the previous year (24%). Kamux's import responds to the demand in the Finnish market for alternative power sources and consequently renews the country's car stock with its offering.

CONVENIENCE OF SELLING AND BUYING
CONSUMERS VALUE EFFORTLESS shopping, and the need for easy service is strongly reflected in used car retail, as well. For instance, car sales between consumers continued to decline, while consumer transactions with car retailers increased also in 2020. The trend of effortless buying was also visible in the growing use of digital channels and online purchasing. Consumers value getting all the services they need for buying a car from one place.
KAMUX OFFERS A RELIABLE AND FAST price appraisal when a customer offers a trade-in car to Kamux. The reliable estimates are based on vehicle data collected by Kamux including extensive details on market prices, typical maintenance needs of car makes and models, and on demand. Online service is supported by our home delivery, in line with Kamux's concept: the customer can pick up the purchased car from a showroom of their choice, or the car can be delivered to the customer's home or some other location of their choosing. Possible issues after car purchase are handled by our professional after-sales service team in compliance with the guidelines and recommendations given by consumer authorities. Kamux's customer satisfaction remained at the previous year's level in 2020 and was 4.3/5 (4.3/5).
KAMUX ANNUAL REPORT 2020
NEED FOR MOBILITY IS A FUNDAMENTAL TREND
THE NEED FOR PEOPLE AND GOODS TO BE MOBILE is still a strong underlying trend in all Kamux's operating countries. We respond to the demand by offering cars suitable for commuting and leisure-time transport as well as making people's everyday lives easier. According to Kamux's estimate, the need for private car use increased rather than decreased in Kamux's operating countries in 2020 due to the corona pandemic, leading to the car fleet growing in Finland, Sweden and Germany in 2020. In Finland and Sweden, distances in sparsely populated regions are long, population density is low, and public transport services do not adequately respond to people's transportation needs. In Germany, on the other hand, commuting distances are generally long.
KAMUX'S STRENGTH IS BUILT ON using its professional sourcing and diverse sourcing channels to offer customers the right cars for their various needs. Our efficient car inventory management and cross-selling enable customers to find the car they need from Kamux's wide selection – always at a competitive price. Kamux also offers integrated services relevant for car purchase, such as insurance and financing services, Kamux Plus liability extension, and car delivery to a location of the customer's choosing.


KAMUX ANNUAL REPORT 2020
STRATEGY

IMPLEMENTING KAMUX'S STRATEGY IN 2020
The cornerstones of Kamux's strategy did not change in 2020, and we implemented our strategy as planned despite the very exceptional year brought on by the global pandemic.
DURING THE YEAR, we opened new showrooms in central locations in all operating countries. In addition to new showrooms, we also invested particularly in developing digital services in the customer interface. To improve the efficiency of our operations, we also carried out significant measures to develop leading with knowledge and our purchasing and selling processes. We paid special attention to the safety and health of our personnel and invested in personnel training using virtual training modules, in particular.
Kamux's strategy and business model proved their effectiveness and flexibility in the very exceptional operating environment.
THE MARKET OFFERS an attractive opportunity for growth which defines our strategy period 2021-2023.
THE COMPANY'S STRATEGIC FOCUS AREAS DURING 2021-2023 ARE:
- Omnichannel customer experience and services
- Efficient processes and scalability
- Utilizing data and leading with knowledge
- Developing capabilities and continuous learning
KAMUX
ANNUAL REPORT 2020
KAMUX ANNUAL REPORT 2020
PROFITABLE GROWTH IN KAMUX'S CURRENT MARKETS
- We will expand our footprint in our current market areas of Finland, Sweden and Germany
- Our growth is supported by versatile digital services and omnichannel presence
- We grow by increasing sales at existing car showrooms and opening new showrooms judiciously
- We pursue increased profitability also with integrated services
WE FOCUSED PARTICULARLY ON making interactions in our digital channels smoother and more efficient, as the significance of electronic channels increased during the year. Starting the purchase path online also supported the development of Kamux's cross-selling. During the year, we opened a total of seven new showrooms: two in Finland, three in Sweden, and two in the greater Hamburg area in Germany. The integrated services that we offer supported the development of our profitability.
IMPROVING EFFICIENCY
- Continuous development of processes and our concept in all markets to improve efficiency of operations
- Developing profitable growth and efficiency of operations and expanding our business in Sweden and Germany
- Utilizing the economies of scale resulting from the size of our operations
PROFITABLE INTERNATIONAL GROWTH AND IMPROVING EFFICIENCY were our priorities in 2020. In the unforeseen operating environment, we invested in personnel training as well as customer interaction in digital channels. We also improved the efficiency of our purchasing and selling processes and inventory turnover, especially in Sweden and Germany. We expanded our business in all markets and extended our showroom network according to plan and taking profitability into consideration. The size of our business brought us benefits in the cyclical market, for instance, in car sourcing as supply varied.
BEST CUSTOMER EXPERIENCE IN THE INDUSTRY
- We want to offer the best customer experience in used car retail - in the channels that best suit the customer
- We are a trendsetter in the industry: we offer reliable information about cars and want our customers to see Kamux as a reliable partner during the whole sales or purchase process
- We react to changing demand quickly and respond to customers' needs
DUE TO THE CORONA PANDEMIC, WE INVESTED in a safe and effortless service experience, making the customers' purchase path as contact-free as possible. We served our customers in multiple channels, such as our chat service, and our sales personnel showed cars to customers in real time via video. Our aim was to offer reliable information about cars to guide the customer's purchase decision using remote connections. During the year, we also put considerable effort into developing practices related to leading with knowledge.
SKILLED AND MOTIVATED PERSONNEL
- Skilled and motivated personnel form the core of successful business in the competitive car retail sector
- We train our personnel in accordance with Kamux's operating model and offer career paths for different life situations
- Fair pay and a safe working environment promote the personnel's commitment to Kamux
THE WORK ENVIRONMENT CHANGED QUICKLY as the pandemic spread in phases in Europe. We were quick to react in order to ensure safety and continuity of employment particularly for personnel working in customer service roles. We adopted new contact-free methods of working. During the year, the company hired a HR Manager and recruited personnel as new showrooms were opened. Kamux did not temporarily lay off or discharge any employees due to the pandemic, an exception being the lockdown arrangements in Germany carried out in accordance with the orders of the German government. We continued the systematic training of sales personnel and supervisors and digitalized our training program. The personnel's team spirit, flexibility and professional skill had a key role in Kamux's operations also during the challenging year 2020.
KAMUX ANNUAL REPORT 2020
KAMUX'S BUSINESS MODEL
OMNICHANNEL USED CAR RETAIL
THE CORNERSTONES OF KAMUX'S OPERATIONAL MODEL
PROFESSIONAL SOURCING AND SALES
- Combining supply and demand by leading with knowledge
- Versatile sourcing and sales channels
- Wide, competitively priced selection
RAPID INVENTORY TURNOVER AND LOW COSTS
- Efficient car inventory management
- A key component of Kamux's pricing for sourcing and sales
- Minimizing depreciation in the value of the car inventory and the amount of capital tied up in the inventory
LOW FIXED COSTS
- The majority of operating expenses are variable, which mitigates the effect of fluctuations in revenue on profitability
- Cost structure is flexible in changing situations
- Cost-effectiveness is taken into consideration in showroom decisions
INTEGRATED SERVICES
- Kamux aims to increase the penetration of current integrated services and to introduce new integrated services
- Kamux's customers get all services related to buying or selling a car under one roof
- Comprehensive customer service: financing, insurance, liability extension
- Kamux Plus and delivery of the car to a location of the customer's choosing
DIGITAL INTERACTIONS
- Driven by the use of digital channels, cross-selling between showrooms constituted 36% of sales in Finland and 31% within the whole Group
- The customer can buy a car directly online or through the chat service
- Approximately 900,000 website visits per month in the three markets in total
- 10 additional digital sales and marketing channels
- A continuously developed ERP/CRM system tailored for Kamux's needs
THE CORNERSTONES OF KAMUX'S CUSTOMER PROPOSAL
USED CARS AT COMPETITIVE PRICES
Kamux's extensive selection offers used cars that interest the customers and fulfil their mobility needs
TRUSTWORTHINESS
Kamux is a trustworthy partner when selling or buying a car
FIRST-CLASS CUSTOMER EXPERIENCE
Seamless omnichannel customer service
VALUES
TEAMWORK, JOY AND DRIVE
FREEDOM AND ACCOUNTABILITY
HAPPY CUSTOMERS
PROFITABLE BUSINESS
RESPONSIBILITY
KAMUX ANNUAL REPORT 2020
KAMIX ANNUAL REPORT 2020
VISION
#1 used car retailer in Europe

19
BUSINESS IN 2020
WE CONTINUED TO GROW AND EXPAND OUR NETWORK

N 2020, the operating environment changed abruptly, which had a significant impact also on the conditions for Kamux's business. Physical customer flow decreased due to country-specific corona restrictions. Kamux's concept proved its strength also in the face of new challenges and the accelerating shift of sales to online channels. We expanded our showroom network as planned in all markets and focused on efficient inventory turnover with the help of our professional sourcing and sales processes.
We estimate that the used car market size in all operating countries totaled approximately EUR 100 billion, which is more than 9 million cars sold annually.
OUR BUSINESS GREW
in all our operating countries.
KAMUX
ANNUAL REPORT 2020
FINLAND
KAMUX'S OPERATING ENVIRONMENT IN FINLAND was cyclical in 2020. The spring was characterized by the lockdown of Uusimaa and restrictions on movement and gathering, affecting people's shopping behavior and mobility. The situation temporarily normalized during the summer, until the number of new infections increased again in the autumn and stricter restrictions and recommendations were put in place. As a result of the corona pandemic, there was actually oversupply on the used car market in the spring. However, the situation turned to a shortage of used cars at the beginning of summer, as new car sales plunged and used cars did not enter the market.
According to statistics by Traficom, new car registrations in Finland declined by 15.6 percent from the previous year, and the annual number of first-time registrations was the second lowest in the 2000s. Of first-time registered cars, 61% were combustion engine cars. Plug-in hybrids remained the most popular option among the alternative power source vehicles. The share of electric and natural gas cars is still relatively low. Finland's car stock changes slowly, and the share of petrol and diesel cars of the entire car stock was 95 percent (Traficom and the Finnish Information Center of Automobile Sector). Finland's passenger car stock increased from the previous year.
Despite the unforeseen operating environment, we strengthened our foothold as market leader in Finnish used car retail. We estimate that Kamux's market share in Finland at the end of the year was approximately eight percent. The market grew slightly from the year 2019.
REVENUE IN FINLAND INCREASED TO EUR 512.1 million (490.9). Operating profit increased to EUR 34.9 million (29.4), accounting for 6.8 percent (6.0) of revenue in 2020.
Integrated services revenue increased to EUR 31.4 million (28.4), or 6.1% (5.8) of revenue.
During the first quarter, we completed the first acquisition in Kamux's history, as we acquired the business of Autosilta. The showroom in Niittykumpu, Espoo we gained in the acquisition is our largest showroom in Finland for the time being. In the spring, we opened the northernmost showroom in our network in Tornio. At the end of the year, Kamux had a total of 50 showrooms around Finland.
In addition to the opening of two new showrooms, revenue growth was also supported by expanded selection. Revenue growth was accelerated by our flexible business model, which was quickly adapted to the new market situation by improving the efficiency of inventory management and utilizing our omnichannel customer service.

REVENUE

OPERATING PROFIT

SOLD CARS

In 2020, we paid special attention to a safe shopping experience in our showrooms. We also improved our digital customer service by offering new ways to show attractive cars to customers using remote connections. Through our website, customers can book a suitable time for video introduction of any car in our selection.
Kamux's role as a reliable used car retailer was highlighted by the shift of customers' purchase paths to online channels. During the year, we also developed the inspection and documentation of the cars in our selection. This gives our customers an even better picture of a car's condition and features - without even necessarily seeing the car physically before making the purchase decision.
TOMMI IISKONMÄKI
Country Director of Kamux Finland
KAMUX
ANNUAL REPORT 2020
BUSINESS IN 2020


DESPITE THE EXCEPTIONAL OPERATING ENVIRONMENT AND THE PREVAILING UNCERTAINTY IN THE MARKET, we continued our work to develop our international business operations in line with our strategy. In 2020, our business model once again proved its strengths. We did not put the brakes on during an uncertain market situation but continued our expansion and opened a total of five new showrooms in Sweden and Germany, as planned. We outgrew the market both in Sweden and in Germany.
In Sweden, society remained open despite the corona restrictions, and consumers continued visiting showrooms, whereas in Germany showrooms had to be closed for several weeks on two separate occasions during the year, shifting customers' purchase paths to online channels. Despite the restrictions, we continued to provide smooth customer service and do reliable used car sales with success.
ILKKA VIRTANEN
Director of International Business

KAMUX
ANNUAL REPORT 2020
SWEDEN
IN SWEDEN, THE GOVERNMENT DID NOT SET restrictions affecting showroom operations, but the uncertainty in society caused by the pandemic was reflected in people's shopping behavior and consumer retail in Sweden as well. The pandemic had a significant effect on new car retail. The active export of used cars from Sweden continued, supported by the weak exchange rate of the Swedish krona.
According to a statistic maintained by BIL Sweden, there were 292,024 first-time registrations of passenger cars in Sweden, a decrease of 18 percent from 2019. In accordance with the bonus-malus scheme introduced in Sweden in 2018, the taxation of high-emission cars will continue to increase, and tax reliefs will be directed at cars with low calculated emissions. In 2020, petrol and diesel cars constituted 60% of first-time registrations according to a statistic by Trafikanalys.
Used car retail showed clear signs of the largest players wanting to grow their market position by using the exceptional operating environment. Kamux fared well in this competition and strengthened its foothold in the market during 2020 among the ten biggest used car retailers in Sweden. Our market share, however, is still less than one percent of the entire used car market.
REVENUE IN SWEDEN INCREASED to EUR 215.5 million (158.5) and operating profit to EUR 2.4 million (1.3), accounting for 1.1 (0.8) percent of revenue in 2020.
In 2020, the Stockholm Järfälla showroom and the Swedish headquarters moved to new premises. We also opened three new showrooms in Sweden: Sundsvall, Värmdö and Stockholm Heron City. Kamux's digital channel sales were supported in Sweden by a network of a total of 20 showrooms at the end of the year. The role of chat in sales was increased.
By implementing the cornerstones of our business model in a systematic and controlled manner and opening new showrooms as planned, we managed to increase our revenue and the number of cars sold in Sweden. Our investments to improve business efficiency supported the growth of our revenue.

REVENUE

OPERATING PROFIT

SOLD CARS

Our Swedish organization grew in 2020 as we expanded our showroom network. Thus, we invested in training and development of our personnel. We implemented a new coaching approach where experienced Kamux employees share their experiences and coach the more recently hired sales staff.
The coaching approach helps to implement the Kamux concept in daily work and offers tools for successful sales work to our motivated sales personnel. The coaching approach was well received among the Swedish Kamux personnel.
KARRI KAUPPILA
Acting Country Director of Kamux Sweden
KAMUX ANNUAL REPORT 2020
BUSINESS IN 2020
GERMANY
OF KAMUX'S OPERATING COUNTRIES, GERMANY introduced the strictest restrictions to curb the spread of the corona pandemic. Extensive measures at the societal level meant strict restrictions on individuals' gathering and mobility as well as on the operation of brick-and-mortar stores at the end of the first quarter and again in December. The restrictive measures caused uncertainty in consumers, and purchase decisions were postponed especially during the spring.
The pandemic practically halted the production of new cars in Germany, and new car sales in the country plunged. The challenges of new car retail did not directly affect Kamux's operations, however. The German market is large, and Kamux is a relatively small player whose business is not affected as much by market fluctuations. Our strengths in the market included our experience in chat sales, rapid inventory turnover, independence of certain car makes and power sources and our agile business model.
According to statistics by Kraftfahrt-Bundesamt, the number of first-time registered cars in Germany was 2.9 million in 2020, declining by 19.1 percent from 2019. Petrol and diesel cars constituted approximately 75 percent of first-time registrations.
In Germany, the combined share of petrol and diesel cars of the car stock in 2020 was approximately 98 percent of all passenger cars, and the number of cars running on alternative power sources was less than two percent.
IN GERMANY, REVENUE INCREASED to EUR 67.0 million (52.2). Revenue growth was based on new showroom openings, implementing our agile concept in the exceptional operating environment, and our efficient purchasing and selling processes in Germany. Operating loss increased and totaled EUR -1.5 million (-1.0).
We opened two new showrooms in Germany as planned: Kaltenkirchen in the second quarter and Lübeck in the third quarter. The new showrooms support our growth targets in accordance with the strategy and expand our showroom network coverage in the greater Hamburg area in Northern Germany. At the end of the year, Kamux had a total of 8 showrooms in Germany.
Despite the strict restrictions put in place by the German government, such as closures of showrooms, we were able to interact with consumers through our omnichannel online services.

REVENUE

OPERATING PROFIT

SOLD CARS

Thanks to new showroom openings, our network grew in Germany as well. During the year, we focused especially on efficient implementation of the cornerstones of the Kamux concept and business model. We reached a positive result in Germany for the first time in the third quarter and proved the effectiveness of our business model also in the very exceptional operating environment.
Due to the corona orders given by the government, our showrooms were closed first in the spring and again at the end of the year. Our sales personnel, however, served customers efficiently via digital channels. Thanks to the excellent attitude of our personnel and joint brainstorming, we developed a service model for completely contact-free service throughout the purchase path. Even test drives were arranged without physical contact between sales personnel and customers. Our personnel had a key role in creating a successful year in Germany.
ALEKSANDAR AMANN
Country Director of Kamux Germany
KAMUX ANNUAL REPORT 2020
KAMIX
ANNUAL REPORT 2020
THE USED CAR MARKET
is about twice the size of the new car market.

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ANNUAL REPORT 2020
25
DIGITAL CAR RETAIL

CAR SALES AT A TIME AND PLACE CONVENIENT FOR THE CUSTOMER
Digital customer service and online sales channels are an integral part of Kamux's business model. Today, digital channels are almost invariably a part of the consumer's purchase path in retail.
THE WAYS THAT CONSUMERS buy and sell their cars continue to evolve. Consumers want to get acquainted with the alternatives and the selection of cars online, at home, and when it best suits them. The perceptions previously connected to buying a car - the selection being limited to one showroom and the customer signing the purchase contract at the store - have changed.
Of Kamux's customers, 65-70% choose to interact with the company both online and in the showroom. Cross-selling, i.e. cars sold through another showroom than where they are located, requires digital interactions and sales processes, and it accounted for 36% of sales in Finland and 31% within the whole Group.
In Kamux's view, there are differences between markets in the degree of digitalization, the Nordic countries being pioneers compared to Germany, for instance. However, the exceptional year 2020 accelerated the adoption of online services, as consumers' visits to physical stores reduced significantly.
In 2020, Germany in particular made a significant digital leap as consumers increasingly switched to online channels. During the year, we also launched a chat service in Germany. The chat service on our website allows customers to contact our sales personnel directly to get additional information about a car or to book a test drive. Customer interactions in the chat service increased by 20% from the previous year. Additionally, remote customer service was improved by arranging real-time video showings of cars. We also offered customers the possibility of completely contact-free service during the different phases of the purchasing process. For instance, financing pre-application was filled out online, and it was possible to sign the sales contract electronically.
The Kamux website had approximately 900,000 monthly visits in Finland, Sweden and Germany. In addition to the website, we continued to utilize ten different digital marketing channels. We deliver cars to a location of the customer's choosing or to one of our nearly 80 showrooms.
KAMUX ANNUAL REPORT 2020
LEADING WITH KNOWLEDGE AND INTELLIGENCE AT KAMUX
COMBINING THE PHYSICAL AND DIGITAL WORLDS TO A SEAMLESS CUSTOMER EXPERIENCE
- First-class omnichannel customer service
- Supporting consumers' purchase decisions
CONNECTING SUPPLY AND DEMAND AT THE EUROPEAN LEVEL
- Customer needs
- Buying
- Selling
KAMUX'S OWN CRM/ERP
AUTOMATION OF CORE PROCESSES IN CAR RETAIL
- Pricing
- Product information
- Logistics
- Sales leads management
TECHNICAL INFRASTRUCTURE
- Enabling growth
- Ability to launch new concepts, services or countries
OUR DIGITAL OPERATING MODEL
and cross-selling are key factors in enabling Kamux's growth.
High-quality pictures serving online customers
> 55 CONSUMERS' PURCHASE PATHS
> are increasingly digital. In order to provide a first-class customer experience and to support the customer's purchase decision also online, we implemented the automated Autokuva360 photography technology in 2020. The system enables us to take seamless 360-degree photographs of the cars in our selection with consistent lighting and camera angles.
> HIGH-QUALITY PHOTOGRAPHS PRESENTING the car from different angles bring added value to customers as they browse online for a car suitable for their needs. Consistent photos of different cars make it easier for the customer to compare alternatives and to make a purchase decision based on reliable photos without seeing the car physically.
> With Autokuva360, we are thus able to offer consistent information on the cars in our selection and to promote transparent and reliable used car retail, also online.
MIKKO-HEIKKI INKEROINEN
Kamux's Chief Digital Officer (CDO)

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ANNUAL REPORT 2020
KAMUX ANNUAL REPORT 2020
900,000
VISITS TO KAMUX WEBSITES IN FINLAND, SWEDEN AND GERMANY PER MONTH
78
SHOWROOMS SERVE AS PICK-UP POINTS FOR CARS BOUGHT AT THE WEBSTORE OR OTHER DIGITAL CHANNELS
10
DIGITAL SALES CHANNELS IN ADDITION TO KAMUX'S OWN WEBSITES
DIGITAL CHANNELS ARE PRACTICALLY ALWAYS A PART OF THE CUSTOMER'S PURCHASE PATH

36%
USE DIGITAL CHANNELS IN FINLAND
31%
USE DIGITAL CHANNELS AT GROUP LEVEL(1)
65-70%
BEGIN THEIR PURCHASE PATH ONLINE AND CONTINUE TO A SHOWROOM(2)
~1%
BEGIN AND FINISH THEIR PURCHASE IN A SHOWROOM (2)
(1) Cross-selling 1-12/2020 (2) Based on the company's estimate
KAMUX
ANNUAL REPORT 2020
KAMIX ANNUAL REPORT 2020
THE NUMBER OF CONVERSATIONS
in our chat service increased by 20% in 2020.

29
KAMUX'S VALUE CREATION

THIS IS HOW KAMUX CREATES VALUE
The cornerstones of our business model, driven by the digital omnichannel customer service, enable profitable growth and value creation for Kamux's stakeholders and society at large.
WE UTILIZE
- Market leader in Finland and established presence in the Swedish and German markets
- Extensive selection with high turnover rate and continuously growing vehicle database
- Large clientele: consumers who need cars for everyday mobility and companies and entrepreneurs who need commercial vehicles
- Extensive international purchasing networks and sourcing channels: approximately 100 car suppliers
- Professional used car purchasing and sales teams
- Own CRM/ERP system developed continuously according to needs
- Systematically expanding sales network: 10 digital sales channels and 78 showrooms at the end of the year
- Stable financial position: equity of approximately EUR 96 million

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ANNUAL REPORT 2020
DILAY

WE PRODUCE
- We provide solutions to different mobility needs: a total of 60,657 cars sold in 2020
- Renewing Finland's car stock (average age of Finnish passenger car stock 12.5 years): We imported 9,148 cars with an average age of 4.3 years
- Of the cars we imported, 29 percent used alternative power sources
- We offer all relevant add-on services: Kamux Insurance, Kamux Plus and Kamux financing
- We promote a Code of Conduct in car sales, transparency and reliability in used car sales
OUR IMPACT
Societal impact
- We respond to people's mobility needs and influence the traffic infrastructure
- We renew Finland's car stock with our imported vehicles, increase traffic safety and offer more environmentally friendly power source alternatives
- We offer consumers the possibility to upgrade their car to a newer and lower-emission alternative affordably
- We build reliable used car sales in all our market regions
- We are a significant employer throughout Finland and a growing employer in Sweden and Germany
Social impact
- We employ directly and indirectly at the local level: Kamux employed 1,176 professionals at the end of the year. Kamux has approximately 5,000 partner companies in Finland, Sweden and Germany
- We promote youth employment by hiring summer employees and we extend people's careers by hiring seniors as, for example, delivery drivers
- We train our personnel and offer diverse career paths
- We invest in work satisfaction: an average of 3.9/5
- Customer satisfaction at a good level: an average of 4.3/5 (4.3/5)
Environmental impact
- We renew Finland's car stock and import lower-emission cars: of our imported cars, 29% were natural gas, electric or hybrid cars
- We participate in circular economy: we do not use natural resources to produce new, but rather we support the sound use of already manufactured vehicles and spare parts until the end of their lifecycle
- Our environmental impacts result primarily from heating our premises and from transferring cars
Economic impact
- Profitability: operating profit EUR 31 million
- Shareholder value: EUR 9 million of dividends paid
- Equal and fair pay: salaries EUR 32 million
- Tax footprint: EUR 86 million
- Investments supporting strategy: EUR 5 million in total
-
Our activities increased our suppliers' revenue
-
Figures from 2020 unless stated otherwise.
KAMUX ANNUAL REPORT 2020
KAMUX AS AN INVESTMENT
PROFITABLE GROWTH PROMOTING SHAREHOLDER VALUE
Kamux is a unique, international and strongly digital company specialized in used cars.
KAMUX ANNUAL REPORT 2020
32
KAMUX ANNUAL REPORT 2020
UNIQUE, OMNICHANNEL BUSINESS MODEL
OUR BUSINESS MODEL which combines online shopping with an extensive showroom network provides great service anytime, anywhere.
PROFESSIONAL AND CENTRALIZED SOURCING, diverse sourcing channels and efficient car inventory management enable a versatile selection of competitively priced cars.
RAPID INVENTORY turnover enables us to minimize depreciation in the value of the car inventory and the amount of capital tied up in the inventory.
LOW FIXED COSTS and the relatively large share of variable costs increase Kamux's economic flexibility and enable adapting our cost structure to changing situations.
INTEGRATED SERVICES such as insurance and financing services and Kamux Plus are a part of Kamux's business model, as well as increasing the penetration rates of current integrated services and introducing new integrated services.
INCREASED FOCUS on leading with knowledge and intelligence: ability to invest in digital development in order to combine demand and supply at the European level as well as to automate basic processes.
PROFITABLE GROWTH
KAMUX'S GROWTH IS BASED on the increased sales of its existing showrooms, opening of new car showrooms, capitalizing on digitalization, and a good customer experience.
IN 2020, OUR REVENUE increased by 10%. During the past five years, our revenue has increased on average by 19% per year. Concurrently, adjusted operating profit increased by 21% and has increased by 14% annually on average during the past five years.
RETURN ON EQUITY was 26%.
WE SEEK TO gain a significant competitive advantage by continuing to invest in leading with knowledge as well as in digital customer and business processes.
ATTRACTIVE GROWTH POTENTIAL
THE IMPORTANCE OF DIGITAL AND OMNICHANNEL PURCHASE PATHS in car retail is steadily increasing, which strengthens the position of large players with a strong digital presence such as Kamux.
THE EUROPEAN USED CAR MARKET is large and fragmented. Kamux estimates that the Finnish, Swedish and German markets total over EUR 100 billion.
KAMUX IS one of the few international used car retail chains. We aim to grow in markets where we believe we can achieve a strong position by utilizing our omnichannel, digitally driven business model.
IN 2020, our international revenue increased by 34%.
THE USED CAR MARKET is expected to consolidate. This development supports chain operators like Kamux and may create opportunities for expansion through corporate acquisitions.
FINANCIAL TARGETS
The company's medium-term annual financial targets for 2019-2022* were:
| TARGET | ACTUAL 2020 |
|---|---|
| Revenue growth of more than 10% | 10.0 % |
| EBIT margin of at least 4% | Adjusted operating profit 4.2% |
| Dividend payout at least 30% of profit | 41% (dividend proposal for financial year 2020) |
*In February 2021, Kamux published its updated strategy and related financial targets for the years 2021-2023
KAMUX ANNUAL REPORT 2020
CORPORATE RESPONSIBILITY AT KAMUX

KAMUX ANNUAL REPORT 2020
34
In 2020, we revised the topics related to our three responsibility themes. The themes themselves remained the same. In terms of the topics, we increased emphasis on the customer perspective. Transparency, i.e. reliable information on cars, is material to us and our customers. A net impact modeling showed that our most significant impacts involve supporting mobility and societal infrastructure, and the modeling highlighted value creation for society. In terms of personnel, career possibilities and skills development were strongly on our agenda.
THE RESPONSIBILITY THEMES ARE BASED on a materiality analysis conducted in 2019. For the materiality analysis, we used our customers' feedback and questions as the stakeholder viewpoint, we interviewed analysts and investors, and used the information gathered from employee surveys. Kamux's key stakeholders include our customers, personnel, owners, partners, authorities and decision-makers as well as the car industry.

SENSIBLE CHOICES
- Newer cars, alternative power sources
- Promoting circular economy
- Efficient operation
We provide many people with a possibility to buy a newer car by offering a versatile selection of used cars. By importing cars, we renew the average age of the car stock.

WORTH THE TRUST
- Reliable information on cars
- Excellent customer experience
- Value for society
A key business principle for Kamux is to operate responsibly. We aim to be the forerunner of car retail by being reliable, open and transparent.

ENTHUSIASM FOR WORK
- Versatile career possibilities
- Promoting expertise and well-being
- Striving for diversity
Kamux wants to be a fair, inspiring and motivating employer. A committed and motivated personnel is the key to our success.

KAMUX ANNUAL REPORT 2020
KAMUX'S CORPORATE RESPONSIBILITY GOALS AND PERFORMANCE METRICS
IN 2020, WE ADJUSTED OUR GOALS AND PERFORMANCE METRICS. Our guiding principle is that the metrics focus on the most essential topics and give a comprehensive picture of the responsibility of our operations. We will continue developing the monitoring of metrics and data collection also in the coming years.

| THEMES AND TOPICS | GOALS | CENTRAL METRICS |
|---|---|---|
| SENSIBLE CHOICES | ||
| Newer cars, alternative power sources | We provide many people with a possibility to buy a newer car | |
| We bring lower emission cars to the roads and renew the car fleet | Vehicles sold | |
| Age and share of alternative power sources of imported cars | ||
| Promoting circular economy | Maintenance and repair measures and equipment upgrades extend the life-cycle of cars | % of vehicles sold |
| Efficient operation | We use resources wisely and expect the same from our partners | |
| We lead our operations with knowledge on supply and demand, we optimize routes and modes of transport when moving vehicles | Fuel consumption | |
| WORTH THE TRUST | ||
| Reliable information on cars | Corrective decisions related to the cost sharing of car repairs after the sale | Decisions recommending rectification, % of cars sold |
| Excellent customer experience | Kamux offers smooth, transparent customer experiences, encouraging customers to recommend Kamux | |
| We are the forerunner in car retail in creating a culture of trust and openness | Customer satisfaction target level at 4.5/5 | |
| Employee notifications through the whistle-blowing channel are handled appropriately | ||
| Value for society | We create economic well-being in society | Salaries paid |
| Tax footprint | ||
| ENTHUSIASM FOR WORK | ||
| Versatile career possibilities | We offer a dynamic work community with opportunities to develop as a car retail expert | Growth in number of personnel |
| Number of internal recruitments | ||
| Promoting expertise and well-being | A committed, skilled and motivated personnel is the key to Kamux's success | Score of work satisfaction and well-being surveys by country |
| Health percentage of employees | ||
| Striving for diversity | We aim to become a more diverse work community | |
| We treat employees equally | Gender distribution | |
| Number of languages spoken by the personnel | ||
| Width of age range |
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ANNUAL REPORT 2020
WE ARE COMMITTED to contributing to the United Nations' global Sustainable Development Goals (SDGs) in our operations. Especially goals 4, 8 and 12 are central to Kamux.

Ensure inclusive and equal high-quality education and lifelong learning opportunities

Promote inclusive and sustainable economic growth, full and productive employment and decent work

Ensure sustainable consumption and production patterns
Management of corporate responsibility and risks
Kamux's Management Team is responsible for setting and monitoring the themes, goals and performance metrics of the corporate responsibility program. The Board of Directors of Kamux approves the corporate responsibility program and the results of the work and discusses matters related to responsibility in their meetings. The Director of Communications along with the corporate responsibility working group coordinate daily responsibility work with experts in various fields.
Risks related to corporate responsibility are identified and managed as a part of Kamux's comprehensive risk management work. Responsibility topics, including the related risks, are discussed in every Management Team meeting, and they form a part of the Board of Directors' reporting package.

CORPORATE RESPONSIBILITY goals and performance metrics focus on the essential.
KAMUX ANNUAL REPORT 2020
CORPORATE RESPONSIBILITY AT KAMUX

KAMUX'S NET IMPACT MODELING
THE UPRIGHT PROJECT HAS DEVELOPED a net impact model, which measures the net impact of a company's business on society, knowledge, health and the environment. Upright considers impact comprehensively alongside value creation, i.e. what the company achieves with its products and services, not only negative impacts. We commissioned Upright to conduct Kamux's net impact analysis and will utilize the results in the company's strategic planning and the development of the responsibility program.
Upright's work is based on machine learning and AI modeling that charts and quantifies the impacts of economic activities throughout the value chains. As a basis for the analysis, Upright processes a significant amount of data from scientific articles.
Kamux's impact profile
Kamux's impacts were examined in relation to the company's products and services, with consideration for revenue and the number of personnel.
Society
A considerable aspect in Kamux's impact is supporting people's mobility, transportation of goods, and societal infrastructure. We make it possible for many people to purchase a newer car. In addition, the company supports the overall functioning of society by offering employment and paying taxes.
Knowledge
Kamux requires versatile expertise in its operations. However, the knowledge and competence profile of used car retail is different from that of new car design and manufacturing.
Health
In terms of health, the impacts of Kamux's operations are largely indirect. Road traffic accidents and car emissions are a health concern. At the same time, people consider driving to be important and to bring joy to them. On the other hand, car driving also induces so-called road rage and frustration for some, as seen in the Relationships graph.
Environment
The largest environmental impacts of Kamux's operations are caused indirectly by vehicles used in traffic. Used car retail has positive environmental impacts especially from the perspective of circular economy. Kamux enables using already manufactured cars throughout their reasonable life-cycle.
Future outlook
The Upright Project also modeled future scenarios in terms of Kamux's impact profile. Kamux's operating environment is affected by global megatrends such as climate change and digitalization as well as phenomena such as the corona pandemic in the shorter term. In the course of business, the company makes strategic decisions that are affected by megatrends but also stakeholders' values and expectations. These include, for instance, views on mobility and traffic infrastructure.
Integral in terms of Kamux's impact profile are development of low-emission cars and their share of total car sales. Reducing traffic emissions has a key role in combating climate change.
KAMUX ANNUAL REPORT 2020
KAMUX'S IMPACT PROFILE
| IMPACT | NEGATIVE | SCORE | POSITIVE |
|---|---|---|---|
| SOCIETY | -0.0 | +1.2 | +1.2 |
| Jobs | +0.2 | +0.2 | |
| Taxes | +0.4 | +0.4 | |
| Societal infrastructure | +0.5 | +0.5 | |
| Societal stability | 0.0 | ||
| Equality | 0.0 | ||
| KNOWLEDGE | -0.8 | -0.8 | +0.0 |
| Knowledge infrastructure | 0.0 | ||
| Creating knowledge | 0.0 | ||
| Distributing knowledge | 0.0 | ||
| Scarce human capital | -0.8 | -0.8 | +0.0 |
| HEALTH | -0.8 | -0.6 | +0.2 |
| Diseases | -0.5 | -0.5 | +0.0 |
| Physical activity | -0.0 | 0.0 | +0.0 |
| Diet | -0.0 | 0.0 | +0.0 |
| Relationships | -0.3 | -0.3 | +0.0 |
| Meaning & joy | -0.0 | +0.2 | +0.2 |
| ENVIRONMENT | -1.4 | -1.0 | +0.4 |
| GHG emissions | -0.9 | -0.9 | +0.0 |
| Non-GHG emissions | -0.2 | -0.2 | |
| Fresh water | -0.0 | 0.0 | |
| Biodiversity | -0.1 | -0.1 | |
| Waste | -0.3 | +0.2 | +0.4 |
| Source: Upright Project | -1.3 | RELATIVE NET IMPACT |
THE GRAPH DEPICTS KAMUX'S NET IMPACT PROFILE in terms of four main dimensions. The Upright Project emphasizes that the profile should be examined as a whole. All business operations generate impacts, both positive and negative. Far-reaching conclusions cannot be drawn from individual metrics. 'Score' indicates the net sum of positive and negative impacts both for the main dimensions and as a whole.

KAMUX
ANNUAL REPORT 2020
CORPORATE RESPONSIBILITY AT KAMUX

Newer cars, alternative power sources
Kamux supports the national energy and climate strategy and emissions reduction targets. Transportation accounts for approximately a fifth of all greenhouse gas emissions globally. As for all road transportation emissions, passenger car transportation accounts for approximately 45 percent (Ourworldindata.org). The $\mathrm{CO}_{2}$ emissions of the car manufacturing industry are high, and existing vehicles should therefore be used in a sensible way for the whole extent of their life-cycle and the remaining materials reused within the circular economy. Kamux offers its customer a broad selection
of cars, including also low-emission combustion engine cars utilizing new technology as well as alternative power sources. However, the disposable income of households defines the car choices people make as well as the price category of the vehicles most people can purchase.
In Finland, emissions have declined by approximately one third from the year 2010 to 2019 (Ilmasto-opas.fi). The average $\mathrm{CO}{2}$ emissions of passenger cars used in Finnish transportation were $153.5\mathrm{g / km}$ (Liikennefakta.fi) at the end of 2020 (155.4, NEDC). The $\mathrm{CO}{2}$ emissions of Kamux's imported cars in 2020 were on average $130.7\mathrm{g / km}$ (129.7).
We renew Finland's car stock by importing newer cars with lower $\mathrm{CO}_{2}$ emissions compared to the average car currently used on Finnish roads. The average age of the cars imported by Kamux was 4.3 years in 2020, compared to the average age of approximately 12.5 years of passenger cars in traffic use in Finland in 2020, as reported by the Finnish Information Centre of Automobile Sector. According to Statistics Finland, the average age of registered passenger cars or passenger cars in traffic use has risen every year since 2007.
Of the cars we imported into Finland in 2020, 29 percent (24) were running on
alternative power sources, including hybrids, electric, natural gas or ethanol cars, and they accounted for approximately 8 percent (6) of all the cars we sold in Finland. Our shop-in-shop concept Kamux Green offers a wide selection of hybrid, electric and gas cars under one roof. Kamux Green has expanded to three showrooms already.
Even though the relative use of alternative power sources is increasing, the absolute quantities are still low, and the European car fleet changes slowly. In 2020, 20 percent (9) of first-time registered passenger cars in Finland were natural gas, electric and ethanol cars as well as plug-in hybrids,
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ANNUAL REPORT 2020
61 percent (78) were combustion engine cars and 19 percent (14) were non-rechargeable hybrids. In 2020, less than 3 percent (2) of Finland's entire car fleet consisted of natural gas, electric and ethanol cars as well as plug-in hybrids (Finnish Information Centre of Automobile Sector).
In 2020 in Sweden, 32 percent (13) of first-time registered cars and 8 percent (7) of the entire car fleet were natural gas, electric and ethanol cars as well as plug-in hybrids (Trafa.se). In 2020 in Germany, 14 percent (3) of first-time registered cars and still under 2 percent (2) of the entire car fleet were natural gas, electric and ethanol cars as well as plug-in hybrids (Kraftfahrt-Bundesamt).
Promoting circular economy
We carry out used car retail by purchasing cars through our sourcing network and from individual consumers and by selling them forward. Purchasing cars is always done according to Kamux's procurement guidelines. In 2020, we carried out maintenance and repair measures and equipment upgrades to 56 percent of the cars sold so that the cars will remain usable for the extent of their reasonable life-cycle. Kamux's operations are based on recycling and they are part of a circular economy where non-renewable natural resources are saved through repairs, reusing and recycling.
Efficient operation
We use resources sensibly and expect the same from our partners. The most significant climate impacts of our operations result from moving cars between showrooms. We seek to optimize the transportation of cars through the selection of routes and transportation modes. By investing in knowledge management, we aim to combine supply and demand. Thus, we can place the cars in our showrooms in a way that minimizes transferring them. We have instructed our personnel on driving in an economical and environmentally friendly way. The cars are fueled with only the necessary amount of fuel. Kamux's fuel consumption in 2020 was 29 liters (29) per car sold.
CAR'S LIFE-CYCLE AND CO₂ EMISSIONS
KAMUX RECYCLES EXISTING COMMODITIES. In terms of CO₂ emissions, cars should not be scrapped until they reach the age of 15–20 years. A used car is often a sensible option in terms of total emissions. The average age of the cars we imported into Finland was 4.3 years in 2020.

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Service, repair and cleaning are done by local partners to avoid unnecessary driving. This is also a way of supporting businesses to provide employment across the country in all of Kamux's operating countries. We have approximately five thousand partners in total, including car sourcing channels and partners.
We use recycled spare parts of high quality when possible. For example, engines, gear systems, turbos, steering gears and other bigger spare parts are mainly rebuilt.
Smaller spare parts are new. We expect that our partners recycle their waste such as batteries, tires and problem waste in an appropriate manner.
We minimize the amount of waste and recycle the waste we produce. We pay Finnish Car Recycling a yearly membership fee related to recycling car parts appropriately. We favor recycled furniture when furnishing our office premises. In 2020, the amount of waste totaled 25.86 tons (21.85). The waste recovery rate was 95% (97) and

the recycling rate was 12% (13). The amount of waste and the waste recovery rate are affected by the volume of operations as well as fluctuations in waste component volumes. The information for 2020 covers 45 out of 50 showrooms in Finland (48). In the remaining showrooms, waste management is part of a more comprehensive property maintenance contract. We restrain energy consumption in showrooms, focusing particularly on properties where we can directly influence the energy solutions used.
KAMUX ANNUAL REPORT 2020

WORTH THE TRUST
Reliable information on cars to our customers
A key business principle for Kamux is to operate responsibly. We aim to be the forerunner of car retail by being trustworthy, open and transparent. In every situation, we aim to offer customers detailed and reliable information on the cars for sale.
We conduct used car retail always in compliance with the Consumer Protection Act, and we disclose the actual condition of the car and its potential shortcomings at each phase of the customer's purchase path. By offering as detailed and transparent information as possible about the cars of interest to the customer, we aim to minimize post-sale disagreements and dispute cases requiring rectification.
In Finland, the majority of disagreements between consumers and retailers are reconciled in accordance with consumer authority guidelines, which Kamux strives to follow in its proposed solutions. The Consumer Disputes Board only processes cases requiring separate handling and recommendation by the board. In 2020, the Consumer Disputes Board processed 68 car sales by Kamux from the year 2019, when the number of cars sold totaled 43,404. Thus, 0.16% of the sales led to a consumer dispute procedure. In half of the resolved cases, the
Consumer Disputes Board's decision supported the proposal made by Kamux to the customer, so decisions recommending rectification constituted 0.08% of cars sold. In accordance with our Code of Conduct, we always adhere to consumer authority recommendations.
In Sweden, Allmänna reklamationsnämnden (ARN) processes all cases reported by consumers. ARN made a total of 90 decisions in 2020 regarding car sales with Kamux. ARN supported Kamux's proposal in 97% of the cases, with 3% of decisions recommending rectification. We work in accordance with recommendations and guidelines of local consumer authorities when proposing solutions to our customers. Therefore, the vast majority of decisions made by the authorities support our proposals, and the number of decisions recommending rectification have decreased.
Unlike Finland and Sweden, Germany does not have a general consumer protection authority, and disputes are always settled in court. In 2020, 11 court cases were concluded, of which two led to compensating a customer.
We comply with laws and regulations and also require our partners to follow Kamux's Code of Conduct in their daily work. We train each Kamux salesperson on
KAMUX ANNUAL REPORT 2020

the ways of working based on the Code of Conduct, supplement the training and monitor the realization of the Code of Conduct. Kamux aims to be a car retail forerunner in creating a culture of trust and openness.
We offer excellent customer experience
We aim to offer a best-in-class customer experience in used car retail. We invest in omnichannel service and want our customers to have a smooth and transparent experience that they want to recommend to others, regardless of channel, time or place. The significance of customer service in digital channels has increased considerably. Digital channels were almost invariably a part of our customers' purchase paths.
As part of customer relationship management, we send a customer satisfaction survey to each customer who bought a car from Kamux, measuring the success of our service and operations. Customer satisfaction is measured on a scale of 1-5, and we have set a target of 4.5 for the whole year. In 2020, a total of 6,235 customers who bought a car from Kamux responded to the customer satisfaction survey. Customer satisfaction remained at the previous year's level, and the overall score in all markets was 4.3 (2019: 4.3/5).
Customer satisfaction was influenced by, for instance, customer service trainings arranged for sales personnel during the year as well as supervisor trainings on sales leadership. In 2020, our after-sales service team grew, and we arranged trainings in all our operating countries to support transparent and quick customer service also in managing claims to achieve excellent customer satisfaction.
Our employees have a Group-wide anonymous whistle-blowing channel for reporting any possible actions violating the Code of Conduct, possible misconduct or suspicions of misconduct. Our website also contains a general feedback email. In 2020, we did not receive any whistle-blowing notifications.
We are a forerunner in car retail, and we build trust and a culture of transparency both internally and with our customers. Due to the corona pandemic, we paid special attention to hygiene in showrooms and disinfected cars in connection with test drives to ensure the safety of our personnel and customers.
We adhere to good consumer sales and governance practices facilitating the excellent customer experience which is of strategic importance to our operations.
We actively monitor any deviations from these practices that require action and aim to react quickly to them. If necessary, we address any deviations with sales staff and supervisors and organize additional training as needed.
At Kamux, we do not advance our own interests nor accept bribes and do not approve, facilitate or advance money laundering or grey economy. We require the same also from all suppliers of cars, services or other goods partnering with us in addition to compliance with laws and regulations.
Value for society
Reliable and transparent used car retail supports profitable growth, which enables us to create value for shareholders and the society. Kamux aims to grow value for the long term and systematically.
Our tax footprint was EUR 86.4 million (74.1) in 2020. The most significant items related to payment of taxes were the car taxes as well as marginal and VAT taxes paid. We paid a total of EUR 6.6 million (5.0) of income tax in 2020.
Kamux's compensation system aims at equal, fair, transparent and motivating remuneration in which a salesperson's compensation consists of a basic salary and a performance-based pay. Performance-based compensation is based on the number of cars sold, profit and the sales of integrated services.
We paid EUR 32 million in salaries to the personnel in 2020. The amount of salaries increased by 15.1 percent from 2019. Concurrently, revenue increased by 10 percent during the financial year 2020.

GROUP'S TAX FOOTPRINT (EUR MILLION)
KAMUX ANNUAL REPORT 2020

OUR TAX
footprint was EUR 86.4 million (74.1) in 2020.
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ANNUAL REPORT 2020
45
AS AN EMPLOYER,
we promote equality
and safety.
ENTHUSIASM FOR WORK
Versatile career opportunities
We want to be a fair, inspiring and motivating employer. A skilled and committed personnel has a key role in building our long-term international success. We want to offer our employees interesting career paths and opportunities to develop as car retail experts in different phases of their careers.
We did not temporarily lay off or discharge any employees due to the corona pandemic, an exception being the lockdown arrangements in Germany ordered by the government. The personnel's flexibility, excellent attitude and ability to adapt, combined with the flexible compensation system integrated in our concept, showed the resiliency of our organization during the exceptional time. Despite the pandemic, we recruited more personnel, and especially our sales organization grew as new showrooms were opened in Finland, Sweden and Germany. The number of personnel working for us converted to full-time equivalent (FTE) employees was 713 (595) in 2020, an increase of 19.8 percent from the previous year.
In 2020, we actively offered career paths and new job opportunities within the organization. During the year, 50 Kamux employees switched from one role to another within the organization. Our operating model offers opportunities for professional development for motivated employees.
Promoting expertise and well-being
The worker rights defined by the International Labour Organisation (ILO), local labor laws and human rights defined by the UN guide all our operations. Results of the work satisfaction and well-being survey conducted in 2020 were 3.88 in Finland, 3.93 in Sweden and 3.78 in Germany.
In 2020, we continued the systematic training of sales personnel and supervisors. The trainings aim at promoting employee satisfaction and well-being. By investing in
KAMUX ANNUAL REPORT 2020
46
training and by offering the best possible tools to support sales and leadership work, we encourage employees to reach their goals and to succeed in their work.
We continued to develop our training program and adopted new approaches. Trainings of new Kamux sales personnel continued in our training center in Hameenlinna. Face-to-face trainings were held with consideration for social distancing and safety. In addition, trainings were arranged in all operating countries via an online portal and video connections. The portal also allows us to monitor the coverage of the trainings as well as skills development. During the year, we offered additional sales training and coaching also for our more experienced sales personnel. Training themes included, among others, customer encounters, feedback, and team leadership. We also continued development discussions in accordance with the operating model. Our trainings aim to promote the work satisfaction and well-being of our personnel.
In 2020, we invested especially in monitoring the working capacity and resources of our personnel. On account of the corona pandemic, we reorganized the personnel's shifts and took country-specific recommendations and restrictions into account.
Our aim is that Kamux employees are not involved in accidents leading to absence from work. At Kamux, most of the work is performed in showrooms or office premises, where workplace accidents are rare. The most typical accidents in our operations result from slipping or stumbling. We aim to prevent absences from work due to illness at the earliest stage possible. During 2020,
a total of 8 (14) accidents occurred that led to absence from work, but there were no serious work-related accidents. The overall health percentage of our personnel decreased due to the corona pandemic and was 53 (67) in 2020, which means that approximately half of our employees were not absent from work due to sickness during the year. Kamux's occupational health care partner in Finland is Terveystalo.
Striving for diversity
Kamux wants to be an equal and safe employer to all its employees. In 2020, the number of personnel in the Group converted to full-time equivalent (FTE) employees was 713, of which 9% (9) were women. We aim to become a more diverse work community and offer job opportunities to people of different ages. We support and accelerate young people's access to working life by offering car sales work right after graduating from school. We also offer summer jobs to students and extend careers by employing senior citizens in car delivery tasks, for instance.
The age range of our personnel in 2020 was 15-82 years. Of all our employees, the share of employees under 25 years was approximately 26% and the share of employees over 55 years approximately 29%.
A guiding principle in all our operations is that we treat each other equally, respecting people's privacy, religious freedom as well as freedom of association and collective bargaining. Cultural diversity is one of our strengths in our operating countries, and in 2020, Kamux employees served our customers in 28 different languages.

KAMUX ANNUAL REPORT 2020
KAMUX ANNUAL REPORT 2020
CORPORATE GOVERNANCE STATEMENT 2020
REMUNERATION REPORT 2020
48
CORPORATE GOVERNANCE STATEMENT 2020
CORPORATE GOVERNANCE STATEMENT 2020
Kamux Corporation's ("the company" or "Kamux") corporate governance complies with the Finnish Limited Liability Companies Act, regulations concerning listed companies, the company's Articles of Association, and rules and regulations of Nasdaq Helsinki Ltd. In 2020, the company also followed the Finnish Corporate Governance Code 2020 issued by the Finnish Securities Market Association. An unofficial English translation of the Finnish Corporate Governance Code is available on the Security Market Association's website (https://cgfinland.fi/).
The Corporate Governance Statement is issued as a separate statement from the Report by the Board of Directors. The statement will not be updated during the financial year, but the subjects it contains as well as other necessary and up-to-date investor information is available on the company's website at www.kamux.com.
Governing bodies of Kamux
The governing bodies of Kamux are its General Meeting of shareholders, the Board of Directors and the CEO. The highest decision-making power in Kamux is exercised by the company's shareholders at the General Meeting. The Board of Directors and the CEO are responsible for the management of the company. The Management Team assists the CEO in operative management of the company and the Group.
General Meeting
The General Meeting of shareholders is the highest decision-making body of Kamux. The Annual General Meeting shall be held once a year by the end of June. It decides on matters in its authority, stipulated in the company's Articles of Association and on proposals made to the General Meeting. The Annual General Meeting normally takes place in March-April. An Extraordinary General Meeting can be convened if needed. The Board of Directors is required to organize an extraordinary meeting if requested in writing by a company auditor or shareholders holding a minimum of 10 percent of the company's shares in total for the purpose of discussing a specific issue.
The duties of the General Meeting are defined in Kamux's Articles of Association and include:
> Decisions on changes to the Articles of Association;
> Adoption of the financial statements;
> Use of the profit shown on the balance sheet;
> Discharging the members of the Board of Directors and the CEO from liability;
> Decision on the number of members in the Board of Directors;
> Election of the Board of Directors, the Chairperson and Vice Chairperson, and the decision on their remuneration;
> Election of the auditor and the decision on his/her compensation.
The notice convening the General Meeting shall 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 several widely circulated daily newspapers chosen by the Board of Directors, no earlier than three months and no later than three weeks before the General Meeting, and in any case at least nine days before the record date. The notice of the General Meeting and the Board's proposals for the meeting are also published as a stock exchange release.
The notice of the meeting, the documents to be presented at the General Meeting and the proposals for the decisions of the Board of Directors or other decision-making bodies will also be available on the company's website no later than 21 days before the General Meeting.
Board of Directors
The Board of Directors is responsible for the governance of the company and the appropriate organization of its operations. The Board of Directors oversees the appropriate organization of the company's accounting and supervision of financial management. The Board of Directors has an Audit Committee and can establish also other permanent committees.
Under Kamux's Articles of Association, the Board of Directors shall comprise a minimum of four and a maximum of eight members, who shall be elected at a General Meeting. Major shareholders prepare a proposal for the composition of the Board. In 2020, the Annual General Meeting made a resolution to establish a Shareholders' Nomination Board to carry out this objective, among others.
The term of all members of the Board of Directors expires at the end of the Annual General Meeting following their election.
Rules of procedure of the Board of Directors
The main duties of the Board of Directors are defined in the written Rules of procedure drafted by the Board. Under the Rules of procedure and the Finnish Limited Liability Companies Act, the duties of the Board of Directors include among others:
> Confirming the business strategy;
> Preparing the Board of Directors' reports, financial statements and interim reports;
> Ensuring the appropriate arrangement and control of accounts and finances;
> Preparing proposals to be addressed in a General Meeting and convening a General Meeting;
> Approving and monitoring the principles governing risk management, internal auditing and control, as well as addressing significant risks;
> Approving and monitoring annual budgets and action plans;
KAMUX ANNUAL REPORT 2020
CORPORATE GOVERNANCE STATEMENT 2020
> Appointing the CEO and deciding on the terms of his or her service;
> Deciding on the company structure as well as ensuring and monitoring the functioning of the organizational structure and management system;
> Appointing the members of the Management Team and deciding on their remuneration;
> Deciding on the main principles of the remuneration and incentive schemes for other personnel;
> Ensuring that Kamux has values that are adhered to within all Group companies;
> Deciding on strategically or financially significant mergers and acquisitions, other corporate transactions, and investments;
> Approving the company's central operating policies;
> Defining the principles for monitoring and evaluating the transactions of the company and related parties, and deciding on related party transactions not conducted in the ordinary course of business;
> Deciding on other matters that fall within the purview of the Board according to the Finnish Limited Liability Companies Act or other regulations.
The Board of Directors conducts an annual self-evaluation of its operations and working methods. As in previous years, the Board carried out the self-evaluation in January 2020. The self-evaluation emphasized matters related to internationalization and the improved monitoring and evaluation of the operating environment. The development of meeting practices was also evaluated. The results of the self-evaluation were presented to the Shareholders' Nomination Board in the fall of 2020. The self-evaluation is improved constantly.
The Board of Directors convenes regularly ten times a year and arranges additional meetings if needed. If necessary, the Board can also pass resolutions without a meeting. The Board of Directors convenes for a strategy meeting at least once a year to approve the company's long-term strategic goals, amongst other things. The members of the Management Team who regularly attend Board meetings include the CEO and the CFO, who are not Board members. The Board of Directors constitutes a quorum when more than one-half of its members are present. The decisions of the Board require a simple majority. In case of a tie vote, the decision will be based on the opinion with which the Chairperson of the meeting concurs.
The Board of Directors in 2020
During 1 January–21 April 2020, members of the Board of Directors of Kamux were Matti Virtanen (Chairperson), Reija Laaksonen, David Nuutinen, Jokke Paananen and Harri Sivula. After Vesa Uotila resigned from the Board of Directors of Kamux on 31 December 2019, the Board operated with five members from 1 January 2020 until the General Annual Meeting on 21 April 2020. Vesa Uotila was appointed Kamux's Director of Business Development and Member of the Management Team of Kamux as of 7 January 2020.
BOARD OF DIRECTORS ON 31 DECEMBER 2020
The resumes of the members of the Board of Directors can be read on the website at kamux.com/en.

HARRI SIVULA
b. 1962, M.Sc. (Admin.)
Finnish national
Member of the Board of Directors 2017–
Chairperson of the Board of Directors 2020–
Independent of the company and the company's significant shareholders
Holdings on 31 December 2020: 38,333 shares
Principal occupation: Board Professional

DAVID NUUTINEN
b. 1959, M.Sc. (Econ.)
Finnish national
Member of the Board of Directors 2012–
Independent of the company and the company's significant shareholders
Holdings on 31 December 2020: 27,067 shares
Principal occupation: CEO of DN Advisory Oy 2017–

REIJA LAAKSONEN
b. 1973, M.Sc. (Econ.)
Finnish national
Member of the Board of Directors 2017–
Independent of the company and the company's significant shareholders
Holdings on 31 December 2020: 6,015 shares
Principal occupation: Head of Global Marketing of Nokian Tyres plc 2020–

JOKKE PAANANEN
b. 1972, M.Sc. (Econ.)
Finnish national
Member of the Board of Directors 2011–
Independent of the company's significant shareholders
Holdings on 31 December 2020: 1,667 shares
Principal occupation: Founding Partner and CEO of Intera Partners Oy 2013–

ANTTI MÄKELÄ
b. 1976, student of Technology, student of Economics
Finnish national
Member of the Board of Directors 2020–
Independent of the company and the company's significant shareholders
Holdings on 31 December 2020: 32,667 shares
Principal occupation: Founder and Chairperson of the Board of Directors of Reaktor Group 2000–, Director and Chairperson of the Board of Directors of Reaktor Ventures Oy 2013–

TUOMO VÄHÄPASSI
b. 1969, Master of Laws/LLM
Finnish national
Member of the Board of Directors 2020–
Independent of the company and the company's significant shareholders
Holdings on 31 December 2020: 1,667 shares
Principal occupation: Board Professional
KAMUX
ANNUAL REPORT 2020
CORPORATE GOVERNANCE STATEMENT 2020
ATTENDANCE OF MEMBERS OF THE BOARD OF DIRECTORS IN MEETINGS
| Member | Attendance | Attendance rate |
|---|---|---|
| Harri Sivula | 18/20 | 90% |
| Reija Laaksonen | 19/20 | 95% |
| David Nuutinen | 20/20 | 100% |
| Jokke Paananen | 20/20 | 100% |
| Antti Mäkelä (from 21 April) | 11/11 | 100% |
| Tuomo Vähäpassi (from 21 April) | 11/11 | 100% |
| Matti Virtanen (1 January–21 April) | 9/9 | 100% |
The Annual General Meeting on 21 April 2020 reappointed the members Harri Sivula, Reija Laaksonen, David Nuutinen and Jokke Paananen to the Board of Directors. New members of the Board of Directors included Antti Mäkelä and Tuomo Vähäpassi. The General Meeting elected Mr. Harri Sivula as the Chairperson of the Board and Mr. David Nuutinen as the Vice Chairperson of the Board.
In 2020, the work of the Board of Directors focused in particular on reacting to the changes in the operating environment brought on by the corona pandemic, developing profitability, and the internationalization of Kamux. The Board of Directors held a total of 20 meetings in 2020, of which five were resolutions made without a formal meeting.
Independence of the Board of Directors
According to the Corporate Governance Code, a majority of the Board members shall be independent of the company, with at least two of these members also being independent of the major shareholders of the company.
The Board of Directors shall assess annually the independence of its members in relation to the company and its major shareholders. In 2020, members of Kamux's Board of Directors were assessed to be independent of the company in accordance with the Finnish Corporate Governance Code for listed companies. According to the independence assessment, members of the Board were also independent of shareholders, except for Jokke Paananen, who is a founding partner and CEO of Intera Partners Oy. After Intera Fund II Ky sold its holdings of Kamux during 2020, the Shareholders' Nomination Board assessed in December 2020 that Jokke Paananen is also independent of the company and the company's significant shareholders. The Board of Directors to be appointed in the 2021 Annual General Meeting will provide its own assessment of the independence of its members.
Diversity of the Board
Kamux's Board of Directors has adopted a diversity policy. Kamux's diversity policy promotes balanced gender diversity when electing Board members and includes Board members having skills and experience in different business areas that complement each other and support the company's core functions. The diversity of the Board of Directors is supported by the diverse professional and educational background of members as well as consideration for the age distribution.
A person elected as a member of the Kamux Corporation's Board of Directors must have qualifications required for the task and skills fitting the competence profile of Kamux's Board of Directors, as well as adequate availability for carrying out the duties of a Board member. When electing Board members, the goal is to ensure that the Board of Directors as a whole supports the development of Kamux Corporation's current and future business. The extent of the business activities of the company also requires preparing matters pertaining to financial reporting and control in a smaller group in the Audit Committee. Members of the Audit Committee must have sufficient qualifications and experience considering the duties of the Committee and the statutory tasks related to financial auditing.
The diversity goals defined in Kamux's diversity policy are evaluated to be adequately realized in 2020. The diversity policy was reviewed in 2020 in line with the Corporate Governance Code and updated with minor revisions, and the Kamux Board of Directors approved it in December 2020.
Audit Committee
The Board of Directors appoints an Audit Committee to assist it in the performance of its supervisory duties. The Board appoints from its members at least three members to the Committee. Members of the Audit Committee must have qualifications required for the task and shall be independent of the company, with at least one member being also independent of the major shareholders of the company.
The Board has defined the duties of the Audit Committee in its adopted Rules of procedure. In accordance with the Rules of procedure, the duties of the Audit Committee include assisting the Board in ensuring appropriate supervision of the company's accounting and financial management, as well as ensuring that the company has an adequate internal control system in place covering all of its operations. Furthermore, the Audit Committee is responsible for monitoring that the company's operations and internal control are organized in compliance with laws, regulations and principles of good management and administration, and for supervising the implementation of internal control. To carry out its duties, the Audit Committee aids the Board in preparing,
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CORPORATE GOVERNANCE STATEMENT 2020
guiding and assessing risk management, internal control systems, processes for financial reporting, accounting and internal audits in the following ways, among others:
The Audit Committee is responsible for:
> Monitoring the reporting process of financial statements and interim reports;
> Handling interim reports for the approval of the Board;
> Supervising the financial reporting process;
> Monitoring and evaluating the efficiency of internal control, internal auditing and risk management systems;
> Handling the descriptions of the main features of the internal control and risk management systems pertaining to the financial reporting process;
> Monitoring the statutory audit of the financial statements and consolidated financial statements, evaluating the resources and independence of the statutory auditor, and preparing a proposal for resolution on the election of the auditor;
> Reviewing the company's financial position and procurement processes;
> Evaluating compliance with laws, regulations and ethical principles;
> Monitoring the company's credit position and taxation;
> Reviewing the company's Corporate Governance Statement, and addressing and resolving any special issues raised by the Board of Directors that fall within the purview of the Audit Committee.
The Chairperson of the Audit Committee shall convene the Committee at least four times a year. The Audit Committee reports the decisions made in its meetings regularly to the Board.
Audit Committee in 2020
In 2020, the Audit committee comprised on 1 January–21 April 2020 Harri Sivula (Chairperson), Reija Laaksonen and David Nuutinen. In its constitutive meeting on 21 April 2020 after the Annual General Meeting, the Board of Directors of Kamux appointed Mr. David Nuutinen (Chairperson), Ms. Reija Laaksonen and Mr. Antti Mäkelä as members of the Audit Committee. All members of the Audit Committee are independent of the company and its major shareholders.
In 2020, the work of the Audit Committee focused on appropriate consideration of the corona pandemic in financial reporting, on the selected priorities of internal control, and on matters pertaining to cyber security and the development of information systems. The Audit Committee convened four times in 2020. All members of the Audit Committee attended each meeting.
Shareholders' Nomination Board
Kamux's Shareholders' Nomination Board was established in accordance with the resolution of the Annual General Meeting held on 21 April 2020. The purpose of the Shareholders' Nomination Board is to annually prepare and present to the Annual General Meeting, and to Extraordinary General Meetings when necessary, proposals for the composition of
the Board of Directors (the number of members and the persons) and for remuneration in accordance with the Remuneration Policy for the Governing Bodies. In addition, the Nomination Board's duty is to look for successor candidates for Board members and to prepare the principles of the Board of Directors regarding diversity.
The Nomination Board consists of four members. The right to appoint members representing the shareholders belongs to the three shareholders whose proportions of the votes of all shares of the company are the largest according to the shareholder register on the first business day of September preceding the Annual General Meeting. The Nomination Board also includes as a member the Chairperson of the Board of Directors. A representative of the largest shareholder is appointed as Chairperson of the Nomination Board unless the Nomination Board explicitly decides otherwise.
The company announced on 30 September 2020 the following appointments to the Nomination Board:
> Terho Kalliokoski, representing shareholders Juha Kalliokoski and Callardo Capital Oy (Chairperson of the Nomination Board);
> Jan Lehtinen, representing shareholder Elo Mutual Pension Insurance Company;
> Esko Torsti, representing shareholder Ilmarinen Mutual Pension Insurance Company;
> Harri Sivula, Chairperson of the Board of Directors of Kamux Corporation.
The Shareholders' Nomination Board convened three times. All members attended each meeting.
The Nomination Board submitted its proposal for the composition and remuneration of the Kamux Board of Directors to the Board on 16 December 2020. The proposal was also published in a stock exchange release.
CEO
The CEO's task is to manage Kamux's operations in accordance with the instructions and rules given by the Board of Directors, as well as to report to the Board of Directors on the development of Kamux's business and financial situation. The CEO's duties include preparing matters to be decided by the Board of Directors, developing Kamux's operations together with the Board of Directors in accordance with the mutually set objectives, and ensuring the appropriate implementation of the decisions made by the Board of Directors. The CEO is also responsible for organizing Kamux's day-to-day governance and overseeing that the company's financial management is organized in a reliable manner. In addition, the CEO ensures that Kamux complies with applicable laws and regulations. The CEO chairs the meetings of Kamux's Management Team. The CEO cannot be elected as Chairperson of the Board of Directors.
The Board of Directors appoints, and dismisses if needed, the CEO, and decides on the remuneration and other terms and conditions of the position of CEO. The CEO is
KAMUX ANNUAL REPORT 2020
CORPORATE GOVERNANCE STATEMENT 2020
MANAGEMENT TEAM 31 DECEMBER 2020

JUHA KALLIOKOSKI
CEO
and Member of the Management Team 2001~
b. 1970, police officer, degree in salesmanship training
Finnish national
Holdings on 31 December 2020: 6,100,751 shares (direct holdings and shares owned by an investment company under the control of related parties)

SATU OTALA
Director of Communications
and Member of the Management Team 2015~
b. 1967, M.A.
Finnish national
Holdings on 31 December 2020: 40,715 shares

MARKO LEHTONEN
CFO
and Member of the Management Team 2019~
b. 1972, M.Sc. (Econ.), CEFA
Finnish national
Holdings on 31 December 2020: 4,581 shares

TERO TÖRMÄNEN
Purchasing Director
and Member of the Management Team 2017~
b. 1974, vocational Qualification in Business and Administration, Executive Development Program for Automotive Industry
Finnish national
Holdings on 31 December 2020: 55,841 shares

TOMMI IISKONMÄKI
Country Director Finland 2018~
and Member of the Management Team 2015~, HR Director 2015-2018, Country Director Sweden 2016-2017
b. 1977, M.Sc. (Econ.), Officer from the Finnish National Defence University
Finnish national
Holdings on 31 December 2020: 43,011 shares

VESA UOTILA
Director of Business Development
and Member of the Management Team 7 January 2020~
b. 1982, M.Sc. (Econ.)
Finnish national
Holdings on 31 December 2020: 6,500 shares

MIKKO-HEIKKI
INKEROINEN
Chief Digital Officer
and Member of the Management Team 2018~
b. 1987, Master of Social Sciences
Finnish national
Holdings on 31 December 2020: 4,832 shares

ILKKA VIRTANEN
Director of International Business 2019~
and Member of the Management Team 2018~, Director of Business Development 2018-2019
b. 1980, M.Sc. (Econ.)
Finnish national
Holdings on 31 December 2020: 8,297 shares
appointed for the post until further notice.
The financial benefits of the CEO are reported in the separate Remuneration Report of Kamux Corporation for 2020.
Juha Kalliokoski serves as the CEO of Kamux Corporation, appointed by Kamux's Board of Directors.
Management Team
The Management Team supports the CEO in implementing the company's strategy and manages Kamux's business operations as a whole. The members of Kamux's Management Team have specific authority in their individual areas of responsibility, and their duty is to develop Kamux's operations in line with the targets set by the company's Board of Directors and CEO. The Management Team convenes regularly each month or when necessary.
In 2020, the work of the Management Team focused in particular on company growth, profitability, internationalization, leading with knowledge, and addressing the circumstances induced by the corona pandemic.
Main principles of risk management
The aim of risk management is to ensure the keeping of customer promises, profit development, the ability to pay dividends, shareholder value, responsible operating practices and the continuity of business. Kamux has harmonized and efficient methods to identify, assess and manage risks and their consequences.
Olli Kilpi served as Kamux's HR Director until 22 May 2020. The resumés of the members of the Management Team can be read on the company website at kamux.com/en.
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ANNUAL REPORT 2020
CORPORATE GOVERNANCE STATEMENT 2020
Kamux complies with the internal control and risk management principles approved by the company's Board of Directors. Risk management is a systematic activity, the purpose of which is to guarantee comprehensive and appropriate identification, assessment, management and monitoring of risks. It is an essential part of Kamux's planning and management process, decision-making, day-to-day management, operations, and supervision and reporting procedures. Risks are assessed and managed comprehensively from the perspective of potential business impacts.
The Group CEO and other members of the Management Team are each responsible for their own areas. The Management Team regularly reports to the Board of Directors on risks and risk management measures. The Board of Directors addresses the most significant risks and measures to manage them, and assesses the efficiency and effectiveness of risk management. The CFO is responsible for coordinating risk management.
Kamux has documented its common operating principles in the company's Code of Conduct. The Code of Conduct is part of risk management. Kamux also has a separate guideline for its partners.
Internal control and auditing
The objective of internal control at Kamux is to ensure the efficiency and profitability of business operations, the reliability of financial reporting, compliance with laws and regulations applicable to the company's business, and compliance with the company's internal instructions. The specific objective of the internal control of financial reporting is to ensure that interim reports, half-year reports, financial statement bulletins and other financial reporting as well as financial statements and annual reports are reliable and are prepared in accordance with the accounting and reporting principles adopted by the company.
The company's Board of Directors is responsible, in accordance with its Charter, for monitoring the process of financial reporting and the effectiveness of the company's internal control and risk management system. The CEO is responsible for the practical organization of internal controls. This includes ensuring that the company has implemented adequate internal control mechanisms as stipulated in the guidelines defined by the Board of Directors. The CEO, supported by the Management Team, is responsible for ensuring that the Group's day-to-day operations comply with the agreed principles and applicable laws and regulations, and that identified non-compliance incidents and deficiencies are addressed and that adequate corrective measures are taken.
In 2020, the development of internal control focused on appointing and training a new internal auditor as well as on new locations in accordance with the audit plan. The restrictions put in place due to the corona pandemic caused difficulties in audit measures, especially abroad.
Kamux's Board of Directors has assessed that due to the nature of the company's operations, the number of employees and geographical scope, it is not necessary to organize internal auditing as a separate function. The Board of Directors shall evaluate on a yearly basis whether such function should be established. In 2020, internal audit was carried out by an external service provider.
Related party transactions
Kamux's Board of Directors has defined the principles for monitoring and evaluating related party transactions. The related party policy also defines the principles and processes that the company uses to organize decision-making in terms of related party transactions and to monitor and report on possible related party transactions. The Group maintains a list of related parties. The main principle of the Kamux related party policy is that all legal transactions between the company and related parties shall be carried out on normal market terms.
Transactions carried out with related parties are addressed in the Audit Committee of the Board of Directors and/or in the Board of Directors in accordance with the related party policy. Significant transactions with the management of Kamux and its related parties are decided by Kamux's Board of Directors. The Board of Directors also decides on related party transactions that are not the company's normal business operations or that are not carried out on normal market terms.
The company and its related parties did not carry out any transactions that are material to the company and not in the ordinary course of business or otherwise based on market terms in 2020. Related party transactions carried out in the ordinary course of business concern certain lease agreement arrangements, vehicle procurement and sale, and mutual service sales and loan arrangements between Group companies.
Insider management
Kamux Corporation observes the guidelines for insiders approved by the Board of Directors, which is based on the Market Abuse Regulation, the Guidelines for Insiders of Nasdaq Helsinki Ltd, and other applicable rules and regulations.
The CFO is responsible for insider matters at Kamux Corporation. The company compiles a list of permanent insiders and also maintains a list of project- or event-specific insiders as needed. In 2020, the insider lists were maintained in the Ticker service.
People in management positions at Kamux and their immediate circle are required to declare their business transactions in shares of Kamux Corporation or other financial instruments based on them. People in management positions at Kamux and other persons within the information core of the company may not, on their own account or on the account of a third party, carry out business transactions in the shares of Kamux Corporation or other financial instruments based on them during the silent period. The silent period begins 30 days before the publication day of Kamux's financial statement bulletin, half-year report, or interim report.
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CORPORATE GOVERNANCE STATEMENT 2020
Kamux has an internet-based reporting channel that enables anonymous reporting of suspected infringement of rules and regulations concerning financial markets.
total of EUR 32,000 for other advisory services unrelated to auditing. The other advisory services mainly concerned financial consultation pertaining to, for instance, direct and indirect taxes as well as the IFRS.
Audit
The statutory audit covers the company's accounting, financial statements and administration for the financial year. The auditor of the parent company shall also audit the consolidated financial statements. The auditor provides the company's shareholders with a statutory auditor's report in connection with the company's annual financial statements and regularly reports their auditing observations to the Board of Directors. Kamux's financial year is the calendar year.
According to the company's Articles of Association, the company's auditor shall be an auditing organization approved by the Central Chamber of Commerce. The auditor is elected at the Annual General Meeting of shareholders for a term that ends at the conclusion of the Annual General Meeting following the election.
Audit in 2020
The Annual General Meeting re-elected PricewaterhouseCoopers Oy as the auditor, with CPA Janne Rajalahti as the principal auditor announced by PricewaterhouseCoopers Oy. PricewaterhouseCoopers Oy has acted as the auditor of Kamux since 2015.
The auditor is paid a fee according to an invoice approved by the company. In 2020, the auditors were paid a total of EUR 193,000 for the auditing services and a
KAMUX ANNUAL REPORT 2020
REMUNERATION REPORT 2020
DEAR KAMUX CORPORATION SHAREHOLDER
THIS REMUNERATION REPORT for the year 2020 is Kamux's first remuneration report drafted in line with the Securities Market Association's Corporate Governance Code 2020. In accordance with statutory requirements and the renewed Corporate Governance Code, Kamux's Board of Directors formulated a remuneration policy for the company in spring 2020, which was presented to the Annual General Meeting on 21 April 2020. The Annual General Meeting approved the remuneration policy with an advisory resolution.
Key principles of remuneration
Kamux's remuneration policy defines the remuneration practices that encourage the Board of Directors and CEO to promote the company's growth strategy, long-term economic success and shareholder value creation. Likewise, an objective is to recruit a competent Board of Directors and Management Team to the company and to ensure their commitment.
The aim of the remuneration of the Board of Directors is that it is aligned with similar companies in terms of market value, and that it on the other hand corresponds to the competence and workload required from each member of the Board of Directors.
In the remuneration of the CEO, economic development and long-term shareholder value creation are significant factors, which aligns the interests of the CEO and shareholders in a sustainable way. Competitive overall remuneration also has to enforce Kamux's entrepreneurial mindset.
In defining the remuneration policy, the Board of Directors also takes into consideration the remuneration criteria applicable to the entire personnel of Kamux. This is evident in our variable remuneration arrangements, which are based on the company's strategy: the aim is to support the profitable growth of Kamux.
Remuneration in 2020
Kamux's Board of Directors supervises and assesses the remuneration policy in order to ensure adherence to the company's strategy and principles of remuneration. In 2020, the remuneration of the Board of Directors and the CEO complied with the remuneration policy, and there were no deviations.
The 2020 Annual General Meeting resolved to increase the remuneration of the Board of Directors to correspond to the remuneration of Board members in similar companies in terms of market value. The Annual General Meeting also resolved to pay a part of the annual remuneration of Board members in shares. This is in line with the remuneration policy, which encourages Board members to hold shares of Kamux.
The overall remuneration of the CEO in 2020 was 364 096 euros, of which variable remuneration constituted 25 percent.
Remuneration in 2021
This year, we continue to comply with the principles outlined in the Kamux remuneration policy. Remuneration components that are in alignment with the remuneration policy support Kamux's growth strategy and long-term shareholder value creation.
HARRI SIVULA
Chairperson
Kamux Board of Directors
KAMUX ANNUAL REPORT 2020
REMUNERATION REPORT 2020
Long-term remuneration development
Kamux has implemented its growth strategy in a consistent manner during the five-year period reviewed. The company has increased its revenue from EUR 404.8 million in 2016 to EUR 724.1 million in 2020. During the corresponding period, operating profit increased from EUR 15.7 million to EUR 31.2 million.
Based on a resolution of the 2020 Annual General Meeting, the remuneration of the Board of Directors was reviewed to align it with the current level of remuneration in listed companies of similar size. The Annual General Meeting also resolved to pay 40 percent of the annual remuneration of the Chairperson and members of the Board of Directors as Kamux shares.
ADJUSTED OPERATING PROFIT GROWTH
$\rightarrow$ adjusted operating profit growth, $\%$ from previous year

REVENUE AND REVENUE GROWTH
$\rightarrow$ Increase of revenue, $\%$ from previous year

AVERAGE REMUNERATION (EUR)
| 2016 | 2017 | 2018 | 2019 | 2020 | |
|---|---|---|---|---|---|
| Chairperson of the Board of Directors | 20,000 | 32,000 | 36,000 | 36,000 | 60,000 |
| Other Board members on average | 11,750 | 15,833 | 21,167 | 20,400 | 34,080 |
| CEO | 310,576 | 290,154 | 299,184 | 353,005 | 364,096 |
| Kamux employee salary on average1) | 53,251 | 48,177 | 52,429 | 53,641 | 50,895 |
1) The average salary of Kamux employees was calculated as follows: (Group salaries and bonuses + defined contribution pension costs + share-based incentive)/average number of personnel within the Group during the financial year converted to full-time equivalent (FTE) employees

FINANCIAL PERFORMANCE OVER A FIVE-YEAR PERIOD

RELATIVE REMUNERATION DEVELOPMENT OVER A FIVE-YEAR PERIOD
The chart Relative remuneration development over a five-year period presents the average remuneration development of the CEO, Chairperson of the Board, other Board Members and employees from 2016 to 2020. The sums are indexed at 100 in 2016 to illustrate relative development in 2016-2020.
KAMUX
ANNUAL REPORT 2020
REMUNERATION REPORT 2020
Remuneration of the Board of Directors in 2020
Kamux Corporation's Annual General Meeting resolves on the remuneration paid to the Board of Directors and the principles for the compensation of expenses annually.
The Annual General Meeting 2020 resolved on the following annual remuneration for members of the Board of Directors for the term ending after the 2021 Annual General Meeting: Chairperson of the Board
EUR 60,000, Member of the Board EUR 30,000, Chairperson of the Audit Committee EUR 5,000, and Member of the Audit Committee EUR 2,500. Of the remuneration of the Chairperson and members of the Board, the Annual General Meeting resolved to pay 40 percent in Kamux shares and 60 percent in cash. Remuneration for Audit Committee membership shall be paid in cash.
The share of annual remuneration of the members of the Board of Directors paid in
shares in May 2020 was paid in own shares held by the company. There are no special terms or conditions associated with owning the shares received as remuneration.
Until the Annual General Meeting 2020, Board members were remunerated in accordance with the resolution of the Annual General Meeting 2019: Chairperson of the Board EUR 3,000 per month and Member of the Board EUR 1,700 per month. Members of the Audit Committee were paid EUR 1,500 per year.
The remuneration was paid in cash.
Board members are not compensated separately for Board or committee meetings. Travel expenses resulting from Board meetings are reimbursed in accordance with the company's travel policy. Remuneration for the company's Board members does not include pension payments.
Members of the Board of Directors are not included in Kamux's short- or long-term incentive programs.
Kamux and Virtanen Consulting GmbH (consultancy firm under Matti Virtanen's authority) signed a consultancy agreement on 1 February 2016, under which Virtanen Consulting GmbH was paid a separate contractual fee of EUR 9,000 per month for consultancy services related to Kamux's internationalization. In 2020, Virtanen Consulting GmbH was paid EUR 45,150 based on the consultancy agreement. The contract is no longer in effect.
REMUNERATION OF THE BOARD OF DIRECTORS IN 2020
| Member | Annual and monthly remuneration in total (EUR) 1) | Shares received as annual remuneration, pcs | Shares received as annual remuneration (EUR) | Share of monetary remuneration (monthly and annual) (EUR) | Remuneration for Audit Committee membership (EUR) 2) | Total (EUR) |
|---|---|---|---|---|---|---|
| Harri Sivula | 66,800 | 3,333 | 24,024 | 42,776 | - | 66,800 |
| Reija Laaksonen | 36,800 | 1,667 | 12,016 | 24,784 | - | 36,800 |
| David Nuutinen | 36,800 | 1,667 | 12,016 | 24,784 | - | 36,800 |
| Jokke Paananen | 36,800 | 1,667 | 12,016 | 24,784 | - | 36,800 |
| Antti Mäkelä (from 21 April 2020) | 30,000 | 1,667 | 12,016 | 17,984 | - | 30,000 |
| Tuomo Vähäpassi (from 21 April 2020) | 30,000 | 1,667 | 12,016 | 17,984 | - | 30,000 |
| Matti Virtanen (until 21 April 2020) | 12,000 | - | - | 12,000 | - | 12,000 |
| Total | 249,200 | 11,668 | 84,103 | 165,097 | - | 249,200 |
1) The annual and monthly remuneration paid in 2020 includes the portion of the annual remuneration paid in shares of the company in accordance with the Annual General Meeting's resolution in 2020, as well as cash remuneration in accordance with the Annual General Meeting's resolutions in 2019 and 2020.
2) The remuneration for Audit Committee membership will be paid in spring 2021 in accordance with the resolution of the 2020 Annual General Meeting.
CEO Remuneration in 2020
The Board of Directors decides on the remuneration of Kamux's CEO and the criteria thereof. The remuneration of the CEO consists of a monthly salary, a bonus and a share-based incentive scheme. The objective of the bonus and the share-based incentive scheme is to support the realization of the company's short- and long-term objectives and to ensure that management is committed to the company.
KAMUX
ANNUAL REPORT 2020
REMUNERATION REPORT 2020
Bonus
The terms of the CEO's bonus are decided by the company's Board of Directors each year. The bonuses paid are based on achieving the personal targets and profit targets set for the financial year.
The bonus payable based on performance in 2019 can be up to 40 percent of the fixed salary for the CEO. The 2019 bonus, paid in 2020, was 19 percent of the 2019 fixed salary.
The CEO's bonus in 2020 can be up to 40 percent of the fixed salary. The bonus estimated to be paid in March 2021 is approximately 18 percent of the CEO's fixed salary in 2020.
Share-based incentive scheme
The remuneration paid to the CEO in 2020 according to the share-based incentive scheme was based on the share-based incentive program established in 2017 by Kamux's Board of Directors for Kamux's key personnel. The earning period for the scheme was the 2019 calendar year. The objective of the share-based incentive program is to align the targets of shareholders and key personnel in order to increase the long-term value of Kamux as well as to strengthen the commitment of key personnel to Kamux and offer them a competitive incentive program that is based on earning and accruing shares in the company.
The amount of gross remuneration paid pursuant to the plan for the earning period 2019 was determined by the achievement of the earning targets. According to the decision by the Board of Directors, the earning criterion applicable for the 2019 earning period was achieving the EBIT target for 2019 set by the Board of Directors. The CEO achieved the set target.
The share remuneration based on the program was paid to the CEO on 17 April 2020. The 3,929 shares paid was the net remuneration payable after deducting the cash proportion to cover the taxes for the confirmed overall remuneration. The net shares paid as remuneration will be subject to a transfer limitation during the commitment period. The commitment period began at the payment of the remuneration and ends on 31 December 2021.
During the earning period of the 2020 calendar year, the applicable earning criteria were equivalent to the 2019 earning period. The gross remuneration paid to the CEO pursuant to the plan for the earning period 2020 was determined by the achievement of targets set as the earning criteria. The applicable earning criterion was achieving the EBIT target for 2020 set by the Board of Directors. The CEO achieved the target only in part. The reward resulting from the plan will be paid to the CEO by the end of May 2021 in the company's shares unless the Board of Directors decides to pay the reward partly or fully in cash. The net shares paid as remuneration will be subject to a transfer limitation during the commitment period. The commitment period begins when the remuneration is paid and ends on 31 December 2022.
Variable remuneration, which includes the bonus and the long-term share-based incentives, is an integral part of the remuneration of Kamux's CEO. Of overall remuneration in 2020, variable remuneration constituted 25 percent and fixed salary 75 percent.
The CEO does not have a supplementary pension plan. The CEO's retirement age is determined by the statutory pension system and is 63 years under the applicable legislation.
The CEO was not paid other financial benefits in 2020.
REMUNERATION PAID TO THE CEO IN THE FINANCIAL YEAR 2020 AND PAYMENTS OUTSTANDING, EUR
| Salaries and remuneration paid | Remuneration outstanding | ||||
|---|---|---|---|---|---|
| Fixed salary 1) | Bonus paid for 2019 | Share-based incentive for 2019 | Bonus for 2020 2) | Share-based incentive for 2020 2) | Total |
| 271,533 | 42,357 | 50,206 | 40,656 | 10,771 | 415,523 |
1) Including fringe benefits and defined contribution pension costs
2) To be paid in financial year 2021
KAMUX ANNUAL REPORT 2020
KAMUX
ANNUAL REPORT 2020
HEBOARD OF DIRECTORS AND CONSOLIDATED FINANCIAL STATEMENTS 2020

KAMUX ANNUAL REPORT 2020
CONTENTS
REPORT BY THE BOARD OF DIRECTORS 2020
62
- Shares and share ownership 72
- Key performance measures 74
- Calculation of key figures and alternative performance measures 75
FINANCIAL STATEMENTS 2020
77
PRIMARY STATEMENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
78
- Consolidated statement of comprehensive income 79
- Consolidated balance sheet 80
- Consolidated statement of changes in equity 81
- Consolidated statement of cash flows 82
BASIS OF PREPARATION AND INFORMATION ON KAMUX
83
- 1.1 Basis of preparation 84
- 1.2 Short presentation of Kamux 85
KEY PERFORMANCE METRICS OF KAMUX GROUP
86
- 2.1 Results by segment 87
- 2.2 Revenue 89
- 2.3 Repair Costs 91
- 2.4 Expenses 92
- 2.5 Income taxes 94
- 2.6 Earnings per share 95
NET WORKING CAPITAL
96
- 3.1 Inventory 97
- 3.2 Trade and other receivables 98
- 3.3 Trade and other payables 99
- 3.4 Provisions and other commitments 100
CAPITAL MANAGEMENT AND NET DEBT
102
- 4.1 Capital management and net debt 103
- 4.2 Finance expenses 106
OTHER NOTES
107
- 5.1 Group structure and consolidation 108
- 5.2 Intangible assets and property, plant and equipment and lease agreements 110
- 5.3 Related party transactions 115
- 5.4 Share capital and reserves 119
- 5.5 Deferred taxes 120
- 5.6 Events after the reporting date 122
- 5.7 New and forthcoming IFRS standards 122
PARENT COMPANY FINANCIAL STATEMENTS
123
- Parent company income statement (FAS) 124
- Parent company balance sheet (FAS) 125
- Parent company cash flow statement (FAS) 126
- Accounting principles of the parent company financial statement 126
- Notes to the parent company's financial statements 127
SIGNATURES FOR THE REPORT BY THE BOARD OF DIRECTORS AND THE FINANCIAL STATEMENTS
129
AUDITOR'S REPORT
130
61
REPORT BY THE BOARD OF DIRECTORS 2020
REPORT BY THE BOARD OF DIRECTORS 2020
KAMUX'S OPERATING ENVIRONMENT
Kamux is a retail chain specializing in purchasing and selling used cars. On December 31, 2020, Kamux had 50 car showrooms in Finland, 20 in Sweden and 8 in Germany.
The overall market for used cars in Europe is approximately twice the size of new car sales, and market changes are smaller than in new car retail. People's mobility needs remain unchanged, but different mobility needs require alternatives in the car selection and power sources. Today's consumers value diverse possibilities for online interactions along with reliable and competent service.
The development of the used car market is affected by the general economic situation as well as the development of the size of the population and urbanization. There have been changes in consumer behavior and consumers' willingness to own a car in recent years. However, the sharing economy and new forms of mobility services on the used car market are not having a material role yet and the corona pandemic did not increase interest on them in year 2020. Public debate and potential political decisions concerning emissions and climate change, car and fuel taxes and safety requirements may impact the used car market development.
In 2020, the number of new cars registered in Europe was 23.7% lower than in 2019 (ACEA). In Finland, the number of first-registered passenger cars decreased by 15.6% compared to 2019 (The Finnish Information Centre of Automobile Sector), in Sweden the number of first-registered passenger cars decreased by 18.0% (Bilsweden) and in Germany, the decrease was 19.1% (Kraftfahrt-Bundesamt).
The year 2020 turned out to be completely exceptional as the corona pandemic hit Europe. Regulations, guidelines and restrictions on movement and gathering caused significant changes in the business environment during the year. We paid special attention to the safety of our personnel and customers in accordance with the guidelines given in each country. In Finland and Sweden, showrooms remained open throughout the year, but society and retail in Germany were extensively closed down both in March and in December 2020. The closure of society and retail in Germany also continued at the beginning of 2021.
Finland
Kamux's operating environment in Finland was cyclical in 2020. The spring was characterized by the lockdown of Uusimaa and restrictions on movement and gathering, affecting people's shopping behavior and mobility. The situation temporarily normalized during the summer, until the number of new infections increased again in the autumn and stricter restrictions and recommendations were put in place. As a result of the corona pandemic, there was actually oversupply on the used car market in the spring. However, the situation turned to a shortage of used cars at the beginning of summer, as new car sales plunged and used cars did not enter the market. Public discussion continued during the year concerning climate goals, traffic emissions, car and fuel tax and alternative power sources.
Despite the unforeseeable operating environment, we strengthened our foothold as market leader in Finnish used car retail. We estimate that Kamux's market share in Finland at the end of the year was approximately eight percent. The market grew slightly from the year 2019.
Combustion engine cars continue to be dominant in Finland. In 2020, approximately 61 percent of first-time registered passenger cars were powered by petrol or diesel. In alternative power sources, rechargeable hybrid cars were the most popular amongst first-time registered passenger cars. The share of gas and electric-powered cars remained small, although it was increasing, as was the share of all alternative power sources. However, Finland's car stock changes slowly, and the share of petrol and diesel cars of the entire car stock was approximately 95 percent. Finland's passenger car stock grew from the previous year and continued to age. (Traficom, the Finnish Information Center of Automobile Sector).
Sweden
In Sweden, the government did not set restrictions affecting showroom operations, but the uncertainty in society caused by the pandemic was reflected in people's shopping behavior and consumer retail in Sweden as well. The pandemic had a significant effect on new car retail. The active export of used cars from Sweden continued, supported by the weak exchange rate of the Swedish krona.
In accordance with the bonus-malus scheme introduced in Sweden in 2018, the taxation of high-emission cars will continue to increase, and tax reliefs will be directed at cars with low calculated emissions. The share of electric and natural gas cars continues to increase, and especially the share of plug-in hybrids of all first-time registered cars grew significantly in 2020. In 2020, petrol and diesel cars constituted approximately 60% of first-time registrations (Trafikanalys).
Used car retail showed clear signs of the largest players wanting to grow their market position by using the exceptional operating environment. Kamux fared well in this competition, and the company estimates that it strengthened its
KAMUX ANNUAL REPORT 2020
REPORT BY THE BOARD OF DIRECTORS 2020
foothold in the market during 2020 among the ten biggest used car retailers in Sweden. Our market share, however, is still less than one percent of the entire used car market. The used car market grew from 2019.
Germany
Of Kamux's operating countries, Germany introduced the strictest restrictions to curb the spread of the corona pandemic. Extensive measures at the societal level meant strict restrictions on individuals' gathering and mobility as well as on the operation of brick-and-mortar stores at the end of the first quarter and again in December. The restrictive measures caused uncertainty in consumers, and purchase decisions were postponed especially during the spring.
The pandemic practically halted the production of new cars in Germany, and new car sales in the country plunged. The challenges of new car retail did not directly affect Kamux's operations, however. The German market is large, and Kamux is a relatively small player whose business is not affected as much by market fluctuations.
According to statistics by Kraftfahrt-Bundesamt, the number of first-time registered cars in Germany declined and was 2.9 million in 2020. Petrol and diesel cars constituted approximately 75 percent of first-time registrations. The used car market declined from 2019.
GROUP REVENUE AND PROFIT IN 2020
Revenue increased by 10.0% compared to the previous year and amounted to EUR 724.1 million (1-12/2019: 658.5). The increase in revenue was driven by the opening of new showrooms. The number of cars sold by Kamux in Finland, Sweden and Germany amounted to 60,657 (55,432). In connection with the sale of used cars Kamux offers its customers commission-based services such as insurance and financing services, and a liability extension, Kamux Plus, that
supplements the seller's statutory liability. Kamux's integrated services revenue was EUR 37.1 million (32.9).
The adjusted operating profit increased by 20.8% and amounted to EUR 30.7 million (25.4), or 4.2% (3.9) of revenue. The adjustment items to the operating profit totaled EUR -0.5 million (0.1) for 2020. The adjustment items include EUR 0.5 million income from tax refunds related to taxes from previous financial years.
Kamux's operating profit increased by 23.1% as compared to the previous year, amounting to EUR 31.2 million (25.3).
Net financial items were EUR -2.7 million (-1.0). Net financial costs increased due to strong growth in car purchases from Sweden and rapid strengthening of Swedish krona against euro towards the end of the financial year.
The result before taxes amounted to EUR 28.5 million (24.4). Taxes amounted to EUR 5.2 million (5.3). The effective tax rate for the financial year is 18% (22%). At the end of the financial year a deferred tax asset EUR 0.8 million was recognized from the Swedish business and that decreased the income tax for the financial year. Profit for the year amounted to EUR 23.3 million (19.0).
The basic earnings per share amounted to EUR 0.58 (0.48).
SEGMENTS
Finland 2020
Revenue increased by 4.3% compared to the previous year, amounting to EUR 512.1 million (490.9). The number of cars sold during 2020 increased by 2,031, or 4.7% compared to the previous year, amounting to 45,435 (43,404). The growth was based on the sales of new showrooms. Integrated services revenue increased to EUR 31.4 million (28.4) during 2020, or 6.1% of revenue (5.8). Operating profit increased by 19.0% compared to the previous year, amounting to EUR 34.9 million (29.4), or 6.8% of the revenue (6.0). Finland's operating profit was impacted by a
EUR 0.9 million refund related to previous financial years' taxes that was recognized as credit in other operating expenses in the second quarter.
In January 2020, Kamux opened new showrooms in Espoo Niittykumpu and in Tornio.
The restrictions related to the corona pandemic could be seen especially in March and April in people's mobility, behavior and purchasing power. In the summer, the situation returned partially to normal, but the second wave of the pandemic began in August-September, and escalated towards the end of the year. The number of coronavirus infections in Finland grew in October-December, and our showrooms had to resort to different substitute arrangements due to quarantines.
Sweden 2020
Total revenue increased by 35.9% compared to the previous year, amounting to EUR 215.5 million (158.5). External revenue increased by 26.4%, amounting to EUR 148.5 million (117.5). The number of cars sold during 2020 increased by 2,222 or 26.9%, and amounted to 10,485 (8,263). The growth was driven by the sales of new showrooms as well as the sales growth of like-for-like showrooms.
Integrated services revenue increased to EUR 3.7 million (2.8), or 2.5% (2.4) of the external revenue. Operating profit increased compared to the previous year, amounting to EUR 2.4 million (1.3), or 1.1% of the total revenue (0.8).
In May-June 2020, Kamux opened new showrooms in Stockholm, Sundsvall and Värmdö.
In Sweden, the corona pandemic reflected in consumer behavior and thus, in growth and profitability, especially in the second quarter. In autumn after the summer's relatively calm situation, the number of infections started to rise rapidly towards the end of the year having an effect on people's mobility and shopping behavior.
KAMUX ANNUAL REPORT 2020
REPORT BY THE BOARD OF DIRECTORS 2020
Staff quarantines required special arrangements in Kamux's showrooms during the year.
Germany 2020
Total revenue increased by 28.4% compared to the previous year, amounting to EUR 67.0 million (52.2). External revenue increased by 26.4%, amounting to EUR 63.4 million (50.1). The number of cars sold during 2020 increased by 972 or 25.8% compared to the previous year, amounting to 4,737 (3,765). The growth was based on the sales of new showrooms.
Integrated services revenue increased to EUR 2.0 million (1.7), or 3.2% (3.5) of the external revenue. Operating loss of Germany segment increased compared to the previous year, amounting to EUR -1.5 million (-1.0), or -2.3% of the total revenue (-2.0).
In April 2020, Kamux opened new showroom in Kaltenkirchen and in September in Lübeck.
Germany was under an extensive lockdown in the spring. During summer, restrictions were lighter. The second wave of the pandemic caused an increase in the number of infections in the autumn, and on December 16, the German government again initiated large-scale lockdown measures on society and retail, resulting in Kamux closing its showrooms as well.
CONSOLIDATED BALANCE SHEET AND FINANCIAL POSITION
The group's consolidated balance sheet total amounted to EUR 191.3 million as of December 31, 2020 (181.5), of which total equity amounted to EUR 95.7 million (81.7). The amount of net debt was EUR 53.5 million (38.5). Non-current bank loans amounted to EUR 14.9 million (16.5). The balance sheet of the company is strong, allowing business growth in line with our strategy.
On March 31, 2020 Kamux renewed the five-year credit facility agreement of EUR 40 million with Nordea Bank Corporation. The renewed credit facility agreement includes a five-year term loan of EUR 18 million and a five-year revolving credit facility of EUR 22 million. In addition to the revolving credit facility, Kamux has a lease guarantee facility of EUR 0.4 million. At the end of the reporting period, EUR 16.9 million of the term-loan was taken into use. In March, EUR 10.0 million of the revolving credit facility was taken into use as a precautionary measure related to the corona pandemic and it was paid back fully in December. The term loan is currently repaid in bi-annual instalments of EUR 1.0 million. The renewed credit facility agreement strengthens Kamux's financial position and decreases financing costs.
Net working capital amounted to EUR 79.3 million as of December 31, 2020 (55.3). Value of inventory amounted to EUR 93.6 million (70.2).
Kamux's cash flow from operating activities during year 2020 amounted to EUR 10.2 million (33.3). Cash and cash equivalents at the end of the period amounted to EUR 11.2 million (27.6).
Equity ratio at the end of the year 2020 was 50.1% (41.5). Return on capital employed (ROI) was 16.9% (16.7) and return on equity (ROE) was 26.3% (25.3).
CAPITAL EXPENDITURE, RESEARCH AND DEVELOPMENT
Kamux seeks to gain a significant competitive advantage by investing in leading with knowledge as well as digital customer and business processes.
Kamux's capital expenditure for 2020 amounted to EUR 4.9 million (2.7). The capital expenditure consisted mainly of IT systems, Autosilta business acquisition and ordinary maintenance in the showrooms. The company financed these capital expenditure with its existing cash and cash equivalents as well as cash flow from operations.
Kamux's research and development costs are mainly related to further development of the company's retail concept and improvement of its business processes.
CHANGES IN THE GROUP STRUCTURE IN 2020
In January 2020, Kamux Suomi Oy, a subsidiary of Kamux Corporation, acquired the Autosilta car retail business from Jagro Oy. On January 10, 2020 Kamux opened a new showroom in Espoo Niittykumpu in the former premises of Autosilta.
BOARD OF DIRECTORS
Kamux's Board of Directors consisted of the following members at the beginning of 2020: Mr. Matti Virtanen, Ms. Reija Laaksonen, Mr. David Nuutinen, Mr. Jokke Paananen and Mr. Harri Sivula.
On April 21, 2020 The Annual General Meeting confirmed that the Board of Directors will consist of six members and Mr. Harri Sivula, Ms. Reija Laaksonen, Mr. David Nuutinen, Mr. Jokke Paananen were re-elected as members of the Board of Directors and Mr. Antti Mäkelä and Mr. Tuomo Vähäpassi were elected as new members of the Board of Directors. The Annual General Meeting elected Mr. Harri Sivula as the Chairman of the Board and Mr. David Nuutinen as the Vice Chairman of the Board.
AUDIT COMMITTEE
Kamux's Audit Committee consisted of the following members at the beginning of 2020: Mr. Harri Sivula (Chairman), Ms. Reija Laaksonen and Mr. David Nuutinen. In its constitutive meeting convening after the Annual General Meeting on April 21, 2020, the Board of Directors decided to appoint Mr. David Nuutinen (Chairman), Ms. Reija Laaksonen and Mr. Antti Mäkelä as the members of the Audit Committee.
KAMUX ANNUAL REPORT 2020
REPORT BY THE BOARD OF DIRECTORS 2020
KAMUX'S SHAREHOLDERS' NOMINATION BOARD
Kamux's Shareholders' Nomination Board was established on September 30, 2020, according to the resolution of the Annual General Meeting. The following members were nominated to Kamux's Shareholders' Nomination Board: Mr. Terho Kalliokoski (Chairperson of the Nomination Board), Mr. Jan Lehtinen, Mr. Esko Torsti and Mr. Harri Sivula.
MANAGEMENT TEAM
Kamux Management Team consisted of the following members in the beginning of 2020: CEO Juha Kalliokoski, CFO Marko Lehtonen, Country Director Finland Tommi Iiskonmäki, Chief Digital Officer (CDO) Mikko-Heikki Inkeroinen, Chief People Officer (CPO) Olli Kilpi, Director of Communications Satu Otala, Purchasing Director Tero Törmänen, Director of Business Development Vesa Uotila and Director of International Business Ilkka Virtanen.
Mr. Olli Kilpi resigned to take up new responsibilities outside the company and he continued in his position until May 22, 2020.
MANAGEMENT HOLDINGS
Holdings of the Board of Directors, CEO and Management Team of the Company's outstanding shares as of December 31, 2020 were as follows:
| Ownership | |
|---|---|
| Members of the Board of Directors | 0.3 % |
| CEO | 15.3 % |
| Other Management Team | 0.4 % |
PERSONNEL
Kamux's number of employees on December 31, 2020 was 1,176 (934), including all active full-time and part-time employees. The number of personnel in the Group converted to full-time equivalent (FTE) employees was 713 (595).
The Group's total number of personnel grew by 118 FTEs during the year. The growth in the number of personnel is due to the opening of new showrooms in Finland, Sweden and Germany, as well as the increase of staff in existing showrooms and head-office.
| 2020 | 2019 | |
|---|---|---|
| Employees December 31 | 1,176 | 934 |
| FTE employees on average | 713 | 595 |
| Wages and salaries (EUR million) | 32.2 | 28.0 |
The average number of FTE employees was divided by country as follows:
| 2020 | 2019 | |
|---|---|---|
| Finland | 492 | 425 |
| Sweden | 154 | 123 |
| Germany | 67 | 47 |
STATEMENT OF NON-FINANCIAL INFORMATION
Operating model and value creation
Kamux's operating model is focused on used car retail. The cornerstones of the company's omnichannel business model are professional sourcing and sales, rapid inventory turnover, low fixed costs and integrated services. Our vision is to be the number one retail chain specializing in used car sales in Europe.
The used car market is large and fragmented, which combined with the company's business model offers attractive growth potential. The core of our growth strategy comprises continuous profitable growth, excellent customer experience and skilled personnel.
Kamux's strong and profitable growth enables value creation for different stakeholders and for society as a whole. Our most significant impacts concern societal value creation and impacts, such as supporting mobility and societal infrastructure and renewing Finland's car fleet. Economic and social impacts are seen, for example, in tax payments and employment around Finland. Kamux financial targets for years 2019-2022 includes distribution of dividends of at least 30 percent of net profits.
Our ways of working
Sustainable ways of working are central for the company's business, its development and the relations between Kamux and its stakeholders. Kamux complies with the laws, rules and regulations in force in each of its operating countries. Taxes and other payments are carried out in accordance with local legislation.
Responsibility, ethics, honesty and equality are a part of Kamux employees' everyday actions. Kamux's values are teamwork, joy and drive; freedom and accountability; happy customers; profitable business and responsibility.
In 2020, we revised the topics related to our three responsibility themes. The themes themselves remained the same: sensible choices, worth the trust, and enthusiasm for work. Each theme includes the topics deemed material as well as related goals and performance metrics. The responsibility themes are based on a materiality analysis conducted in 2019. For the materiality analysis, we used our customers' feedback and questions as the stakeholder viewpoint, as well as interviews with analysts and investors and the information gathered from employee surveys. Kamux's key stakeholders include our customers, personnel, owners, partners, authorities and decision-makers as well as the car industry. In terms of the topics, we increased emphasis on the customer perspective. Transparency, i.e. reliable information on cars, is material to us and our customers. In terms of personnel, career possibilities and skills development are strongly on our agenda.
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The figures presented in this statement of non-financial information cover the material topics in question. We will continue and develop monitoring and data collection in the coming years. We are also committed to promoting the UN Sustainable Development Goals in our operations.
Code of Conduct and policies
Kamux wants to be a car retail forerunner in building a culture of trust and openness. The company's operations, management and governance are on all markets based on Kamux's Code of Conduct, good governance and careful compliance with current requirements.
Kamux also expects all suppliers of cars, services or goods to comply with the Code of Conduct. The principles are included in the company's procurement policy. Other key policies and principles include, for example, the diversity policy approved by Kamux's Board of Directors.
Corporate responsibility risk management
Risks related to corporate responsibility are identified and managed as a part of Kamux's comprehensive risk management work. In addition, responsibility topics, including the related risks, are discussed in every Management Team meeting, and they form a part of the Board of Directors' reporting package.
The company has an anonymous whistle blowing channel for reporting any possible actions violating the Code of Conduct, possible misconduct or suspicions of misconduct. There is also a general feedback email available on the company's website. In 2020, we did not receive any whistle blowing notifications.
Environmental matters
Sensible choices
Kamux supports the national energy and climate strategy and emissions reduction targets. We want many people to have a possibility to buy a newer, lower emission vehicle. As the CO_{2} emissions of the car manufacturing industry are high, existing vehicles should be used in a sensible way to the end of their life-cycle and the remaining materials reused within the circular economy. Kamux's operations are based on recycling and they are part of a circular economy where non-renewable natural resources are saved through repairs, reusing and recycling. In 2020, we carried out maintenance and repair measures and equipment upgrades to 56 percent of the cars sold so that the cars will remain usable for the extent of their reasonable life-cycle.
We renew Finland's car stock by importing newer cars with lower CO_{2} emissions compared to those currently used on Finnish roads on average. The average age of the cars imported by Kamux was 4.3 years in 2020, compared to the average age of approximately 12.5 years of passenger cars used in Finnish transportation in 2020, reported by the Finnish Information Centre of Automobile Sector.
In 2020, the CO_{2} emissions of Kamux's imported cars were on average 130.7 g/km (NEDC). The average CO2 emissions for passenger cars used in Finnish transportation were 153.5 g/km (NEDC) at the end of 2020. 29% of the cars we imported into Finland in 2020 were running on alternative power sources, including hybrids, electric, natural gas or ethanol cars, and they accounted for about 8% of all the cars we sold in Finland.
By investing in leading with knowledge, we aim to combine supply and demand. Thus, we can place the cars in our showrooms in a way that minimizes transferring them. Service, repair and cleaning are also done by local partners. We have instructed our personnel on driving in an economical and environmentally friendly way. The cars are fueled with only the necessary amount of fuel. Kamux's fuel consumption in 2020 was 29 liters per car sold.
We use recycled spare parts of high quality when possible. We minimize the amount of waste and recycle the waste we produce. In 2020, the amount of waste totaled 25.86 tons. The waste recovery rate was 95% and the recycling rate was 12%. This information covers 45 out of 50 showrooms in Finland. We restrain energy consumption in showrooms, focusing particularly on properties where we can directly influence the used energy solutions.
Social matters
Excellent customer experience
Kamux wants to offer the best customer experience in used car retail. The goal is for our customer interactions to be smooth, transparent and encourage recommendations. Kamux has set the customer satisfaction target level at 4.5/5. We achieved from all our markets an overall score of 4.3/5 (4.3/5). Customer satisfaction remained at the previous years level.
We aim to be the forerunner of car retail by being reliable, open and transparent. In every situation, we aim to offer customers detailed and reliable information on the cars for sale. By offering as detailed and transparent information as possible about the cars of interest to the customer, we aim to minimize post-sale disagreements and dispute cases requiring rectification. Our proposed solutions to customers are based on the life-cycle model and adhere to the recommendations and guidelines of local consumer authorities.
Due to the corona pandemic, we paid special attention to hygiene in showrooms and disinfected cars in connection with test drives to ensure the safety of our personnel and customers.
Partners
Kamux has approximately 5,000 local maintenance, repair and cleaning partners, including car purchase channels and partners. Our partners employ people in different parts of
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the country in all Kamux's operating countries. We build close partnerships that are based on compliance with our Code of Conduct.
Personnel
Enthusiasm for work
An enthusiastic, committed and skilled personnel is the cornerstone of Kamux's operations. Kamux is a fair workplace that ensures employee engagement by providing career paths, training and a motivating reward system. In 2020, 50 Kamux employees switched from one role to another within the organization.
We did not temporarily lay off or discharge any employees due to the corona pandemic, an exception being the lockdown arrangements in Germany ordered by the government. Despite the pandemic, we recruited more personnel, and especially our sales organization grew as new showrooms were opened in Finland, Sweden and Germany. The average number of personnel working for us converted to full-time equivalent (FTE) employees was 713 (595) in 2020, an increase of 19.8 percent from the previous year. Results of the work satisfaction and well-being survey conducted in 2020 were 3.88 in Finland, 3.93 in Sweden and 3.78 in Germany.
The health percentage of our personnel was 53, which means that over half of our employees were not absent from work due to sickness during the year. We aim at zero accidents leading to absence from work. During 2020, a total of 8 (14) accidents occurred that led to absence from work, but there were no serious work-related accidents.
In 2020, we made more systematic efforts especially in monitoring the working capacity and resources of our personnel. On account of the corona pandemic, we reorganized the personnel's shifts and took country-specific recommendations and restrictions into account. In 2020, we continued
the systematic training of sales personnel and supervisors and adopted new approaches. Face-to-face trainings were held with consideration for safety, with additional trainings arranged with the help of an online portal and video connections. Training themes included, among others, customer encounters, feedback, and team leadership.
Diversity, equality and non-discrimination
Kamux is a responsible employer and aims to treat all employees equally, respecting their privacy, religious freedom as well as freedom of association and collective bargaining. In 2020, Kamux employees served their customers in 28 different languages. Converted to full-time equivalent employees, we employed 713 (595) people on average during 2020, of which 91 percent were male (91) and 9 percent were female (9). In 2020, our youngest employees were 15-year-old summer workers, and our oldest employees were 82-year-old car couriers. Among all employees, those under 25 accounted for about 26% and those over 55 for about 29%.
Kamux's diversity policy promotes balanced gender diversity when electing Board members and includes Board members having skills and experience in different business areas that complement each other and support the company's core functions. The diversity of the Board of Directors is supported by the diverse professional and educational background of members as well as consideration for the age distribution. The diversity goals defined in Kamux's diversity policy are evaluated to be adequately realized in 2020.
Human rights and preventing corruption and bribery
Kamux operates in accordance with the United Nations' Universal Declaration of Human Rights and the employees' rights defined by the International Labor Organization (ILO).
Respecting human rights highlights equality as an employer, a safe working environment, equal opportunities to develop as a car sales professional as well as diversity of management. Kamux does not tolerate human rights violations in any form. The company has zero tolerance for corruption and bribery. The awareness and readiness of personnel are developed through trainings and internal guidelines.
RISK MANAGEMENT
The aim of risk management is to ensure the keeping of customer promises, profit development, the ability to pay dividends, shareholder value, responsible operating practices and the continuity of business. Kamux has harmonized and efficient methods to identify, assess and manage risks and their consequences. Kamux complies with the internal control and risk management principles approved by the company's Board of Directors.
Risk management is a systematic activity, the purpose of which is to guarantee comprehensive and appropriate identification, assessment, management and monitoring of risks. It is an essential part of Kamux's planning and management process, decision-making, daily leadership, operations and supervision and reporting procedures. Risks are assessed and managed in a business-oriented fashion and comprehensively. This means that the key risks are identified, assessed, managed, monitored and reported on systematically as part of the business.
Kamux only takes conscious and calculated risks in expanding its business, strengthening its market position and creating new business. In assessing the risks, the company takes into account not only economic aspects but also the impact on people, the environment and reputation. Kamux creates a safe working environment for employees and minimizes the potential for crime or misconduct. The company secures business-critical operations and the
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resources needed to ensure continuity. Kamux prepares for the realization of risks, for example, by maintaining adequate insurance coverage and information security.
The Group's CEO and other members of the Management Team each have their own responsibility areas. The Management Team regularly reports to the Board on risks and risk management actions. The Board reviews most significant risks, measures to manage them, and assesses the effectiveness of risk management. The CFO is responsible for the coordination of risk management. Kamux has created common operating principles in its Code of Conduct, which is available in Finnish, Swedish, German and English. The Code of Conduct is one part of pre-emptive risk management.
Kamux considers its most significant risks to be:
Economic risks and general competitive situation
General economic conditions may have an adverse effect on the used car retail market in which Kamux operates. The risk is managed by closely monitoring the general economic development and its impact on Kamux's business. Other risks related to the economy include interest rate, financing and tax risks, which are monitored and mitigated as described in the Group's Treasury Policy.
The used car retail market is highly fragmented, and Kamux's competitors range from large nationwide brand dealerships to private individuals in all of its geographical markets. Kamux responds to tightening competition through continuous competitive situation assessment and development of the Kamux concept.
Kamux offers its customers third-party financing products, which are significant for Kamux's profit-making ability. Potential considerable changes in credit granting by financial institutions, interest rates offered to customers or the financial situation of an individual financial institution may impact the supply and competitiveness
of financing products in the market. Kamux closely monitors the development of customer funding in the market and cooperates with several leading financial institutions in different markets.
Changes or expected changes in car taxes also affect the demand for used cars, especially in Finland, where car taxes form a significant part of the car's price. Political debate or political decisions about possible emission limitations and bans, car- or fuel taxes and increased safety requirements may, if implemented, affect the development of the used car market.
The lively public debate on the alternative power sources of vehicles has continued in 2020. Kamux's offering also includes alternative power sources and their share of imported cars in particular has been considerable. Quick changes in the attractiveness and pricing of different power sources may impact the market prices of used cars. Kamux operationally manages the risk related to inventory valuation by paying continuous attention to sufficiently fast inventory turnover and by monitoring industry trends regarding power sources.
The global corona pandemic and the restrictions and regulations related to it have caused significant changes to Kamux's operating environment. The exceptional circumstances widely impact people's lives, health, mobility, financial situation and the business of companies. There are many uncertainties related to the situation and the spread, new waves or duration of the pandemic that have already impacted Kamux's business, financial position and results of operations negatively and might continue to do so in the future as well.
Reputation risk
Kamux's brand and reputation among customers and other stakeholders are important factors of success. Kamux
works to minimize reputation risk by monitoring the development of customer satisfaction, maintaining high customer service levels and operating in a responsible way.
Personnel risk
Skilled employees deliver Kamux's performance. Kamux's human resource strategy identifies employees as the most important resource of the Group, and employees are instrumental in achieving set business goals. Managing personnel growth has been identified as a risk. Personnel risk is minimized through a systematic recruitment process, tracking and developing employee satisfaction and well-being, training and a rewarding incentive system.
Failures in IT systems and processing of customer confidential information
Kamux's IT systems are especially important and cover all key business areas such as customer information, inventory monitoring, logistics, human resources, finance and other administrative systems. Kamux collects, processes and retains confidential customer information in connection with its normal business. The business premises and systems of Kamux and its external service providers may be exposed to risks related to unauthorized use, misuse, employee mistakes or misconduct, computer viruses, hacker attacks or other similar threats. Kamux aims to prevent failures by means defined in its information security strategy.
DECISIONS OF THE ANNUAL GENERAL MEETING AND THE CONSTITUTIVE MEETING OF THE BOARD OF DIRECTORS AND AUTHORIZATIONS
Decisions of the Annual General Meeting
Kamux Corporation's Annual General Meeting was held on Tuesday, April 21, 2020 in exceptional circumstances caused by the corona pandemic, observing the participant
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restrictions set by the authorities. Shareholders were offered the possibility to use their voting rights through a power of attorney service and to follow the meeting as a live video stream. The Meeting approved the Financial Statements and discharged the members of the Board of Directors and CEO from liability for the year of 2019. Further, The Annual General Meeting approved the Remuneration Policy for the Governing Bodies. The Board of Directors' proposal for a dividend of EUR 0.23 per share was approved. The dividend was paid in two instalments. The record date for the first dividend instalment was April 23, 2020 and the dividend was paid on April 30, 2020. The Annual General Meeting authorized the Board of Directors to decide on the payment or the cancellation of the payment of the second dividend instalment.
On August 13, 2020, the Board of Directors of Kamux Corporation decided on the payment of the second dividend instalment of EUR 0.11 per share, based on the decision of the Annual General Meeting on April 21, 2020. The record date for the second dividend instalment was October 23, 2020 and the dividend was paid on October 30, 2020.
The Annual General Meeting confirmed that the Board of Directors will consist of six members and Mr. Harri Sivula, Ms. Reija Laaksonen, Mr. David Nuutinen, Mr. Jokke Paananen were re-elected as members of the Board of Directors and Mr. Antti Mäkelä and Mr. Tuomo Vähäpassi were elected as new members of the Board of Directors. The Annual General Meeting elected Mr. Harri Sivula as the Chairman of the Board and Mr. David Nuutinen as the Vice Chairman of the Board.
The Annual General Meeting resolved that an annual compensation of EUR 60,000 be paid to the Chairman of the Board and EUR 30,000 to the Board Members, and an additional compensation of EUR 5,000 per year to the Chairman of the Audit Committee and EUR 2,500 to each member of the Audit Committee. Travel expenses will be reimbursed in accordance with the Company's travel policy.
Authorized Public Accountant Pricewaterhouse-Coopers Oy was re-elected as the company's auditor. The remuneration of the auditor will be paid according to the invoice as accepted by the Company. Pricewaterhouse-Coopers Oy has informed that Authorized Public Accountant Mr. Janne Rajalahti will act as the principal auditor.
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. 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, including the previously given authorization that has been given for the Company's share-based incentive schemes and would have ended on April 26, 2021. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2021.
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 approximately 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 authorization includes the Board's right to resolve on a directed repurchase or the acceptance of 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 or redeem 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% of all shares. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2021. 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.
ESTABLISHMENT OF A SHAREHOLDERS' NOMINATION BOARD
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors to establish a Shareholders' Nomination Board and to approve the Rules of Procedure for the Shareholders' Nomination Board.
Kamux's Shareholders' Nomination Board was established on September 30, 2020, according to the resolution of the Annual General Meeting. The purpose of the Shareholders' Nomination Board is to annually prepare and present to the Annual General Meeting, and
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to Extraordinary General Meeting when necessary, the proposals for the composition of the Board of Directors (the amount of members and the persons) and for the renumeration in accordance with the Renumeration Policy for the Governing Bodies. In addition, the Nomination Board's duty is to look for successor candidates for the Board Members and to prepare the Board of Directors' principles regarding diversity. The Nomination Board consists of four members. The right to appoint members representing the shareholders belongs to the three shareholders, whose proportions of the votes of all shares of the Company are the largest, according to the shareholder register on the first business day of September preceding the Annual General Meeting. In addition, the Chairperson of the Board of Directors is a member of the Nomination Board. The following members have been nominated to Kamux's Shareholders' Nomination Board: Terho Kalliokoski, representing shareholders Juha Kalliokoski and Callardo Capital Oy (Chairperson of the Nomination Board), Jan Lehtinen, representing shareholder Elo Mutual Pension Insurance Company, Esko Torsti, representing shareholder Ilmarinen Mutual Pension Insurance Company, and Harri Sivula, Chairperson of the Board of Kamux Corporation.
Decisions of the Constitutive Meeting of the Board of Directors
In its constitutive meeting convening after the Annual General Meeting on April 21, 2020, the Board of Directors decided to appoint Mr. David Nuutinen (Chairman), Ms. Reija Laaksonen and Mr. Antti Mäkelä as the members of the Audit Committee.
The Board assessed the independence of the directors in accordance with the Finnish Corporate Governance Code. It was concluded that Mr. Harri Sivula, Ms. Reija Laaksonen,
Mr. Antti Mäkelä, Mr. David Nuutinen and Mr. Tuomo Vähäpassi are independent from the company and its significant shareholders, and Mr. Jokke Paananen is independent from the company.
SHARE-BASED INCENTIVE SCHEME
On January 16, 2020, the Board of Directors of Kamux Corporation decided to approve the detailed terms and conditions of the share-based incentive scheme for the Group's key personnel for 2020. The incentive scheme approved for 2019 is the third scheme approved on the basis of the decision made by the Board of Directors on April 27, 2017 to establish an incentive scheme. The general terms and conditions of the scheme were described and published in a separate stock exchange release on January 16, 2020. In April 2020, the company issued a total of 40,729 new shares in a share issue without consideration directed to the key personnel of the Kamux Group for the payment of share-based incentive scheme of 2019. In the Note 5.3 to the consolidated financial statements are disclosed information about the share-based incentive scheme.
TREASURY SHARES
In March, the company acquired a total of 82,360 treasury shares for the payment of the share-based incentive scheme of the company. In April 2020, the company issued a total of 40,729 shares held by the company to the key personnel of the Kamux Group for the payment of the share-based incentive scheme of 2019. In May, the company transferred to the Members of the Board of Directors a total of 11,668 shares held by the company as a part of the annual compensation. In 2020, a total of 2,445 shares in June, 1,231 shares in October and 7,745 shares in November were returned to the company without consideration due to the termination of employment of persons covered by
the scheme. At the end of the review period, the company held 43,707 treasury shares, representing 0.11% of all shares.
FLAGGING NOTICES
During year 2020, the company received notices of changes in shareholdings pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act as follows:
On June 24, 2020, Intera Fund II Ky announced that the total holdings of shares and voting rights of Intera Fund II Ky in Kamux Corporation has fallen below the 15 percent flagging threshold.
On September 9, 2020, Intera Fund II Ky announced that the total holdings of shares and voting rights of Intera Fund II Ky in Kamux Corporation has fallen below the 5 percent flagging threshold.
PROPOSAL OF THE BOARD OF DIRECTORS FOR DISTRIBUTION OF PROFIT
On December 31, 2020 Kamux Corporation's distributable earnings totaled EUR 91,390,147.79 of which profit for the year was EUR 20,313,140.18. The Board of Directors proposes a dividend of EUR 0.24 per share to be distributed for the year 2020 and that the other distributable earnings be held in unrestricted equity (for the year 2019 a dividend of EUR 0.23 per share was distributed).
The Board proposes that the dividend for the financial year 2020 will be paid in two instalments. The first dividend instalment, EUR 0.11 per share, is to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the first dividend instalment payment record date of April 23, 2021. The Board proposes that the first dividend instalment pay date be April 30, 2021. The second dividend instalment is to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the second
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dividend instalment payment record date of October 22, 2021. The Board proposes that the second dividend instalment pay date be October 29, 2021. The Board proposes that it be authorized to decide, if necessary, on a new dividend payment record date and pay date for the second instalment if the rules and statutes of the Finnish book-entry system change or otherwise so require.
EVENTS AFTER THE FINANCIAL YEAR
On January 5, 2021 Kamux announced that the Tampere Lielahti showroom will relocate to new premises.
On January 12, 2021 Kamux announced the opening of a mega store in Gothenburg.
On January 20, 2021 Kamux announced, that Germany extends lock-down and Kamux's car sales continues solely online.
On February 3, 2021 Marjo Nurmi (Master of Health Science, b. 1975) was appointed as Chief People Officer and as Member of the Management Team of Kamux Corporation.
On February 26, 2021 published its strategy for the period 2021-2023.
On February 26, 2021 the Board of Directors of Kamux Corporation decided to approve the new long-term incentive plan for the Group's key persons for 2021-2023.
ESTIMATE OF FUTURE DEVELOPMENT
In connection with the updated strategy published on February 26, 2021, Kamux published its medium-term financial targets for the years 2021-2023. The company's medium-term financial targets are to increase revenue by over 20% annually, to increase adjusted operating profit annually, and to reach an adjusted operating profit margin of over 3.5% and a return on equity (ROE) of over 25%. Additionally, the company's target is to distribute dividends of at least 25% of net profits.
The Board of Directors of the Company estimates annually the balance between dividends to be distributed and funds to be used for Kamux's growth and based on this assessment, makes a proposal on the amount of dividends to be distributed, which may for any single year differ significantly from the target level set in the dividend policy.
Outlook for the year 2021
In 2021, Kamux expects its revenue to reach EUR 800–850 million and adjusted operating profit to increase from the previous year.
Previous targets
The company's previous medium-term annual financial targets for 2019–2022 were to increase revenue by over 10% and to reach an operating profit margin of at least 4% as well as a dividend payout of at least 30% of the profit for the financial year.
The global corona pandemic and the restrictions and regulations related to it caused significant changes to Kamux's operating environment during 2020. The company published a stock exchange release on March 20, 2020, informing that it is not likely that Kamux will reach its medium-term targets in 2020. No changes were made to the medium-term targets set by the Board of Directors.
Kamux specified its outlook for 2020 in a stock exchange release published on December 16, 2020: according to the best estimate of that time, the company estimated to reach the 2020 medium-term target of operating profit margin and to reach or get close to the revenue growth target.
Hämeenlinna February 25, 2021
Kamux Corporation
Board of Directors
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SHARES AND SHARE OWNERSHIP
SHARE
Kamux Corporation's share capital at the end of the financial year was EUR 80,000 and the number of shares was 40,017,420. The company has one class of shares and each share has one vote at the company's general meeting. In March, the company acquired a total of 82,360 treasury shares for the payment of the share-based incentive scheme of the company. In April 2020, the company issued a total of 40,729 shares held by the company to the key personnel of the Kamux Group for the payment of the share-based incentive scheme of 2019. In May, the company transferred to the Members of the Board of Directors a total of 11,668 shares held by the company as a part of the annual compensation. In 2020, a total of 2,445 shares in June, 1,231 shares in October and 7,745 shares in November were returned to the company without consideration due to the termination of employment of persons covered by the scheme. At the end of the financial year, the company held 43,707 treasury shares, representing 0.11% of all shares.
During the financial year, a total of 33,287,962 Kamux shares (14,710,255) were traded on the Nasdaq Helsinki marketplace. The highest trading price for the financial year was EUR 13.76 (7.62) and the lowest EUR 5.14 (4.50). The closing price of the share on the last trading day on December 30, 2020 was EUR 13.60 (7.40). The trade volume weighted average price of the Kamux share during the year was EUR 8.97 (6.14). The market value of the share capital without treasury shares was EUR 543.6 million (296.1) at the end of the year. The trading symbol on the Nasdaq Helsinki main market is KAMUX, and Kamux is classified as a medium-sized company in the Retail sector.
SHAREHOLDERS AND FLAGGING
At the end of 2020, the number of registered shareholders was 13,930 (8,475), including 11 (9) nominee registered shareholders. Kamux's largest shareholders on December 31, 2020 were Juha Kalliokoski including both the shares owned by Juha Kalliokoski and by an investment company controlled by closely associated persons to Juha Kalliokoski (15.26%), Elo Mutual Pension Insurance Company (9.13%) and Jussi Mäkinen (3.42%).
In accordance with the rules of the Securities Market Act, shareholders of publicly listed companies must notify both the Financial Supervisory Authority and the listing company of changes in their holdings. During 2020, the company received notices of changes in shareholdings pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act as follows:
On June 24, 2020, Intera Fund II Ky announced that the total holdings of shares and voting rights of Intera Fund II Ky in Kamux Corporation has fallen below the 15 percent flagging threshold.
On September 9, 2020, Intera Fund II Ky announced that the total holdings of shares and voting rights of Intera Fund II Ky in Kamux Corporation has fallen below the 5 percent flagging threshold.
| LARGEST SHAREHOLDERS DECEMBER 31, 2020 | Share ownership | % of shares | |
|---|---|---|---|
| 1 | Kalliokoski Juha Antero | 5,642,608 | 14.12 |
| 2 | Elo Mutual Pension Insurance Company | 3,647,778 | 9.13 |
| 3 | Mäkinen Jussi Antero | 1,368,127 | 3.42 |
| 4 | Kalliola Jyri | 1,367,300 | 3.42 |
| 5 | Ilmarinen Mutual Pension Insurance Company | 1,010,349 | 2.53 |
| 6 | Mutual fund Aktia Capital | 890,442 | 2.23 |
| 7 | Evli Finnish Small Cap Fund | 683,000 | 1.71 |
| 8 | OP-Finland Small Firms mutual fund | 662,615 | 1.66 |
| 9 | Mutual fund eQ Nordic Small Cap | 580,000 | 1.45 |
| 10 | Callardo Capital Oy | 458,143 | 1.15 |
| 11 | Fondita Nordic Small Cap Investment Fund | 380,000 | 0.95 |
| 12 | Mutual Fund Säästöpankki Small Cap | 358,298 | 0.90 |
| 13 | Mutual Fund Säästöpankki Domestic | 349,193 | 0.87 |
| 14 | Mutual Fund Taaleritehdas Mikro Markka | 338,510 | 0.85 |
| 15 | Mutual Fund Säästöpankki Baltic Sea | 338,000 | 0.85 |
| 16 | Pelkonen Henri Tapio | 325,694 | 0.81 |
| 17 | Pihlaja Ari Kalevi | 264,061 | 0.66 |
| 18 | Mänty Tero Juho | 261,502 | 0.65 |
| 19 | Fondita Nordic Micro Cap Investment Fund | 250,000 | 0.63 |
| 20 | Salmela Jussi Pekka | 209,346 | 0.52 |
| 20 | largest shareholders in total | 19,384,966 | 48.49 |
Excludes nominee registered shares and treasury shares. As of December 31, 2020, Kamux held 43,707 treasury shares.
Kamux has received the following notifications of nominee registered owners on December 31, 2020: Investment funds managed by Swedbank Robur owned a total of 2,510,793 shares, corresponding to 6.28% of the outstanding shares and votes of the company. Investment funds managed by Creades owned a total of 1,518,180 shares, corresponding to 3.80% of the outstanding shares and votes of the company.
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| OWNERSHIP BY SECTOR, DECEMBER 31, 2020 | Owners | % of owners | Shares | % of shares |
|---|---|---|---|---|
| Foreign owners | 23 | 0.17 | 16,288 | 0.06 |
| Households | 13,332 | 95.71 | 16,109,898 | 56.46 |
| Government entities | 7 | 0.05 | 4,811,967 | 16.86 |
| Financial and insurance institutions | 41 | 0.29 | 4,112,433 | 14.41 |
| Non-profit organizations | 34 | 0.24 | 227,234 | 0.80 |
| Companies and home associations | 493 | 3.54 | 3,254,545 | 11.41 |
| Total | 13,930 | 100.00 | 28,532,365 | 100.00 |
Includes only book-entry registered shareholders in Finland. The distribution of shareholdings is thus not illustrative of the distribution of the entire shareholding in the company.
OWNERSHIP DISTRIBUTION BY SIZE, DECEMBER 31, 2020
| Shares | Owners | % of owners | Shares | % of shares |
|---|---|---|---|---|
| 1-100 | 5,788 | 41.55 | 268,937 | 0.67 |
| 101-500 | 5,473 | 39.29 | 1,391,303 | 3.48 |
| 501-1 000 | 1,407 | 10.10 | 1,076,638 | 2.69 |
| 1 001-5 000 | 1,042 | 7.48 | 2,145,815 | 5.36 |
| 5 001-10 000 | 102 | 0.73 | 738,371 | 1.85 |
| 10 001-50 000 | 75 | 0.54 | 1,664,542 | 4.16 |
| 50 001-100 000 | 10 | 0.07 | 667,429 | 1.67 |
| 100 001-500 000 | 21 | 0.15 | 5,086,154 | 12.71 |
| 500 001- | 12 | 0.09 | 26,978,231 | 67.42 |
| Total | 13,930 | 100.00 | 40,017,420 | 100.00 |
Includes the treasury shares held by Kamux Corporation.
KAMUX ANNUAL REPORT 2020
REPORT BY THE BOARD OF DIRECTORS 2020
KEY PERFORMANCE MEASURES
| STATEMENT OF COMPREHENSIVE INCOME | 2020 | 2019 | 2018*** |
|---|---|---|---|
| Revenue | 724.1 | 658.5 | 527,8 |
| revenue growth, % | 10.0% | 24.8% | 16,0% |
| Gross profit | 91.5 | 79.6 | 64,9 |
| as percentage of revenue, % | 12.6% | 12.1% | 12,3% |
| Earnings before interest, tax, depreciation and amortization (EBITDA) | 40.8 | 33.7 | 20,2 |
| as percentage of revenue, % | 5.6% | 5.1% | 3,8% |
| Operating profit (EBIT) | 31.2 | 25.3 | 18,9 |
| as percentage of revenue, % | 4.3% | 3.8% | 3,6% |
| Adjusted operating profit | 30.7 | 25.4 | 21,9 |
| as percentage of revenue, % | 4.2% | 3.9% | 4,1% |
| BALANCE SHEET | |||
| Equity | 95.7 | 81.7 | 68,9 |
| Non-current liabilities | 54.5 | 55.7 | 20,0 |
| Current liabilities | 41.2 | 44.1 | 26,1 |
| Balance sheet total | 191.3 | 181.5 | 115,0 |
| Net debt | 53.5 | 38.5 | 9,6 |
| Net working capital | 79.3 | 55.3 | 61,2 |
| Inventories | 93.6 | 70.2 | 71,0 |
| OTHER INFORMATION | |||
| Number of cars sold | 60,657 | 55,432 | 46 596 |
| Gross profit per sold car | 1,509 | 1,437 | 1 392 |
| Sales growth of like-for-like showrooms, % | -3.8% | 6.3% | 5,6% |
| Inventory turnover, days | 47.2 | 44.5 | 49,6 |
| Capital expenditures | 4.9 | 2.7 | 1,3 |
| Average number of employees during the period | 713 | 595 | 472 |
| KEY FIGURES | 2020 | 2019 | 2018*** |
| --- | --- | --- | --- |
| Return on equity (ROE), % | 26.3% | 25.3% | 22.9% |
| Return on capital employed (ROI), % | 16.9% | 16.7% | 16.2% |
| Equity ratio, % | 50.1% | 45.1% | 60.0% |
| Gearing, % | 55.9% | 47.2% | 14.0% |
| PER SHARE DATA | 2020 | 2019 | 2018*** |
| Earnings per share, basic, € | 0.58 | 0.48 | 0.37 |
| Cash flows from operating activities per share, € | 0.26 | 0.83 | 0.07 |
| Shareholders' equity per share, € | 2.26 | 2.04 | 1.72 |
| Dividend per share, € | 0.24* | 0.23 | 0.16 |
| Payout ratio, % | 41.1% | 48.4% | 43.7% |
| Effective dividend yield, % | 1.8% | 3.1% | 2.9% |
| Price/earnings (P/E) ratio | 23.3 | 15.6 | 14.9 |
| Highest share price, € | 13.76 | 7.62 | 7.48 |
| Lowest share price, € | 5.14 | 4.50 | 5.20 |
| Share price on December 31, € | 13.60 | 7.40 | 5.44 |
| Market capitalization of share stock, € million** | 543.6 | 296.1 | 217.5 |
| Turnover of shares, total, (1,000 shares) | 33,288 | 14,710 | 1,498 |
| Relative turnover of shares, total, % | 83.3% | 36.8% | 3.7% |
| Average no. of shares (1,000 shares), basic** | 39,931 | 40,004 | 39,987 |
| Average no. of shares (1,000 shares), diluted** | 39,955 | 40,017 | 39,996 |
| Total no. of shares (1,000 shares) on December 31** | 39,974 | 40,015 | 39,987 |
Proposal of the Board of Directors to the Annual General Meeting
*Excluding treasury shares
*** Key performance measures for year 2018 have not been adjusted to be in accordance with IFRS 16 Leases standard.
KAMIX ANNUAL REPORT 2020
REPORT BY THE BOARD OF DIRECTORS 2020
CALCULATION OF KEY FIGURES AND ALTERNATIVE PERFORMANCE MEASURES
Kamux presents alternative performance measures as additional information to performance measures presented in the consolidated income statement, consolidated statement of financial position and consolidated statement of cash flows prepared in accordance with IFRS. In Kamux's view, the alternative performance measures provide significant additional information related to Kamux's results of operations, financial position and cash flows, and they are widely utilized by analysts, investors and other parties.
The alternative performance measures should not be considered separately from measures under IFRS or as substitutes for corresponding measures under IFRS. All companies do not calculate alternative performance measures in a uniform way and therefore the alternative performance measures presented by Kamux may not be comparable with similarly named measures presented by other companies.
TAX REASSESSMENT DECISION
In year 2018, Kamux received a tax reassessment decision from the Finnish Tax Administration. The decision was related to a tax audit carried out by the Finnish Tax Administration in 2016-2018 concerning Kamux Suomi Oy and the tax years 2012-2016. Kamux expensed the total amount of the tax reassessment decision, approximately EUR 2.6 million, in full in its result of 2018. However, Kamux considered the decision to be unfounded and appealed against the decision.
In June 2020, The Finnish Tax Administration's Adjustment Board partially approved the appeal by Kamux on the tax reassessment decision and ruled that the company receive a refund of approximately EUR 0.9 million. Kamux recognized the total amount of the refund, EUR 0.9 million, in its result for the second quarter of 2020 as credit in other operating expenses. Both parties have the opportunity to appeal the decision. Kamux considers the decision of the Adjustment Board partly unfounded, and the company has placed the issue before the Administrative Court and applied for a rectification of the Adjustment Board's ruling.
RECONCILIATION OF ADJUSTED OPERATING PROFIT
| EUR million | 2020 | 2019 |
|---|---|---|
| Operating profit (EBIT) | 31.2 | 25.3 |
| Strategic investigations | 0.0 | 0.1 |
| Special items relating to geographical expansion | - | 0.0 |
| Taxes related to previous financial years | -0.5 | - |
| Total adjustment items | -0.5 | 0.1 |
| Adjusted operating profit | 30.7 | 25.4 |
KAMUX ANNUAL REPORT 2020
REPORT BY THE BOARD OF DIRECTORS 2020
CALCULATION OF KEY FIGURES
| Gross profit | = | Revenue + Other operating income - Materials and services | Net working capital | = | Inventories + Trade and other receivables + Current income tax receivables - Trade and other payables - Current income tax liabilities - Non-current and current provisions |
|---|---|---|---|---|---|
| Earnings before interest, tax, depreciation, and amortization (EBITDA) | = | Operating profit + Depreciation and amortization | |||
| Adjusted operating profit (EBIT) | = | Operating profit adjusted for special items relating to strategic planning, geographical expansion of business and taxes related to previous financial years. | Dividend per share, EUR | = | Dividend per share approved by the Annual General Meeting with respect to the most recent year, the Board's proposal to the AGM |
| Net debt | = | Non-current borrowings + Current borrowings + Lease liabilities - Cash and cash equivalents | Payout ratio, % | = 100 X | Dividend/share |
| Share of EPS belonging to parent company owners | |||||
| Financial debt | = | Non-current borrowings + Current borrowings | Effective dividend yield, % | = 100 X | Dividend/share adjusted for share issue |
| Final quotation at close of period adjusted for share issue | |||||
| Like-for-like showroom revenue growth | = 100 X | Like-for-like showroom car sales | Price/earnings (P/E) ratio | = | Final quotation at close of period adjusted for share issue |
| Like-for-like showroom car sales in the previous year | Share of EPS belonging to parent company owners | ||||
| New showrooms are included in the calculation when they have been open for 13 months and, therefore, the first time the showroom is included in the measure is its 25th operating month. | |||||
| Inventory turnover | = 365X | Inventories (average for 12 months) | Shareholders' equity per share, EUR = | = | Equity attributable to equity holders of the parent |
| Materials and services (rolling 12 months) | Basic number of shares at the end of period adjusted for share issue | ||||
| Return on equity (ROE), % | = 100 X | Profit for the period (rolling 12 months) | Market capitalization of share stock, EUR | = | Number of shares x closing price at the end of period |
| Equity (average for 12 months) | |||||
| Return on capital employed (ROI), % | = 100 X | Profit for the period + Finance costs (rolling 12 months) | |||
| Equity + Financial debt (average for 12 months) | |||||
| Equity ratio, % | = 100 X | Equity | |||
| Balance sheet total - Advance payments received | |||||
| Gearing, % | = 100 X | Net debt | |||
| Equity | |||||
| Earnings per share, basic | = | Profit for the period (attributable to owners of the Company) | |||
| Weighted average number of outstanding shares adjusted for share issue for the period |
KAMIX
ANNUAL REPORT 2020
KAMUX CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2020
Kamux's (Company ID 2442327-8) business is based on an effective integrated business model in the sale of used cars. Kamux's goal is to continuously develop its operations and services to better meet customers' needs. In the presentation of consolidated financial statements, Kamux also focuses on information relevant to the users of financial statements and strives to report Kamux's financial performance in 2020 and 2019 clearly and concisely. In addition to primary statements the consolidated financial statements include five sections: Basis of Preparation and Information on Kamux, Key Performance Metrics of Kamux Group, Net Working Capital, Capital Management and Net Debt and Other Notes. Each part also explains related significant accounting principles. This manner of presenting information aims at providing the reader with a clear understanding of the Group's financial position and on how the applied accounting policies impact the figures presented in the financial statements.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
PRIMARY STATEMENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
KAMIX ANNUAL REPORT 2020
78
FINANCIAL STATEMENTS 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| EUR million | Note | For the year ended December 31, | |
|---|---|---|---|
| 2020 | 2019 | ||
| Revenue | 2.2 | 724.1 | 658.5 |
| Other operating income | 2.2 | 1.3 | 0.8 |
| Materials and services | 2.3, 2.4 | -633.8 | -579.6 |
| Personnel costs | 2.4 | -39.0 | -34.3 |
| Other operating expenses | 2.4 | -11.7 | -11.7 |
| Depreciation and amortization | 2.4 | -9.6 | -8.4 |
| Operating profit | 31.2 | 25.3 | |
| Finance income and costs | 4.2 | -2.7 | -1.0 |
| Profit before income tax | 28.5 | 24.4 | |
| Income tax | 2.5 | -5.2 | -5.3 |
| Profit for the period | 23.3 | 19.0 | |
| Other comprehensive income | |||
| Items that may be subsequently reclassified to profit or loss | |||
| Translation differences | 0.2 | -0.0 | |
| Other comprehensive income for the period, net of tax | 0.2 | -0.0 | |
| Total comprehensive income for the period | 23.5 | 19.0 | |
| Profit for the period attributable to owners of the Company | 23.3 | 19.0 | |
| Total comprehensive income for the period attributable to owners of the Company | 23.5 | 19.0 | |
| Earnings per share for profit attributable to owners of the Company | 2.6 | ||
| Earnings per share, basic and diluted, EUR | 0.58 | 0.48 |
The above consolidated statements of comprehensive income should be read in conjunction with the accompanying notes.
KAMIX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
CONSOLIDATED BALANCE SHEET
| EUR million | Note | At December 31, | |
|---|---|---|---|
| 2020 | 2019 | ||
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 5.2 | 5.1 | 2.1 |
| Goodwill | 5.1, 5.2 | 14.0 | 13.6 |
| Property, plant and equipment | 5.2 | 2.4 | 2.2 |
| Lease assets | 5.2 | 46.9 | 46.4 |
| Other receivables | 0.2 | 0.1 | |
| Deferred tax assets | 5.5 | 1.3 | 0.4 |
| Total non-current assets | 69.9 | 64.8 | |
| Current assets | |||
| Inventories | 3.1 | 93.6 | 70.2 |
| Trade and other receivables | 3.2 | 16.6 | 18.4 |
| Derivative financial instruments | 4.1 | - | 0.2 |
| Current tax assets | 0.0 | 0.2 | |
| Cash and cash equivalents | 4.1 | 11.2 | 27.6 |
| Total current assets | 121.4 | 116.6 | |
| TOTAL ASSETS | 191.3 | 181.5 | |
| EUR million | Note | At December 31, | |
| --- | --- | --- | --- |
| 2020 | 2019 | ||
| EQUITY AND LIABILITIES | |||
| Equity attributable to owners of the Company | 5.4 | ||
| Share capital | 0.1 | 0.1 | |
| Reserve for invested unrestricted equity | 24.7 | 24.7 | |
| Translation differences | 0.1 | -0.1 | |
| Treasury shares | -0.2 | - | |
| Retained earnings | 47.6 | 37.9 | |
| Profit for the period | 23.3 | 19.0 | |
| Total equity attributable to owners of the Company | 95.7 | 81.7 | |
| Non-current liabilities | |||
| Borrowings | 4.1 | 14.9 | 16.5 |
| Lease liabilities | 5.2 | 39.1 | 38.8 |
| Other non-current liabilities | 0.1 | 0.2 | |
| Provisions | 3.4 | 0.4 | 0.4 |
| Total non-current liabilities | 54.5 | 55.7 | |
| Current liabilities | |||
| Borrowings | 4.1 | 2.0 | 3.0 |
| Lease liabilities | 5.2 | 8.6 | 7.9 |
| Derivative financial instruments | 4.1 | 0.0 | - |
| Trade and other payables | 3.3 | 27.3 | 29.7 |
| Provisions | 2.3, 3.4 | 3.1 | 2.7 |
| Current income tax liabilities | 0.1 | 0.8 | |
| Total current liabilities | 41.2 | 44.1 | |
| Total liabilities | 95.6 | 99.8 | |
| TOTAL EQUITY AND LIABILITIES | 191.3 | 181.5 |
The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| EUR million | Note | Share capital | Reserve for invested unrestricted equity | Translation differences | Treasury shares | Retained earnings | Total equity |
|---|---|---|---|---|---|---|---|
| Equity at Jan 1, 2020 | 0.1 | 24.7 | -0.1 | - | 56.9 | 81.7 | |
| Profit for the period | 23.3 | 23.3 | |||||
| Other comprehensive income | 0.2 | 0.2 | |||||
| Total comprehensive income | 0.2 | 23.3 | 23.5 | ||||
| Transactions with owners: | |||||||
| Acquisition of treasury shares | 5.4 | -0.5 | -0.5 | ||||
| Conveyance of treasury shares | 5.4 | 0.3 | 0.3 | ||||
| Share-based payments | 5.3 | -0.1 | -0.1 | ||||
| Dividends for owners | -9.2 | -9.2 | |||||
| Equity at Dec 31, 2020 | 0.1 | 24.7 | 0.1 | -0.2 | 71.0 | 95.7 | |
| Equity at Jan 1, 2019 | 0.1 | 24.7 | -0.0 | - | 44.1 | 68.9 | |
| Profit for the period | 19.0 | 19.0 | |||||
| Other comprehensive income | -0.0 | -0.0 | |||||
| Total comprehensive income | -0.0 | 19.0 | 19.0 | ||||
| Transactions with owners: | |||||||
| Share-based payments | 5.3 | 0.2 | 0.2 | ||||
| Dividends for owners | -6.4 | -6.4 | |||||
| Equity at Dec 31, 2019 | 0.1 | 24.7 | -0.1 | - | 56.9 | 81.7 |
The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.
KAMIX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
CONSOLIDATED STATEMENTS OF CASH FLOWS
| EUR million | Note | For the year ended December 31, | |
|---|---|---|---|
| 2020 | 2019 | ||
| Cash flows from operating activities | |||
| Profit for the period | 23.3 | 19.0 | |
| Adjustments for: | |||
| Depreciation and amortization | 2.4 | 9.6 | 8.4 |
| Finance income and costs | 4.2 | 2.7 | 1.0 |
| Change in provisions | 2.3, 3.4 | 0.4 | 0.5 |
| Write-down of inventories | 3.1 | 0.2 | -0.2 |
| Income taxes | 2.5 | 5.2 | 5.3 |
| Other non-cash items | 0.2 | 0.1 | |
| Changes in working capital: | |||
| Change in trade receivables and other receivables | 3.2 | 2.1 | -4.6 |
| Change in trade payables and other payables | 3.3 | -2.9 | 8.9 |
| Change in inventories | 3.1 | -22.7 | 0.6 |
| Interests paid | -1.1 | -0.7 | |
| Other financial items, net | -0.1 | -0.1 | |
| Income taxes paid | -6.6 | -5.0 | |
| Net cash inflow (outflow) from operating activities | 10.2 | 33.3 | |
| Cash flows from investing activities | |||
| Investments in property, plant and equipment | 5.2 | -0.8 | -1.0 |
| Investments in intangible assets | 5.2 | -4.1 | -1.8 |
| Net cash inflow (outflow) from investing activities | -4.9 | -2.7 | |
| EUR million | Note | For the year ended December 31, | |
| --- | --- | --- | --- |
| 2020 | 2019 | ||
| Cash flows from financing activities | |||
| Purchase of treasury shares | 5.4 | -0.5 | - |
| Proceeds from bank loans | 4.1 | 10.0 | - |
| Repayments of bank loans | 4.1 | -12.5 | -3.0 |
| Repayments of lease liabilities | 5.2 | -7.9 | -6.9 |
| Dividends paid | -9.2 | -6.4 | |
| Other cash flows from financing activities | -0.0 | 0.1 | |
| Net cash inflow (outflow) from financing activities | -20.1 | -16.2 | |
| Net decrease/increase in cash and cash equivalents | -14.7 | 14.4 | |
| Cash and cash equivalents at the beginning of the period | 27.6 | 12.8 | |
| Effects of exchange rate changes on cash and cash equivalents | -1.7 | 0.3 | |
| Cash and cash equivalents at the end of period | 11.2 | 27.6 |
The above consolidated statements of cash flow should be read in conjunction with the accompanying notes.
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
1
BASIS OF PREPARATION AND INFORMATION ON KAMUX
BASIS OF PREPARATION
SHORT PRESENTATION OF KAMUX
KAMUX ANNUAL REPORT 2020
83
FINANCIAL STATEMENTS 2020
1.1 BASIS OF PREPARATION
GENERAL INFORMATION
These are the financial statements of Kamux Corporation (the "Company") and its subsidiaries (together referred as "Kamux", or "Group"). Kamux is a rapidly grown retail chain operating in Finland, Sweden and Germany specialising in used car sales.
The parent company's company ID is 2442327-8, domicile is Hameenlinna and the registered address of the head office is Parolantie 66 A, 13130 Hameenlinna.
The Company's Board of Directors has approved these financial statements at its meeting on February 25, 2021.
According to the Finnish Companies Act, shareholders have the opportunity to approve or reject the financial statements at the General Meeting of Shareholders held after publication. It is also possible to amend the financial statements at the General Meeting of Shareholders.
BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, conforming to the IAS standards and IFRS standards as well as IFRIC interpretations applicable as of December 31, 2020. The notes to the financial statements also comply with Finnish accounting and corporate legislation complementing the IFRS standards.
Assets and liabilities are measured at cost, except for inventory that is measured at lower of cost and net realizable value, lease agreements that are measured at the net present value of the future lease payments and derivative instruments that are measured at fair value through profit or loss. Financial statements are presented in millions of euros. The figures presented in the financial statements are rounded and therefore the sum of individual figures may differ from the presented sum figure.
The Company's functional currency is euro, which is also the reporting currency for the Company and the Group. This means that financial statements are presented in euros.
In addition to primary statements the consolidated financial statements are divided into five sections: Basis of Preparation and Information on Kamux, Key Performance Metrics of Kamux Group, Net Working Capital, Capital Management and Net Debt and Other Notes. Each section includes related significant accounting policies.
ACCOUNTING ESTIMATES AND JUDGMENTS IN THE FINANCIAL STATEMENTS
Preparing the financial statements in accordance with IFRS requires management to make accounting estimates and judgments as well as assumptions that influence the application of the accounting policies and the carrying amounts of assets, liabilities, revenue and expenses. Actual outcomes may differ from these estimates and judgments.
Estimates and judgments are regularly reviewed. Changes in estimates are reported in the period in which the change is made if the change affects only that period, or in the period in which the change is made and in future periods if the change affects both the current and future periods.
Assumptions underlying management's estimates can be found in the following notes to the financial statements:
| Source of uncertainty and managerial judgments | Note |
|---|---|
| Repair liability costs | 2.3 and 3.4 |
| Valuation of used cars | 3.1 |
| Goodwill and lease agreements | 5.2 |
| Management holdings | 5.3 |
| Deferrex tax assets | 5.5 |
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
1.2 SHORT PRESENTATION OF KAMUX
Kamux is a rapidly grown retail chain operating in Finland, Sweden and Germany and specialising in used car sales. The first Kamux car showroom began operations in Finland in 2003 and as of December 31, 2020, Kamux had an online store and total of 8 showrooms: 50 showrooms in Finland, 20 in Sweden and 8 in Germany. Since its incorporation, Kamux has sold more than 300,000 used cars.
Kamux's CEO Juha Kalliokoski founded Kamux in 2003 by opening its first car showroom in Hämeenlinna, where Kamux's head office is still located. Kamux opened its second car showroom in 2006 and by 2010 it had expanded its network to 14 car showrooms in Finland. In 2010 Kamux started to offer integrated services to its customers. In 2011 Finnish private equity investor Intera Partners acquired control of Kamux with the existing management staying as company shareholders. Intera's aim was to provide Kamux with additional resources and know-how for expanding operations in Finland and abroad. Kamux expanded into Sweden in late 2012 and into Germany in December 2015. At the end of year 2016 the company had a total of 47 showrooms in three countries. In 2017 Kamux was listed on the Nasdaq Helsinki resulting in over 1,200 new shareholders for the company. Intera Fund II Ky stayed as the largest shareholder of the company. During the same year, Kamux's number of showrooms expanded to 53 showrooms and Kamux opened its online store in Finland.
Late 2018 Kamux had 61 showrooms and late 2019 71 showrooms. In December 2019 Kamux agreed the acquisition of the business and assets of Autosilta from Jagro Oy. The acquisition was completed on January 9, 2020. In December 31, 2020 the company had a total of 13,930 shareholders of which the largest being Juha Kalliokoski,
including both Kalliokoski's direct holdings as well as shares owned by a holdings company under the control of related parties. In September 2020 Intera Fund II Ky sold the rest of its holdings of Kamux shares after having sold a part of its holdings twice in 2019 and 2020.
Kamux's business is based on a combination of car showrooms and online presence, professional procurement of used cars, low fixed costs, rapid inventory turnover and sales of integrated services. Kamux's business model makes it possible to offer affordable used cars, and Kamux's aim is to continuously develop its operations to better address customers' needs. Kamux offers its customers financing products from third party service providers at all of its car showrooms in Finland, Sweden and Germany. In addition, Kamux offers insurance products and a liability extension product for car repair costs, Kamux Plus, in Finland and Sweden. A key component of Kamux's customer service concept is the home delivery, under which the car is delivered to a location agreed with the customer and, if necessary, the possible trade-in car is simultaneously picked up. Digital channels have an integral role in the customers' purchase process, as the purchase path of a car typically begins online. Kamux serves its customers also in chat. Kamux's websites (kamux.fi/kamux.se/kamux.de) had over 900,000 monthly visitors in net during 2020.
Kamux acquires used cars from car auctions, leasing companies, other car dealers, financing companies, importers, private individuals, and other sources. The majority of the used cars sold by Kamux are acquired from its customers as part of trade-in car sales. All of Kamux's car sales personnel in Finland buy cars, and each of Kamux's car showrooms has set purchasing targets. In Sweden and Germany,
pricing of purchased cars is the responsibility of the sourcing teams in these countries operating under the purchasing director. In addition, Kamux has a separate sourcing organization, which is responsible for acquiring cars at car auctions, among others. Kamux aims to align its own and its employees' interests through its incentive scheme. The sales personnel's incentive scheme takes into account sales, car procurements, car trade-ins and the sales of integrated services when determining the amount of remuneration.
Kamux's entire car selection is available to all of its sales personnel at all Kamux's car showrooms in Finland as well as nationwide in Sweden and Germany. If needed, Kamux relocates a car from one car showroom or country to another once the sale is agreed upon. In 2020, 31 percent and in 2019, 29 percent of the cars sold by Kamux's were cross-sold through another Kamux car showroom. The size of the car selection at each of Kamux's car showrooms in Finland and Sweden varies between approximately 50 and 150 used cars available for sale, and at its car showrooms in Germany, Kamux's selection of used cars available for sale is under 100 to 300.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
2
KEY PERFORMANCE METRICS OF KAMUX GROUP
RESULTS BY SEGMENT
REVENUE
REPAIR COSTS
EXPENSES
INCOME TAXES
EARNINGS PER SHARE
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
2.1 RESULTS BY SEGMENT
Kamux is a rapidly grown car retail chain operating in Finland, Sweden and Germany and specialising in used car sales. Its operational structure is as follows:

Management has defined the Group's reportable segments based on the reporting regularly presented to the CEO of the Group. This reporting forms the basis for the CEO's strategic and operative decisions to allocate resources and for assessing performance. The primary measure of performance is operating profit (EBIT). The CEO also receives information about segments' revenue, gross profit and operating profit on a monthly basis. Reportable segments comprise the following geographical areas: Finland, Sweden and Germany. Other activities consist of head office and Group functions, including centralized procurement, marketing, finance and Group management.
Kamux had 50 showrooms in Finland on December 31, 2020. Autosilta car retail business acquired in January 2020 from Jargro Oy are included in the segment Finland. Kamux opened a new showroom in January 2020 in former Autosilta premises in Espoo Niittykumpu.
In Sweden Kamux opened its first showroom in December 2012 and at the end of December 2020, it operated 20 showrooms. The showrooms are located in different areas and two of them are located in Stockholm area.
Kamux's growth strategy includes international expansion and, in accordance with the strategy, Kamux started its operations in Germany by opening its first showroom in Hamburg area in December 2015. At the end of 2020 Kamux operated 8 showrooms in Germany. The showrooms in Germany are located in Hamburg area and in Lübeck.
EXTERNAL REVENUE BY SEGMENT (EUR MILLION)

KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
ACCOUNTING POLICY - SEGMENT REPORTING
Segment revenue and expenses are items directly attributable to the operating segment. Certain expenses such as centralized procurement are allocated to the segments on a reliable basis in the internal management reporting. Other activities comprise Group level operations that are not directly employed by the individual segment in its operating activities. Sales between segments are carried out on arm's length and eliminated on consolidation. Segment reporting is based on the Group's IFRS reporting.
DEFINITION OF KEY MEASURES
| Gross profit | Revenue + Other operating income - Materials and services |
|---|---|
| EBITDA | Operating profit + depreciation and amortization |
| Operating profit (EBIT) | Profit for the period + income tax + net finance costs |
| EUR million | Finland |
| --- | --- |
| 2020 | |
| Revenue | 512.1 |
| internal | 0.0 |
| external | 512.1 |
| sales of used cars | 480.8 |
| integrated services | 31.4 |
| Gross profit | 70.9 |
| EBITDA | 41.3 |
| Depreciation and amortization | -6.3 |
| Operating profit | 34.9 |
| Finance income and costs | |
| Profit before income tax | |
| EUR million | Finland |
| --- | --- |
| 2019 | |
| Revenue | 490.9 |
| internal | 0.0 |
| external | 490.9 |
| sales of used cars | 462.5 |
| integrated services | 28.4 |
| Gross profit | 63.6 |
| EBITDA | 35.2 |
| Depreciation and amortization | -5.8 |
| Operating profit | 29.4 |
| Finance income and costs | |
| Profit before income tax |
Of the Group's non-current assets, except for deferred tax assets, EUR 40.7 million as of December 31, 2020 (EUR 38.9 million as of December 31, 2019) were located in Finland. The corresponding amounts for Sweden were EUR 15.3 million as of December 31, 2020 (EUR 14.5 million as of December 31, 2019) and for Germany EUR 12.6 million as of December 31, 2020 (EUR 11.1 million as of December 31, 2019).
KAMIX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
2.2 REVENUE
Kamux's business consists of retail and wholesale sales of used cars in Finland, Sweden and Germany and of integrated services sold to consumer and corporate customers. These have been identified as separate performance obligations. Sales are based on the network of physical showrooms and efficient online showrooms in Kamux's websites in these countries. Kamux offers a home delivery service, in which Kamux delivers the car to the place agreed with the client. The car delivered to the customer's home has a 14-day right of return. Kamux also sells used cars in auctions.
Kamux offers its customers financing and insurance products provided by third parties in connection with the sale of the used car. The credit and insurance risks for these products are borne by finance and insurance companies. Kamux is entitled to financing fees and insurance commissions from its sales of these products. Parts of the fees are contingent on the continuation of the agreement between the finance company and the client.
In addition, Kamux offers its customers a Kamux Plus service, which extends the seller's statutory liability for defects. Kamux repairs predefined car defects that are detected within 12 months of the purchase of a car or until 25,000/15,000 driven kilometers, depending on which threshold is reached first. Kamux Plus is part of the car sales contract and it will therefore be taken into account when determining the sales price of a car.
>>Read more about the Kamux Plus -service in note 2.3.
Revenue from sales of used cars was EUR 687.0 million, or 95 percent of total revenue during the financial year 2020. In 2019 such revenue was EUR 625.6 million, or 95 percent of total revenue.
Financing fees and insurance commissions amounted to EUR 31.3 million during 2020, comprising 4 percent of total revenue. In 2019 fees and commissions were EUR 27.7 million or 4 percent of total revenue. Revenue from sales of the Kamux Plus service was EUR 5.8 million for the year ended December 31, 2020, and EUR 5.3 million in 2019.
External revenue generated in Finland was EUR 512.1 million and represented 71 percent of total Group revenue during 2020. In 2019 corresponding revenue was EUR 490.9 million, or 75 percent of total Group revenue. In Sweden external revenue amounted to EUR 148.5 million during 2020, or 21 percent of total Group revenue. In 2019 corresponding revenue was EUR 117.5 million, or 18 percent of total Group revenue. In Germany external revenue amounted to EUR 63.4 million during 2020 and to EUR 50.1 million during 2019.
Other operating income in the Kamux Group amounted to EUR 1.3 million in 2020 and EUR 0.8 million in 2019, and comprised mainly from insurance compensations, rental income from premises and income from customer's responsibility of the Kamux Plus service.
>>Read more about segment revenue in note 2.1.
| REVENUE | For the year ended December 31, | |
|---|---|---|
| EUR million | 2020 | 2019 |
| Sales of used cars | 687.0 | 625.6 |
| Financing fees and Insurance commissions | 31.3 | 27.7 |
| Sales of Kamux Plus | 5.8 | 5.3 |
| Total | 724.1 | 658.5 |

REVENUE (EUR MILLION)
CONTRACT BASED BALANCE SHEET ITEMS ACCORDING TO IFRS 15
Contract based assets and liabilities according to IFRS 15 comprise of accrued insurance commissions and financing fees included in the prepaid expenses and accrued income, and advance payments received relating to Kamux Plus service included in accrued expenses and deferred income. In the following table is presented the contract based balance sheet items according to IFRS 15:
| EUR million | At December 31, | |
|---|---|---|
| 2020 | 2019 | |
| Contract based assets included in prepaid expenses and accrued income | 3.0 | 2.6 |
| Contract based liabilities included in accrued expenses and deferred income | 2.8 | 2.7 |
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
ACCOUNTING POLICY - REVENUE
IFRS 15 Revenue from Contracts with Customers - standard includes a five-step model by which sales revenue is recognized when control of a good or service transfers to a customer. Revenue is recognized in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.
Kamux's business consists of retail and wholesale sales of used cars and of integrated services sold to consumer and corporate customers. These goods and services have been identified as separate performance obligations in accordance with IFRS 15.
IN THE SALES OF USED CARS the control of a good sold transfers to the customer at the time of delivery. The sales of used cars are recognized as revenue upon delivery of the car to the customer and upon transfer of the performance obligation to the customer. At the time of delivery, the customer pays the sales price by cash or the finance company provides Kamux an approved credit decision as a payment for the sales price. Home delivered cars have a 14-day right of return. Revenue on home delivered cars is recognized upon delivery to the extent Kamux estimates to be entitled to.
Revenue from sales is recognized according to the fair value of the sold car, net of discounts and value added taxes.
IN INTEGRATED SERVICES regarding the financial and insurance services provided by a third party, Kamux acts as an agent towards the customer. Kamux presents the income derived from sales of financing and insurance services in its revenue as net amount after Kamux has fulfilled its performance obligation of sales of the services.
INSURANCE COMMISSIONS from insurance companies are recognized as revenue when the service is rendered, i.e. when the insurance contract is signed with the customer and Kamux is entitled to a commission fee in accordance with its agency contract.
FINANCING FEES FROM FINANCE companies comprise fixed withdrawal and invoicing fees, variable interest fees and annual bonus fees. Fees are recognized as revenue on an accrual basis when the contract is signed with the customer or during the term of the agreement when Kamux is entitled to a payment from the finance company. Annual bonus fees are determined on percentage basis of the actual sales during a calendar year and they are recognized when Kamux is entitled to receive the payment from the financing company.
THE KAMUX PLUS SERVICE is recognized as revenue on a straight-line basis over the 12 months warranty period. Kamux Plus service provides the customer with a customer liability extension in connection with a used car sale.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
2.3 REPAIR COSTS
Kamux's customer service and customer satisfaction strategy are based on offering used cars that are high-quality and reconditioned. Any deficiencies in the cars are disclosed to the customer during the sale process.
Used cars include the seller's statutory repair liability. In Finland, Sweden and Germany a car dealer has a liability to repair undisclosed defects that become apparent within six months after the purchase of the car (unless Kamux can prove that the defects arose subsequent to the sale). After six months, the burden of proof is transferred from Kamux to the customer.
In addition to the statutory repair liability, Kamux offers its customers the Kamux Plus service, which extends the seller's liability for defects. Kamux repairs predefined defects that are detected within 12 months following the purchase of the car or within 25,000/15,500 driving kilometers, whichever comes first.

REPAIR LIABILITY PROVISION (EUR MILLION)
Repair liability provision amounted to EUR 3.1 million as at December 31, 2020 and EUR 2.7 million as at December 31, 2019. Repair- and maintenance costs have increased concurrently as the sales volumes have grown. Repair- and maintenance costs amounted to EUR 19.3 million during the financial year 2020, and to EUR 18.1 million during the financial year 2019. The repair liability provision is expected to be used in the following 12 months. Repair liability costs and other repair and maintenance costs are reported in "materials and services" in the consolidated statement of comprehensive income.

CARS SOLD & REPAIR AND MAINTENANCE COSTS
ACCOUNTING POLICY - REPAIR LIABILITY PROVISION
Estimated repair liability cost is recognized as repair liability provision when the car is sold. The amount of repair liability provision is based on historical statistics about realized repair liability costs and the estimated trend of repair liability costs.
SOURCES OF UNCERTAINTY AND MANAGERIAL JUDGMENTS - REPAIR LIABILITY PROVISION
Repair liability provision is recognized based on the actual repair costs and the estimate on the development of repair liability costs. There is uncertainty between actual and estimated repair liability costs because repair liability costs may not necessarily be realized as predicted. Typically repair liability costs are realized frontloaded during the repair liability period. Estimates and assumptions are reviewed quarterly. Differences between actual and estimated repair liability costs may impact the provision amounts recognized in future periods.
>> Read more on repair liability provision in note 3.4.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
2.4 EXPENSES
| For the year ended December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| Materials and services | ||
| Purchases during the period | 656.2 | 579.1 |
| Change in inventories | -22.5 | 0.5 |
| External services | 0.1 | 0.1 |
| Total | 633.8 | 579.6 |
| Personnel costs | ||
| Wages and salaries | 32.2 | 28.0 |
| Pension costs | 3.6 | 3.6 |
| Share-based incentive scheme | 0.2 | 0.3 |
| Other employee benefit expenses | 3.1 | 2.4 |
| Total | 39.0 | 34.3 |
| Other operating expenses | ||
| Premises costs | 2.0 | 2.0 |
| Marketing and advertising expenses | 3.8 | 3.9 |
| IT costs | 1.7 | 1.7 |
| Consulting | 1.1 | 0.5 |
| Voluntary personnel expenses | 0.6 | 0.8 |
| Rental costs of external personnel | 0.5 | - |
| Travel expenses | 0.1 | 0.3 |
| Other administrative expenses | 1.9 | 2.5 |
| Total | 11.7 | 11.7 |
| For the year ended December 31, | ||
| --- | --- | --- |
| EUR million | 2020 | 2019 |
| Auditors' fees (included in line other administrative expenses in the table on left) | ||
| Audit fees | 0.2 | 0.2 |
| Other audit related services | 0.0 | 0.0 |
| Total | 0.2 | 0.3 |
| Depreciation and amortization by class | ||
| Intangible assets | 0.4 | 0.6 |
| Property, plant and equipment | 9.2 | 7.8 |
| Total | 9.6 | 8.4 |
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
MATERIALS AND SERVICES
Kamux purchases most of its used cars as trade-in cars. Kamux also acquires cars from private individuals, car auctions, leasing companies, finance companies, other car dealers, importers and other sources. Materials and services include the cost to acquire used cars and the reconditioning and transportation costs associated with preparing cars for sale. It also includes repair costs associated with repair liability and change in inventories.
PERSONNEL COSTS
Kamux's average number of full-time equivalent employees was 713 during the financial period 2020 and 595 in 2019. Employee remuneration is based on fixed and variable salary. The proportionate share of the variable compensation is significant and is based on the achievement of individually determined sales targets. In addition, some employees have car allowance, telephone allowance and internet access at home.
Kamux's pension arrangements are classified as defined contribution plans. The Finnish statutory pension plan under TyEL is arranged through insurance companies and provides pension benefits based on the years of employment and earnings. The retirement age of the old-age pension under TyEL is 63-68 years. Employees in Sweden and Germany belong to defined contribution plans. In Sweden, retirement age is 61-67 years, and in Germany 65-67 years.
In defined contribution plans, insurance contributions are paid to insurance companies and recognized as an expense in the financial period the charge relates to. There are no other payment obligations in the defined contributions plans.
Employee benefit expenses in 2020 include EUR 0.2 million and in 2019 EUR 0.3 million costs accrual related to the share-based incentive scheme.
>> Read more about the management's wages and remuneration in note 5.3.
PREMISES COSTS
Premises costs consist of premises related costs such as heating, cleaning and electricity, as well as those rental payments for showrooms and office space that are not in the scope of IFRS 16.
>> Read more about leasing obligations in note 4.3.
>> Read more about lease agreements in note 5.2.
DEPRECIATION AND AMORTIZATION
Depreciation on property, plant and equipment include also depreciation on lease assets in accordance with IFRS 16.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
2.5 INCOME TAXES
| EUR million | For the year ended December 31, | |
|---|---|---|
| 2020 | 2019 | |
| Current tax | 6.1 | 5.4 |
| Tax on previous years | -0.0 | - |
| Change in deferred tax assets and liabilities | -0.9 | -0.0 |
| Total | 5.2 | 5.3 |
| Reconciliation of income tax expense | ||
| Profit before income tax expense | 28.5 | 24.4 |
| Tax calculated at the Finnish tax rate* | 5.7 | 4.9 |
| Non-deductible expenses | -0.1 | 0.1 |
| Difference in foreign tax rates | -0.3 | -0.3 |
| Tax losses carried forward for which a deferred tax asset has not been recognized | 0.7 | 0.8 |
| Other temporary differences for which a deferred tax asset has not been recognized | 0.1 | -0.1 |
| Utilization of previously unrecognized tax losses carried forward | -0.3 | - |
| Deferred tax assets recognized for tax losses carried forward and temporary differences of previous years | -0.7 | - |
| Tax on previous years | -0.0 | - |
| Other items | -0.0 | 0.0 |
| Income tax expense | 5.2 | 5.3 |
- Tax rate 20% in 2020 and 2019.
>> Read more about deferred tax balances in note 5.5.
ACCOUNTING POLICY – INCOME TAXES
Income taxes for the financial year include current and deferred taxes. Current income tax is the tax to be paid or received with respects to the current financial year, with the application of tax rates that have been enacted or substantively enacted by the balance sheet date. Current income taxes are calculated on the basis of the tax regulations prevailing in the countries in which Kamux operates and generate taxable income. Current tax also includes adjustments for current income tax attributable to earlier periods.
Deferred taxes are recognized on temporary differences that arise between the taxable value and carrying value of assets and liabilities. Deferred tax assets are recognized to the extent that it is probable that they will be utilized against taxable income.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
2.6 EARNINGS PER SHARE
For the year ended December 31,
| 2020 | 2019 | |
|---|---|---|
| Profit for the period attributable to Owners of the Company (EUR million) | 23.3 | 19.0 |
| Impact of share-based compensation scheme on number of shares | -54 | -7 |
| Weighted average number of shares outstanding during the period, basic, in thousands of shares | 39,931 | 40,004 |
| Earnings per share, basic (EUR) | 0.58 | 0.48 |
| Impact of share-based compensation scheme on number of shares | -29 | 13 |
| Weighted average number of shares outstanding during the period, fully diluted, in thousands of shares | 39,955 | 40,017 |
| Earnings per share, fully diluted (EUR) | 0.58 | 0.48 |
ACCOUNTING POLICY - EARNINGS PER SHARE
Basic EPS is calculated by dividing the consolidated profit for the period attributable to the owners of the Company with the weighted average number of shares outstanding during the year excluding the treasury shares.
Diluted EPS is calculated on the same basis as Basic EPS except that it reflects the impact of any potential commitments the Group has to issue shares in the future.
KAMIX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
3
NET WORKING CAPITAL
INVENTORY
TRADE AND OTHER RECEIVABLES
TRADE AND OTHER PAYABLES
PROVISIONS AND OTHER COMMITMENTS
KAMIX ANNUAL REPORT 2020
96
FINANCIAL STATEMENTS 2020
3.1 INVENTORY
Due to its effective process to acquire used cars, Kamux is able to offer a broad collection of different car brands at competitive prices. Kamux acquires cars from car auctions, leasing companies, other car dealers, finance companies, importers, private persons and other sources. Kamux purchases most of the used cars from customers as trade-in cars as part of the used car sale. Inventory is located in different showrooms. Every salesman is able to sell used cars from all Kamux's showrooms utilizing the Group-wide inventory information. Inventory management is well organized and advanced IT-systems are utilized to achieve an optimal balance between cars in inventory and quick inventory turnover.
Inventories amounted to EUR 93.6 million on December 31, 2020. On December 31, 2019 inventories amounted to EUR 70.2 million.
Write-downs of inventories to net realizable value amounted to EUR 0.2 million during 2020. In 2019 revaluations amounted to EUR -0.2 million. These revaluations were recognized through profit or loss during the financial years and were included in changes in inventory in line item "materials and services". In accordance with management's estimate, the market situation caused by the corona pandemic has not given a reason to recognize material exceptional inventory write-downs in the balance sheet as per December 31, 2020.

INVENTORY TURNOVER
Inventory turnover is calculated as follows:
Inventory on average during the period (average of the beginning and ending inventory of the year) divided by "Materials and services" expense item during the reporting period, multiplied by 365.
ACCOUNTING POLICY - INVENTORY
Inventory is measured at lower of cost and net realizable value. The cost of an individual car included in the inventory balance is determined using the purchase price for the car including directly attributable repair costs for reconditioning the car for selling purposes.
At each reporting date, a detailed review for net realizable value is executed for cars that have been in inventory for more than 90 days. Any adjustments to net realizable value are expensed through profit or loss.
SOURCES OF UNCERTAINTY AND MANAGERIAL JUDGMENTS - INVENTORY
The estimated selling price of the car (net realizable value) at the reporting date is determined based on the managerial judgment, market information and historical data. If the estimated selling price of the car is lower than the cost, the inventory value for the car will be written down.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
3.2 TRADE AND OTHER RECEIVABLES
| At December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| Trade receivables | 10.4 | 13.8 |
| Prepaid expenses and accrued income | 3.7 | 3.2 |
| Other receivables | 2.5 | 1.4 |
| Total | 16.6 | 18.4 |
| Material items included in prepaid expenses and accrued income | ||
| Insurance and finance commission fees | 3.0 | 2.6 |
| Other | 0.7 | 0.5 |
| Total | 3.7 | 3.2 |
TRADE RECEIVABLES AND CREDIT RISK
Trade receivables consist mainly of receivables from finance companies, with the exception of insignificant amounts of receivables from individual customers to whom Kamux has sold a car with a short-term payment period. Generally, receivables originate when there is a temporary time lag between the approved credit decision (i.e. when revenue is recognized) and a payment is made by the finance company. However, once the finance company has approved the credit application of Kamux's customer, the credit risk of the car sale is borne by the finance company.
Kamux has a temporary credit risk from finance companies between the approved credit decision and payment. The Company mitigates the credit risk by dealing with highly rated finance company counterparties.
At the end of the financial year there was no need for an impairment based on the provision matrix due to non-existence of material past due trade receivables as of December 31, 2020. The coronavirus pandemic during the year 2020 did not cause need to recognize any material credit losses on trade receivables in the Kamux Group. Impairment losses of trade receivables recognized in profit or loss amounted to EUR -0.1 million during the year 2020. In 2019 impairment losses of trade receivables were EUR 0.1 million.
ACCOUNTING POLICY - IMPAIRMENT OF FINANCIAL ASSET
In accordance with IFRS 9 Financial Instruments - standard the impairment of financial asset is based on the expected credit loss method. The significant financial assets of Kamux are trade receivables arising from normal business operations. For these trade receivables the group applies a simplified provision matrix approach. According to this approach, a loss is recognized by using the provision matrix, except for situations where financial assets are assessed to be impaired due to credit risk. In Kamux the amount of impairment losses from trade receivables has been historically low.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
3.3 TRADE AND OTHER PAYABLES
| At December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| Trade payables* | 10.2 | 9.7 |
| Accrued expenses and deferred income | 9.2 | 8.5 |
| Other | 8.0 | 11.5 |
| Total | 27.3 | 29.7 |
| Material items included in accrued expenses and deferred income | ||
| Accrued salaries | 5.6 | 5.1 |
| Accrued interests | 0.0 | 0.0 |
| Other accrued expenses** | 3.5 | 3.4 |
| Total | 9.2 | 8.5 |
- Trade payables also include short term car financing-related loans transferred to Kamux in connection with the purchases of the trade-in cars of EUR 0.6 million as of December 31, 2020 and EUR 1.3 million as of December 31, 2019. Loans to the finance companies are paid within a short period after the purchase of the car.
** Other accrued expenses relate to deferred revenue from sales of Kamux Plus as of December 31, 2020 and 2019.
Carrying values of trade and other payables correspond to their fair values due to the short-term nature of these payables.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
3.4 PROVISIONS AND OTHER COMMITMENTS
DECOMMISSIONING OBLIGATION
Kamux owns a car showroom building in Nedderfeld, Germany, which is located on the land area Kamux is renting. Kamux has leased the land area for five years, and the lease may be extended. Kamux has an obligation to demolish the building at Kamux's own expense at the end of the lease. This obligation is recognized in the balance sheet on December 31, 2020 as a non-current provision of EUR 0.4 million.
REPAIR LIABILITY PROVISION
Kamux's current provisions comprise of repair liability provision.
>> Read more on repair liability provision in note 2.3.
CHANGES IN PROVISIONS IN THE FINANCIAL YEAR
| EUR million | Repair liability provision | Decommissioning obligation | Total |
|---|---|---|---|
| Jan 1, 2020 | 2.7 | 0.4 | 3.1 |
| Increases in provisions | 0.4 | - | 0.4 |
| Dec 31, 2020 | 3.1 | 0.4 | 3.4 |
| Current provisions at Dec 31, 2020 | 3.1 | - | 3.1 |
| Non-current provisions at Dec 31, 2020 | - | 0.4 | 0.4 |
| EUR million | Repair liability provision | Decommissioning obligation | Total |
| --- | --- | --- | --- |
| Jan 1, 2019 | 2.2 | 0.4 | 2.5 |
| Increases in provisions | 0.5 | - | 0.5 |
| Dec 31, 2019 | 2.7 | 0.4 | 3.1 |
| Current provisions at Dec 31, 2019 | 2.7 | - | 2.7 |
| Non-current provisions at Dec 31, 2019 | - | 0.4 | 0.4 |
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
LOANS AGAINST WHICH GUARANTEES AND MORTGAGES HAVE BEEN GIVEN
| At December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| Loans | 16.9 | 19.5 |
| guarantees given against loans | 104.0 | 104.0 |
OTHER COMMITMENTS
| At December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| Rent and other payment guarantees | 0.5 | 0.5 |
Kamux has given business mortgages amounting to EUR 104.0 million at 31 December 2020 and EUR 104.0 million as of December 31, 2019 as a security for its loans from financial institutions. In addition, the Company has given an unlimited general guarantee on the behalf of the subsidiaries of Finland, Sweden and Germany and pledged their shares.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
4
CAPITAL MANAGEMENT AND NET DEBT
CAPITAL MANAGEMENT AND NET DEBT
FINANCE EXPENSES
KAMUX ANNUAL REPORT 2020
102
FINANCIAL STATEMENTS 2020
4.1 CAPITAL MANAGEMENT AND NET DEBT
CAPITAL MANAGEMENT
The Group's objective when managing capital (net debt and total equity) is to ensure the continuity of its operations and maintain optimal returns to shareholders. Management aims to maintain an optimal capital and funding structure that ensures the lowest cost of capital available to the Group.
In order to maintain or adjust its capital structure, the Group may adjust the amount of dividends paid to shareholders or issue new shares.
The Group monitors capital on the basis of net debt and equity. Net debt is calculated as financial liabilities ("current and non-current borrowings and lease liabilities" in the consolidated balance sheet) less cash and cash equivalents.
>> Read more about equity in note 5.4.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist mainly of cash, demand deposits and other short-term highly liquid investments.
At December 31,
| EUR million | 2020 | 2019 |
|---|---|---|
| Cash and bank accounts | 7.2 | 27.6 |
| Commercial papers (1-3 months) | 4.0 | - |
| Total cash and cash equivalents | 11.2 | 27.6 |
NET DEBT
The Group borrows money from financial institutions in the form of bank loans and bank overdrafts. The Group's loans have floating interest rates and the Group may use interest rate swaps to limit the interest rate risk related to floating interest rates of the loans. Lease liabilities comprise of future rental payments of showrooms and office premises that have been discounted to present value.
INTEREST BEARING LIABILITIES AND NET DEBT
At December 31,
| EUR million | 2020 | 2019 |
|---|---|---|
| Non-current interest-bearing liabilities | ||
| Bank loans | 14.9 | 16.5 |
| Lease liabilities | 39.1 | 38.8 |
| Total non-current interest-bearing liabilities | 54.0 | 55.2 |
| Current interest-bearing liabilities | ||
| Bank loans | 2.0 | 3.0 |
| Bank overdrafts | - | - |
| Lease liabilities | 8.6 | 7.9 |
| Total current interest-bearing liabilities | 10.6 | 10.9 |
| Total interest-bearing liabilities | 64.7 | 66.1 |
| Less cash and cash equivalents | -11.2 | -27.6 |
| Net debt | 53.5 | 38.5 |
KAMIX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
BORROWINGS AND DERIVATIVES
In March 2020 Kamux renewed the five-year credit facility agreement of EUR 40 million with Nordea Bank Corporation. The renewed credit facility agreement includes a five-year term-loan of EUR 18 million and a revolving credit facility of EUR 22 million. In March 2020 EUR 10.0 million of the revolving credit facility was taken into use as a precautionary measure related to the corona pandemic and it was paid back fully in December. In December 31, 2020, EUR 16.9 million of the term-loan was in use. The term loan is currently repaid in bi-annual installments of EUR 1.0 million. The loans mature on March 31, 2025.
Fair values for Kamux's borrowings are determined by discounting the estimated cash flows to be paid at the market rate of the reporting date, considering the risk premium. Different terms and conditions of the loans (maturity, subordination, collateral) are taken into account in the measurement. Bank loans are classified as Level 2 in the fair value hierarchy due to the use of unobservable inputs, including Kamux's own estimates for risk premium.
ACCOUNTING POLICY - BORROWINGS
Bank loans are measured initially at fair value, net of transaction costs. Bank loans are subsequently carried at amortized cost. Interest expenses and transaction costs are amortized over the term of the loan and recognized as finance cost using an effective interest rate method. Borrowings are derecognized when the loan has been repaid or liability has been extinguished for example in connection with refinancing.
FAIR VALUES AND NOMINAL VALUES OF THE DERIVATIVES
| At December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| Foreign currency derivatives | ||
| Fair value | -0.0 | 0.2 |
| Value of underlying instrument | 5.5 | 18.9 |
ACCOUNTING POLICY - DERIVATIVES
Financial assets and liabilities recorded at fair value through profit and loss consist of derivatives. Derivatives are measured and recognized in the balance sheet according to their fair value at the trade date. Subsequent fair value changes of open derivatives are recognized directly in the finance income and finance costs in the statement of comprehensive income. The Group's derivatives consist of foreign exchange derivatives to hedge foreign exchange rate risk. These derivatives are not subject to hedge accounting.
Derivatives consist of foreign exchange forwards. These derivatives are included in Level 2 and their fair value is calculated as the present value of the estimated future cash flows based on observable foreign exchange rates. The nominal value of open foreign exchange forwards was EUR 5.5 million on December 31, 2020 and EUR 18.9 million on December 31, 2019.
RISKS ASSOCIATED WITH NET DEBT
Liquidity risk
Management of liquidity risk aims to ensure that Kamux is able to meet its finance obligations. Kamux's financing requirement is covered by both optimizing of operating activities and external financing in order to ensure that Kamux has continually sufficient liquidity or has access to an adequate amount of committed credit facilities. Liquidity risks are monitored and managed centrally in the Group's finance department where the availability of financing is managed daily based on rolling forecasts.
The maturity of financial liabilities is monitored regularly. As of December 31, 2020, Kamux had cash and cash equivalents of EUR 11.2 million and as of December 31, 2019, EUR 27.6 million. In addition, Kamux had access to unused credit facilities and bank overdrafts of EUR 22.0 million as of December 31, 2020 and EUR 20.0 million as of December 31, 2019.
Kamux has entered into a five-year credit facility agreement of EUR 40 million with Nordea Bank Corporation. The credit facility agreement includes a five-year term loan of EUR 18 million and a revolving credit facility of EUR 22 million. In March 2020 EUR 10.0 million of the revolving credit facility was taken into use as a precautionary measure related to the corona pandemic and it was paid back fully in December. In addition to the revolving credit facility, Kamux has a lease guarantee facility of EUR 0.4 million. At the end of the reporting period, EUR 16.9 million of the term-loan was in use. The term loan is currently repaid in bi-annual installments of EUR 1.0 million.
Loans from the financial institutions include the following covenants: net debt in proportion to adjusted EBITDA, equity as a portion of the balance sheet total and inventory turnover. The interest margin is variable and depends on the ratio of net debt and adjusted EBITDA. Kamux has given business mortgages amounting to EUR 104.0 million as of December 31, 2020 as a security for the loans from financial institutions. In addition, the Company has given an unlimited general guarantee on behalf of the subsidiaries in Finland, Sweden and Germany and pledged the shares of the Finnish, Swedish and German subsidiaries.
According to specific terms and conditions of the bank loan agreements, the most significant transactions require a prior written approval by the financial institution, including ordinary terms and conditions protecting the creditor.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
MATURITY TABLE FOR FINANCIAL LIABILITIES
| EUR million | Less than 3 months | 3 months - 1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | More than 5 years |
|---|---|---|---|---|---|---|---|
| Dec 31, 2020 | |||||||
| Lease liabilities | 2.3 | 6.8 | 8.4 | 7.7 | 5.0 | 4.0 | 15.0 |
| Loans | 1.1 | 1.2 | 2.2 | 2.2 | 2.2 | 9.1 | - |
| Accounts payables | 10.2 | - | - | - | - | - | - |
| Derivatives | - | 0.0 | - | - | - | - | - |
| Dec 31, 2019 | |||||||
| Lease liabilities | 2.1 | 6.2 | 7.9 | 7.3 | 5.0 | 4.3 | 15.4 |
| Loans | 1.6 | 1.7 | 16.6 | - | - | - | - |
| Accounts payables | 9.7 | - | - | - | - | - | - |
| Derivatives | 0.0 | -0.2 | - | - | - | - | - |
Interest rate risk
The Group's bank loans comprise of long-term floating rate loans and interest-bearing credit limit facilities. Due to the Euribor-tied loans, Kamux is subject to the cash flow risk arising from floating rate loans.
To manage the interest rate risk, Kamux may use interest rate swaps, as needed, in order to reduce the cash flow risk arising from floating rate loans. With this course of action, Kamux aims to limit the impact of interest rate volatility in the Group's finance costs to acceptable levels.
Effective interest rates of bank loans were 1.12% at the end of 2020 and 1.4%–1.5% at the end of 2019.
Based on the sensitivity analysis, if interest rates had been 1.0 percentage points higher with all other variables held constant, the recalculated post-tax profit for the period and equity would have been EUR 0.2 million smaller in 2020 and EUR 0.1 million smaller in 2019. Interest rate sensitivity has been calculated by shifting the interest curve by 1.0 percentage points (due to low market interest environment the lower scenario has not been presented). The interest position includes all external variable rate loans.
Foreign exchange risk
Kamux is mainly exposed to transaction risk related to the Swedish krona and the risk that arises when the parent company's investments in the Swedish subsidiaries are translated into euros.
Foreign exchange risk relating to Swedish operations arises basically from intra-Group finance transactions and trade payables from Swedish vendors and subsidiaries incurred in operating activities between the Group companies. Foreign exchange risk is not significant for the Group and these items are hedged as needed by using foreign exchange derivatives and/or holding cash nominated in Swedish krona in Group's bank accounts. In December 31, 2020 the Group had foreign exchange derivatives with mature under 12 months to hedge against the foreign exchange risk arising from above mentioned transactions.
The remainder of the Group's income and expenses are generated almost exclusively in euros. According to the Company's treasury policy, all intercompany financing is issued in the subsidiary's functional currency.
The Group's net investment in companies outside the Eurozone consists of subsidiary investments in Sweden. Foreign exchange risk associated with the net investment is not hedged.
Foreign exchange risk position includes debts denominated in Swedish krona of Group companies and loan receivables from Swedish subsidiaries. Krona denominated intra-group items, which are exposed to foreign exchange risk, translated at the rate of the balance sheet date were EUR 35.5 million as of December 31, 2020 and EUR 12.8 million as of December 31, 2019. In December 31, 2020 these balances were only partly hedged. If the foreign exchange risk would not have been hedged and if the weakening or strengthening of the Swedish krona against euro had been 10 percent, the recalculated post-tax profit for the period had been EUR 2.8 million in 2020 and EUR 0.9 million in 2019 higher or lower based on the sensitivity analysis.
Credit and counterparty risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. Kamux considers all of its material counterparties to be creditworthy as they represent large and
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
well-established financial institutions. Kamux's exposure to credit risk is continuously monitored, in particular, if agreed payments are delayed.
>> Read more about credit risk related to trade and other receivables in note 3.2.
The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. To spread the credit risk, Kamux deposits its cash reserves with different banks.
4.2 FINANCE EXPENSES
For the year ended December 31,
| EUR million | 2020 | 2019 |
|---|---|---|
| Interest expenses | 0.5 | 0.4 |
| Interest expenses on lease liabilities | 0.5 | 0.4 |
| Fair value changes for derivatives | 0.2 | 0.4 |
| Foreign exchange gains and losses, net | 1.4 | -0.2 |
| Other finance income and costs | 0.1 | 0.1 |
| Total | 2.7 | 1.0 |
ACCOUNTING POLICY - FINANCE EXPENSES
Finance expenses consist of interest expenses on bank loans and credit limits and realized and unrealized changes on foreign exchange derivatives, exchange rate differences as well as interest expenses on lease liabilities. Transaction costs related to loans are expensed in profit or loss using effective interest rate method.
The effective interest rate is the rate that discounts the estimated future payments through the expected life of a loan to the net carrying amount of the financial liability. The calculation includes all fees paid by the contracting parties and transaction costs.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
5
OTHER NOTES
GROUP STRUCTURE AND CONSOLIDATION
INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT AND LEASE AGREEMENTS
RELATED PARTY TRANSACTIONS
SHARE CAPITAL AND RESERVES
DEFERRED TAXES
EVENTS AFTER THE REPORTING DATE
NEW AND FORTHCOMING IFRS STANDARDS
KAMIX ANNUAL REPORT 2020
107
FINANCIAL STATEMENTS 2020
5.1 GROUP STRUCTURE AND CONSOLIDATION
SUBSIDIARIES
The consolidated financial statements include parent company and its subsidiaries. Subsidiaries refers to entities of which Kamux Group has control. Control exists, when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are consolidated from the date of acquisition,
being the date on which the Group obtains control or if the subsidiaries have been founded by the Company, from the date of the inception of the subsidiary. Subsidiaries are consolidated until the date that control ceases.
Group's subsidiaries as of December 31, 2020 and December 31, 2019 were as follows:
| Parent company | Country of incorporation | Parent and Group ownership (%) | Principal activities |
|---|---|---|---|
| Kamux Corporation | Finland | Holding company |
Subsidiaries
| Kamux Suomi Oy | Finland | 100 | Sales of used cars |
|---|---|---|---|
| Suomen Autorahaksi Oy | Finland | 100 | Dormant company |
| KMX Holding AB | Sweden | 100 | Holding company |
| Kamux AB | Sweden | 100 | Sales of used cars |
| Kamux Auto GmbH | Germany | 100 | Sales of used cars |
Subsidiaries have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests equals the voting rights held by the Group. The country of incorporation of registration is also their principal place of business.
Intra-Group receivables and liabilities, income or expenses and unrealized profits or losses arising from Intra-Group transactions between the Group companies and intra-Group profit sharing are eliminated in their entirety when preparing the consolidated accounts.
Assets and liabilities in Swedish subsidiaries are translated into euro at the rate prevailing on the balance sheet date. Income and expenses in Swedish subsidiaries are translated into euro using an average rate. Translation differences that arise when translating the financial statements of subsidiaries are recognized in other comprehensive income and accumulated in a separate component of equity, called translation differences.
Foreign currency denominated transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or if items have been revalued, at the measurement dates exchange rates. Foreign exchange gains and losses arising in respect of business operations, such as sales and purchases, are recognized in EBIT. Foreign exchange differences arising from financing transactions are recognized in finance costs.
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
ACQUIRED BUSINESSES IN 2020
On January 9, 2020 Kamux Suomi Oy, a subsidiary of Kamux Corporation, acquired the Autosilta business from Jagro Oy. On January 10, 2020 Kamux opened a showroom in Espoo Niittykumpu in the former premises of Autosilta. The acquisition cost was paid in cash at the acquisition date. Five employees were transferred into Kamux in the business acquisition.
The fair value recognized in the business acquisition into property, plant and equipment relates to fixed assets and lease agreement. Goodwill arising from the acquisition is presented as a EUR 0.4 million item in the balance sheet at the reporting date. The fair value of the acquired net assets is final. The goodwill is regarded as arising mainly from strengthening of the market position and business location.
The consolidated financial statements 2020 and segment Finland figures include the acquired business' net sales and income after the acquisition. The effect of the transaction on consolidated cash flow is equivalent to the acquisition cost.
The final assets and liabilities recognized in business acquisition from Jagro Oy were as follows:
| EUR million | Fair values recognized in business combination |
|---|---|
| Assets and liabilities of the business acquired | |
| Inventory | 3.3 |
| Trade receivables and other receivables | 0.7 |
| Property, plant and equipment | 0.1 |
| Total assets | 4.1 |
| Trade payables and other payables | 0.0 |
| Total liabilities | 0.0 |
| Net assets | 4.1 |
| Acquisition cost | 4.5 |
| Goodwill | 0.4 |
| Effect on the consolidated cash flow | -4.5 |
| As a consequence of the business acquisition the goodwill recognized into the consolidated balance sheet increased as follows: | |
| EUR million | |
| Reconciliation of goodwill | |
| Book value Jan 1, 2020 | 13.6 |
| Purchase price allocation | 0.4 |
| Book value on December 31, 2020 | 14.0 |
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
5.2 INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT AND LEASE AGREEMENTS
GOODWILL
Goodwill in the balance sheet mainly formed when the parent company, a company established by Intera Fund II Ky, acquired Kamux Oy and its subsidiaries on December 7, 2011. In 2020 the amount of goodwill recognized into the balance sheet increased due to the acquisition of Autosilta business from Jagro Oy. The amount of goodwill arose from the acquisition amounted to EUR 0.4 million and it is regarded as arising mainly from strengthening of the market position and business location. The amount of goodwill was EUR 14.0 million as of December 31, 2020 and EUR 13.6 million as of December 31, 2019. Goodwill is entirely allocated to the operating segment of Finland which is profitable. In accordance with management's estimate, the corona pandemic did not cause any indication of impairment of goodwill.
The Group performs impairment tests annually. The recoverable amount of goodwill related to Finland is based on fair value less costs of disposal (FVLCD), which is determined using a discounted cash flow model. Key estimates used to determine the recoverable amount include sales growth rate, cost development and the post-tax discount rate. Inputs used in the discounted cash flow model are inputs that are not based on observable market data (Level 3 inputs). Calculations are based on 5 years' cash flow projections approved by the management. Long-term growth rate was estimated to be 1% and post-tax discount rate was defined at 7.1% (2019 6.8%). In addition, management reviews observable market data of comparable entities, for example, EBITDA multiples to assess whether there is a significant difference between FLVCD of the group of CGUs tested and comparable entities market data, which would require Kamux to make changes to the assumptions used in goodwill impairment testing.
As part of the performance review, management has performed sensitivity analyses around the key parameters and the result suggests that a situation in which the carrying value of goodwill and other assets under impairment testing would exceed the recoverable amount is unlikely. Changed parameters used in the sensitivity analyses for 2020 and 2019 impairment testing were:
- 20% decrease in the annual sales growth rate
- 20% decrease in EBIT margin of the financial year
- Long term growth rate of 0%
- Post-tax discount rate of 15%
The sensitivity analyses did not indicate impairment when the parameters above were changed one at a time or all at the same time.
>> Read more about the acquired businesses and changes in goodwill in note 5.1.
OTHER INTANGIBLE ASSETS
Kamux has capitalized development costs and intangible rights related to different IT systems as other intangible assets. Kamux has invested in a tailor-made sales management system which is one of the key enablers of Kamux's effective selling process and cost-efficient inventory management. Microsoft Ax is a system for enterprise resource planning (ERP) and accounting, and it connects Kamux's inventory management and accounting. In 2020, Kamux invested mainly in new sales management system which has been partly implemented during 2020. The capitalized costs consist of external service provider invoices and license fees.
ACCOUNTING POLICY - GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill is an intangible asset with indefinite useful life. Goodwill is not amortized but tested for impairment at least annually, or whenever there is an indication that its carrying value would not be recoverable.
Management has determined that each showroom represents a separate cash generating unit (CGU). The impairment review is carried out for the group of cash generating units representing the geographical area of Finland which is the level at which goodwill is monitored by management (read more in Sources of uncertainty and managerial judgements - Goodwill).
Other intangible assets, which are separately identifiable and can be sold separately comprise development costs of IT software and intangible rights. Other intangible assets are amortized on a straight-line basis over the estimated useful life of 3-5 years.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
RECONCILIATION OF THE BOOK VALUES OF THE INTANGIBLE ASSETS BETWEEN THE BEGINNING AND THE END OF THE PERIOD 2020
| EUR million | Other intangible assets | Advance payments and intangibles in progress | Goodwill | Total |
|---|---|---|---|---|
| Acquisition cost at Jan 1, 2020 | 3.3 | 1.4 | 15.1 | 19.7 |
| Translation differences | 0.0 | - | - | 0.0 |
| Business acquisition | - | - | 0.4 | 0.4 |
| Increases | 0.2 | 3.3 | - | 3.4 |
| Transfers between items | 0.1 | -0.1 | - | - |
| Acquisition cost at Dec 31, 2020 | 3.5 | 4.5 | 15.5 | 23.5 |
| Accumulated amortization and impairments at Jan 1, 2020 | -2.5 | - | -1.5 | -4.0 |
| Translation differences | -0.0 | - | - | -0.0 |
| Amortization | -0.4 | - | - | -0.4 |
| Accumulated amortization and impairments at Dec 31, 2020 | -3.0 | - | -1.5 | -4.5 |
| Book value at Jan 1, 2020 | 0.7 | 1.4 | 13.6 | 15.7 |
| Book value at Dec 31, 2020 | 0.6 | 4.5 | 14.0 | 19.0 |
| 2019 | Other intangible assets | Advance payments and intangibles in progress | Goodwill | Total |
| EUR MILLION | ||||
| Acquisition cost at Jan 1, 2019 | 2.9 | 0.2 | 15.1 | 18.1 |
| Translation differences | -0.0 | - | - | -0.0 |
| Increases | 0.3 | 1.3 | - | 1.7 |
| Transfers between items | 0.1 | -0.1 | - | - |
| Acquisition cost at Dec 31, 2019 | 3.3 | 1.4 | 15.1 | 19.7 |
| Accumulated amortization and impairments at Jan 1, 2019 | -2.0 | - | -1.5 | -3.5 |
| Translation differences | 0.0 | - | - | 0.0 |
| Amortization | -0.6 | - | - | -0.6 |
| Accumulated amortization and impairments at Dec 31, 2019 | -2.5 | - | -1.5 | -4.0 |
| Book value at Jan 1, 2019 | 0.9 | 0.2 | 13.6 | 14.6 |
| Book value at Dec 31, 2019 | 0.7 | 1.4 | 13.6 | 15.7 |
SOURCES OF UNCERTAINTY AND MANAGERIAL JUDGMENTS - GOODWILL
Management makes significant estimates and judgments in determining the level at which the goodwill is tested and whether there are any indications of impairment.
The goodwill in the Kamux's balance sheet arose mainly in December 2011 when the parent company, a company established by Intera Fund II Ky, acquired Kamux Oy and its subsidiaries. At the time of the acquisition, Kamux operated in Finland through five subsidiaries, including 16 showrooms. The Management views that the excess of the purchase price over the acquired net assets was paid for the business and business concept as a whole and therefore considers that goodwill should be tested at the level of group of CGU's which is Finland.
The forecasted cash flows are based on the Group's past performance and management's best estimate of future sales, cost development, general market conditions and applicable income tax rates.
Management tests the effects of changes to significant estimates used in forecasts by sensitivity analyses in a way described in the section "Goodwill".
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
RECONCILIATION OF THE BOOK VALUES OF THE PROPERTY, PLANT AND EQUIPMENT BETWEEN THE BEGINNING AND THE END OF THE PERIOD 2020
| EUR million | Buildings and structures | Machinery and equipment | Other tangible assets | Advance payments and tangibles in progress | Total |
|---|---|---|---|---|---|
| Acquisition cost at Jan 1, 2020 | 54.0 | 1.7 | 3.0 | - | 58.7 |
| Translation differences | 0.7 | 0.0 | 0.1 | - | 0.8 |
| Business acquisitions | 0.0 | 0.0 | 0.0 | - | 0.1 |
| Increases | 8.4 | 0.2 | 0.5 | 0.3 | 9.3 |
| Decreases | -0.1 | - | - | - | -0.1 |
| Transfers between items | - | 0.1 | 0.1 | -0.3 | - |
| Acquisition cost at Dec 31, 2020 | 63.0 | 2.0 | 3.7 | - | 68.8 |
| Accumulated depreciation and impairments at Jan 1, 2020 | -7.2 | -0.9 | -1.9 | - | -10.0 |
| Translation differences | -0.2 | -0.0 | -0.0 | - | -0.2 |
| Depreciation | -8.4 | -0.2 | -0.5 | - | -9.2 |
| Accumulated depreciation and impairments at Dec 31, 2020 | -15.8 | -1.0 | -2.5 | - | -19.4 |
| Book value at Jan 1, 2020 | 46.7 | 0.8 | 1.1 | - | 48.6 |
| Book value at Dec 31, 2020 | 47.1 | 1.0 | 1.2 | - | 49.4 |
| 2019 | |||||
| EUR million | Buildings and structures | Machinery and equipment | Other tangible assets | Total | |
| Acquisition cost at Jan 1, 2019 | 38.7 | 1.3 | 2.4 | 42.4 | |
| Translation differences | -0.2 | -0.0 | -0.0 | -0.2 | |
| Increases | 17.9 | 0.2 | 0.9 | 18.9 | |
| Decreases | -2.5 | - | - | -2.5 | |
| Transfers between items | - | 0.2 | -0.2 | - | |
| Acquisition cost at Dec 31, 2019 | 54.0 | 1.7 | 3.0 | 58.7 | |
| Accumulated depreciation and impairments at Jan 1, 2019 | -0.1 | -0.7 | -1.4 | -2.2 | |
| Translation differences | -0.0 | 0.0 | 0.0 | -0.0 | |
| Depreciation | -7.1 | -0.1 | -0.5 | -7.8 | |
| Accumulated depreciation and impairments at Dec 31, 2019 | -7.2 | -0.9 | -1.9 | -10.0 | |
| Book value at Jan 1, 2019 | 38.7 | 0.5 | 0.9 | 40.1 | |
| Book value at Dec 31, 2019 | 46.7 | 0.8 | 1.1 | 48.6 |
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment comprise of capitalized renovation as well as modernization expenses, office furniture, machinery and equipment and car showroom building in Nedderfeld, Germany, which was acquired in 2016. Property, plant and equipment are depreciated on a straight-line basis over the estimated useful life of 15 years for the building and 3-5 years for the other tangible assets.
LEASE AGREEMENTS
Kamux applies IFRS 16 in recognition of lease agreements. In accordance with IFRS 16 Kamux recognizes almost all leases on the balance sheet. The standard requires recognition of an asset i.a. the right to use the leased item and a financial liability to pay rentals for virtually all lease contracts.
Lease agreements recognized into Kamux's balance sheet comprise mainly of rental agreements of showrooms and office premises. Kamux inventory is located in the showrooms and the sales of cars takes place mainly in the showrooms. The right-of-use asset and the non-current and current lease liabilities arising from the lease agreements are presented in the balance sheet as row items "Lease assets" and "Lease liabilities".
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
ACCOUNTING POLICY - LEASE AGREEMENTS
Lease agreements may contain both lease and non-lease components. Kamux applies the treatment in accordance with IFRS 16 only to lease components and recognizes the expenses arising from non-lease components into profit or loss as other operating expenses.
Lease agreements of the showrooms or office premises are negotiated on an individual basis resulting in agreements with different terms and conditions. Lease agreements are typically either cancellable or 1- to 10-year fixed term contracts. Agreements usually include the option of extending the lease after the original date of termination.
Assets and liabilities arising from a lease are initially measured on a present value basis. The present value of a lease liability is determined by discounting the estimated future lease payments during the lease period. The right-of-use asset is initially measured at cost corresponding with the amount of the lease liability and it can be adjusted by the direct costs or incentives obtained relating to the lease agreement.
The right-of-use asset is depreciated over the asset's useful life which in Kamux usually corresponds with the lease term.
The lease assets are derecognized against the lease payments and as finance expenses. The finance expense recognized into profit or loss reflects the amount of interest for certain period arising from the lease liability.
Kamux applies the optional exemption that exists for short-term and low-value leases. Short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss as other operating expenses. Short-term leases are leases with a lease term of 12 months or less and low-value assets are leases with total value EUR 5,000 or less. Short-term and low-value leases in Kamux Group are for example leases of parking areas nearby the showrooms or job-related housing of the personnel.
SOURCES OF UNCERTAINTY AND MANAGERIAL JUDGMENTS - LEASE AGREEMENTS
Management makes critical judgments and assessments in determination of the lease terms of the lease agreements. Also determination of the discount rates for the lease liabilities requires management judgment.
Lease term
The lease agreements of the Group's showrooms and office premises can be divided into following groups regarding to lease terms: agreements made for the time being an fixed-term agreements. Fixed-term agreements can include an option for an extension period following the fixed-term or they can continue as agreements for time being after the fixed-term. Kamux has entered also in fixed-term agreements which can not be extended according to the initial agreement.
The management assesses a lease term of each lease agreement on an individual basis. In determining the lease term for each lease agreement the management considers the following factors, among others: Has Kamux or the lessor an unilateral right to serve notice of termination on the agreement or to decide about the extension period or is the decision made by both lessee and lessor together? Is it probable that the extension period will be exercised? What is the historical data about about lease terms of lease agreements in Kamux?
The lease term is initially assessed at the date an agreement is signed and the term is reassessed at least annually and every time when the agreement is changed with an effect on the lease term.
Discount rate
The future lease payments are discounted by using a discount rate prevailing at the date of signing a lease agreement. When the interest rate implicit in the lease cannot be determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset similar value to the right-of-use asset in a similar economic environment with similar terms and conditions of agreement.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
CHANGES OF LEASE AGREEMENTS IN THE BALANCE SHEET
| EUR million | Lease assets | Lease liabilities |
|---|---|---|
| Jan 1, 2020 | 46.4 | 46.6 |
| Increases | 10.0 | 8.8 |
| Decreases | -1.6 | -0.4 |
| Depreciation | -8.4 | - |
| Exchange rate differences and other changes | 0.6 | 0.6 |
| Interest expenses | - | -0.5 |
| Repayments of lease liability | - | -7.5 |
| Dec 31, 2020 | 46.9 | 47.7 |
| EUR million | Lease assets | Lease liabilities |
| --- | --- | --- |
| Jan 1, 2019 | 38.3 | 38.3 |
| Increases | 17.9 | 17.9 |
| Decreases | -2.5 | -2.5 |
| Depreciation | -7.1 | - |
| Exchange rate differences and other changes | -0.2 | -0.2 |
| Interest expenses | - | -0.4 |
| Repayments of lease liability | - | -6.5 |
| Dec 31, 2019 | 46.4 | 46.6 |
An incremental borrowing rate of 1.05% was used in years 2020 and 2019 as a discount rate for the future lease payments.
CHANGES OF LEASE AGREEMENTS IN THE STATEMENT OF COMPREHENSIVE INCOME
| EUR million | 2020 | 2019 |
|---|---|---|
| Depreciation of lease assets | -8.4 | -7.1 |
| Interest cost from lease liabilities | -0.5 | -0.4 |
| Costs from short-term leases | -0.1 | -0.3 |
| Costs from service components included in lease agreements | -0.3 | -0.3 |
| Total expense in the statement of comprehensive income | -9.3 | -8.1 |
In 2020, the cash outflow from lease agreements amounted to EUR 8.3 million (EUR 7.5 million in year 2019).
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
5.3 RELATED PARTY TRANSACTIONS
Related parties of the Group consist of the parent company, Group companies mentioned in note 5.1, and during comparative year 2019 also the companies controlled by the significant influence holder Intera Fund II Ky. Intera Fund II Ky owned 21% of the Company's outstanding shares on December 31, 2019. In September 2020 Intera Fund II KY sold the rest of its ownings in Kamux after sold some of the ownings already in 2019 and earlier in 2020. Related parties are also key management personnel and their close family members as well as entities controlled by them. Key management personnel are the members of the Board of Directors, CEO and Management Team.
locations with fixed-term lease agreements for 5-10 years. Group's lease liabilities for related party include the present value of future lease payments for the above mentioned showrooms.
Transactions with related parties were made on an arm's length basis.
MANAGEMENT HOLDINGS
The Company has established a management co-investment arrangement for certain key management personnel and other key employees. The co-investment arrangements
| For the year ended December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| Sales of used cars | 0.1 | 0.1 |
| Purchases of used cars | -0.2 | -0.2 |
| Consulting expenses | -0.0 | -0.1 |
| At December 31, | ||
| --- | --- | --- |
| EUR million | 2020 | 2019 |
| Lease liabilities | 3.9 | 4.0 |
Kamux's key management personnel, members of the Board of Directors and their family members have a right to buy cars from Kamux and sell cars to Kamux in accordance with the personnel policy applicable to the whole staff.
During 2019-2020, consulting expenses comprise consultancy fees paid to Virtanen Consulting GmbH, controlled by Matti Virtanen. The fees were related to the Group's geographical expansion.
The Group has leased from the CEO, his close family members and the companies controlled by them four
have been made with key employees of the Company employed before or during 2011-2017. The co-investment arrangement includes shareholders who have been shareholders before the ownership structure was formed in December 2011 and shareholders who have joined the Company as key employees after the 2011 ownership changes. The co-investments of key employees who have invested after the 2011 ownership changes but before the Company's listing to Nasdaq Helsinki Oy stock exchange main list on May 2017, are subject to the IFRS 2 standard.
According to the agreements, the key employees of the arrangements have invested in shares issued by the Company. Investments made by key employees were carried out at the same valuation basis and substantially on the same terms as the investments made by the controlling owner.
The co-investment arrangement contains a share-based payment, but the valuation at the grant date indicates that the co-investments made and possible proceeds to employees do not contain additional benefits when compared to the controlling owner. As the Company does not have a contractual obligation to redeem the leavers in cash, and the Company has not, prior to 2016, used its right to redeem the shares of key employees' shares as their employment ends, the arrangement is classified as equity-settled share-based payment under IFRS. Accordingly, with the grant date fair value of the share-based payment being zero, no expense has been recognized in financial statements.
Holdings of the Board of Directors, CEO and Management Team of the Company's outstanding shares as of December 31, 2020 are presented in the following table:
| Ownership | |
|---|---|
| Members of the Board of Directors | 0.3 % |
| CEO | 15.3 % |
| Other Management Team | 0.4 % |
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
MANAGEMENT'S SALARIES AND FEES
The Board of Directors decides on the remuneration and its criteria for the CEO and members of the Management Team. The salary of the CEO and members of Management Team consists of a monthly salary, bonus and share-based incentive arrangement. The Board of Directors decides the terms of bonuses annually. The CEO's and Management Team's bonuses are paid on the basis of personal goals set for the financial year and certain profitability targets. In 2020, the bonus percent of total wages may not exceed 40 percent for CEO and 40 percent for other Management Team members.
The Group CEO is entitled to the statutory pension and the retirement age is determined within the framework of statutory earnings-related pension plans. The CEO's retirement age is 63 years under the current legislation. Termination period for the CEO's employment contract is 6 months, and he/she is entitled to the salary for the termination period as well as the performance bonus until the termination date. In addition, if the Company terminates the contract, CEO is entitled under certain conditions to the amount corresponding to twelve months' total salary.
| For the year ended December 31, | ||
|---|---|---|
| EUR thousand | 2020 | 2019 |
| Management Team salaries and other benefits (except CEO) | ||
| Wages, salaries and benefits | 1,369 | 1,315 |
| Pension costs -defined contribution plans | 270 | 324 |
| Share-based benefits | 47 | 187 |
| Total | 1,686 | 1,826 |
| CEO salaries and benefits | ||
| Wages, salaries and benefits | 263 | 253 |
| Pension costs -defined contribution plans | 51 | 62 |
| Share-based benefits | 10 | 42 |
| Total | 324 | 357 |
| Board of Directors salaries and benefits | ||
| Harri Sivula | 47 | 22 |
| Reija Laaksonen | 27 | 22 |
| David Nuutinen | 27 | 20 |
| Jokke Paananen | 27 | 20 |
| Antti Mäkelä (from April 21, 2020) | 20 | - |
| Tuomo Vähäpassi (from April 21, 2020) | 20 | - |
| Matti Virtanen (until April 21, 2020) | 12 | 36 |
| Vesa Uotila (until December 31, 2019) | - | 22 |
| Total | 179 | 143 |
| Management and Board of Directors compensation in total | 2,188 | 2,326 |
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
SOURCES OF UNCERTAINTY AND MANAGERIAL JUDGMENTS - MANAGEMENT HOLDINGS
The Group estimates whether the other management holdings than earned as a part of a share-based payment incentive scheme, include an incentive plan. Judgment is required when classifying the plan (as cash or equity-settled payments or arrangement with alternatives) and measuring the plan. Fair values of grant dates of the benefits, including in the arrangements have to be assessed for measurement.
In January 2020, the Board of Directors of Kamux Corporation decided to approve the terms and conditions for the earnings period of year 2020 share-based incentive plan (LTI2020).
The earnings criteria applicable to years 2018-2020 plans are equivalent to each other by their essential parts. The amount of any gross reward paid pursuant to the plan for the earnings period is determined by the achievement of goals set for the earnings criteria. The earnings criterion applicable for the 2018 earnings period was achieving the EBIT target for 2018 set by the Board of Directors, the earnings criterion applicable for the 2019 earnings period was achieving the EBIT target for 2019 set by the Board of Directors and the earnings criterion applicable for the 2020 earnings period was achieving the EBIT target for 2020 set by the Board of Directors. Rewards resulting from the plan
LTI2018 were paid in shares and cash during spring 2019. Rewards resulting from the plan LTI2019 were paid in shares and cash during spring 2020. Any rewards resulting from the plan LTI2020 will be paid in shares and/or in cash after the end of the earnings period during spring 2021. The key terms and conditions for the earnings periods are described in the table below.
The plans are accounted for as an equity-settled payment with net settlement features. The plans have one year earnings period followed by a two-year commitment period. The fair value of the plans were determined on the grant date. The fair value of the each plan is expensed during the three years until the end of the commitment period. In the financial year 2020 the employee benefit expenses included EUR 0.2 million and in 2019 EUR 0.3 million costs accrual related to the share-based incentive scheme.
SHARE-BASED INCENTIVE SCHEME
In April 2017, the Board of Directors of Kamux Corporation decided to establish a share-based incentive scheme for the Group's key personnel. The share-based incentive scheme comprises of separate yearly incentive plans based on the judgment of the Board of Directors of Kamux Corporation. The key personnel belonging to the scheme are Management Team members and also other key management personnel.
In December 2017, the Board of Directors of Kamux Corporation decided to approve the terms and conditions for the earnings period of year 2018 share-based incentive plan (LTI2018).
In January 2019, the Board of Directors of Kamux Corporation decided to approve the terms and conditions for the earnings period of year 2019 share-based incentive plan (LTI2019).
KEY TERMS AND CONDITIONS OF THE SHARE-BASED INCENTIVE SCHEME
| Share-based incentive plan | LTI2020 | LTI2019 |
|---|---|---|
| Nature of the scheme | Shares | Shares |
| Initial grant date | January 16, 2020 | January 23, 2019 |
| Maximum amount of shares granted, pcs | about 180,000 | about 180,000 |
| Earnings and commitment period, years | 3 | 3 |
| Vesting conditions | To reach the EBIT target and remaining employment contract on Dec 31, 2022 | To reach the EBIT target and remaining employment contract on Dec 31, 2021 |
| Number of people entitled to participate | about 30 | about 20 |
| Payment method | Share and/or cash | Share and/or cash |
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
MEASUREMENT FACTORS FOR THE SHARES GRANTED
| LTI2020 | LTI2019 | |
|---|---|---|
| Amount of shares at target level, pcs | 84,200 | 91,350 |
| Weighted average of share prices on grant dates, EUR | 7.74 | 5.65 |
| Return on equity requirement, % | 11.29 % | 12.19 % |
| Estimated wastage during the vesting period, % | 10.00 % | 10.00 % |
| Fair value of the scheme on the grant date, MEUR | 0.6 | 0.5 |
CHANGES IN THE SHARE-BASED INCENTIVES DURING THE PERIOD
| shares | 2020 | 2019 |
|---|---|---|
| January, 1 outstanding | 151,403 | 60,246 |
| Earned during the period | 9,383 | 94,825 |
| Vested during the period | -44,988 | 0 |
| Forfeited during the period | -26,977 | -3,668 |
| December 31, outstanding | 88,821 | 151,403 |
ACCOUNTING POLICY
- SHARE-BASED INCENTIVE SCHEME
Kamux's share-based incentive scheme is considered as an equity-settled payment, and the compensation costs are recognized based on the number of gross shares awarded. Any rewards resulting from the scheme will be paid after the end of the earnings period in the company's shares unless the Board of Directors decides to pay the reward partly or fully in cash. Where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority, the whole award will be treated as if it was equity-settled provided it would have been equity-settled without the net settlement feature.
The earnings period for the yearly plans granted under the incentive scheme is a calendar year, followed by a two-year commitment period. The fair value of a share incentive is determined on the grant date of each yearly plan. This fair value of the plan is expensed during three years until the end of the commitment period. The effect of the scheme in profit or loss is presented in personnel expenses and the corresponding increase is presented in the equity.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
5.4 SHARE CAPITAL AND RESERVES
Movements in the number of outstanding shares, treasury shares and total registered shares during the financial periods were as follows:
| Number of shares, 1 000 pcs | Shares outstanding | Treasury shares | Total shares | Treasury shares EUR million |
|---|---|---|---|---|
| December 31, 2019 | 39,987 | - | 39,987 | - |
| Share issue | 30 | - | 30 | - |
| Return of share-based payments | -2 | 2 | - | - |
| December 31, 2019 | 40,015 | 2 | 40,017 | - |
| Acquisition of treasury shares | -82 | 82 | - | -0.5 |
| Conveyance of treasury shares | 52 | -52 | - | 0.3 |
| Return of share-based payments | -11 | 11 | - | - |
| December 31, 2020 | 39,974 | 44 | 40,017 | -0.2 |
The Company has one share class and each share has an equal right to dividend. Each share carries one vote at the general meeting. All issued shares are fully paid and they do not have par value.
Dividend distribution, acquisition or redemption of the treasury shares or other distribution of funds to the Company's shareholders require the fulfilment of certain terms of the financing agreement. For the financial year 2020, the Board of Directors proposes a dividend of EUR 9.6 million (EUR 0.24 per share). The Company paid a dividend of EUR 9.2 million (EUR 0.23 per share) in spring and autumn 2020 in two instalments.
The Board proposes that the dividend for the financial year 2020 will be paid in two instalments. The first dividend instalment, EUR 0.11 per share, is to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the first dividend instalment payment record date of April 23, 2021. The Board proposes that the first dividend instalment pay date be April 30, 2021. The second dividend instalment is to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the second dividend instalment payment record date of October 22, 2021. The Board proposes that the second dividend instalment pay date be October 29, 2021. The Board proposes that it be authorized to decide, if necessary, on a new dividend payment record date and pay date for the second instalment if the rules and statutes of the Finnish book-entry system change or otherwise so require.
The subscription price of new shares is recognized as share capital unless it is determined in the share issue decision to be booked entirely or partly into the reserve for invested unrestricted equity. Payments to the reserve for invested unrestricted equity can be also done without a share issue. The number of shares which have been paid but not yet registered at the end the financial year are entered to the share issue account.
The Company's share capital is EUR 80 thousand.
MOVEMENTS IN THE EQUITY RESERVES ARE AS FOLLOWS:
Acquisition, conveyance and returning of treasury shares in 2020
In March 2020 the Company acquired 82,360 own shares from the stock market. In consequence to the acquisition the retained earnings decreased by EUR 0.5 million. In April 2020, the company issued a total of 40,729 shares held by the company to the key personnel of the Kamux Group for the payment of the share-based incentive scheme of 2019. In May, the company transferred to the Members of the Board of Directors a total of 11,668 shares held by the company as a part of the annual compensation. In consequence to the transfer the retained earnings increased by EUR 0.3 million. In 2020, a total of 11,421 shares were in June, 1,231 shares in October and 7,745 shares in November were returned to the company without consideration due to the termination of employment of persons covered by the scheme. At the end of the review period, the company held 43,707 treasury shares, representing 0.11% of all shares.
Directed share issue in 2019
In March 2019, the Company issued a total of 30,126 new shares in a share issue without consideration directed to the key personnel of the Kamux Group for the payment of share-based incentive scheme of 2018. The new shares were registered in the Finnish Trade Register on March 14, 2019. During the year 2019, a total of 2,323 shares of these new shares were returned to the company without consideration due to the termination of employment of persons belonging to the scheme. At the end of the review period, the Company held 2,323 treasury shares, representing 0.01% of all shares.
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
5.5 DEFERRED TAX
| EUR million | January 1, | Recognized through profit or loss | December 31, |
|---|---|---|---|
| 2020 | |||
| Deferred tax assets | |||
| Provisions | 0.4 | 0.0 | 0.5 |
| Tax losses carried forward | - | 0.7 | 0.7 |
| Depreciation and amortization, inventory and lease agreements | 0.1 | 0.1 | 0.2 |
| Total | 0.5 | 0.8 | 1.4 |
| Deferred tax liabilities | |||
| Loans from financial institutions | 0.0 | 0.0 | 0.0 |
| Accrued expenses and deferred income | 0.1 | -0.1 | 0.0 |
| Total | 0.1 | -0.1 | 0.0 |
| Total net | 0.4 | 0.9 | 1.3 |
| 2019 | |||
| --- | --- | --- | --- |
| Deferred tax assets | |||
| Provisions | 0.4 | 0.1 | 0.4 |
| Depreciation and amortization, inventory and lease agreements | 0.0 | 0.1 | 0.1 |
| Total | 0.4 | 0.1 | 0.5 |
| Deferred tax liabilities | |||
| --- | --- | --- | --- |
| Loans from financial institutions | 0.0 | -0.0 | 0.0 |
| Accrued expenses and deferred income | - | 0.1 | 0.1 |
| Total | 0.0 | 0.1 | 0.1 |
| Total net | 0.4 | 0.0 | 0.4 |
Deferred tax assets and liabilities are offset only when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes relate to the taxes collected by the same fiscal authority. In Sweden, the Group had unused tax losses EUR 3.4 million as of December 31, 2020 and EUR 4.3 million as of December 2019, and in Germany EUR 10.2 million as of December 31, 2020 and EUR 7.9 million as of December 31, 2019. These losses will not expire under the current tax regulations. In 2020 a deferred tax receivable of EUR 0.7 million was recognized from the unused tax losses carried forwards in Sweden.
No deferred tax asset has been recognized for the unused tax losses carried forwards in Germany due to the operating losses of the early phase of operations.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
ACCOUNTING POLICY - DEFERRED TAX BALANCES
Deferred tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax liabilities are recognized for all taxable temporary differences, except for deferred tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognized on deductible temporary differences only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
SOURCES OF UNCERTAINTY AND MANAGERIAL JUDGMENTS - DEFERRED TAX ASSETS ON TAX LOSSES CARRIED FORWARD
At the end of each reporting period, the management makes judgment in assessing the conditions for the recognition of deferred tax assets on tax losses carried forwards. The unused tax losses carried forwards can be utilized against the future taxable profit in a company in which they have been arosen. The management estimates the probability of the availability of future taxable profits or the existence of other reliable evidence on availability of future taxable profits against which the unused tax losses carried forwards can be utilized.
KAMIX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
5.6 EVENTS AFTER THE REPORTING DATE
On January 5, 2021 Kamux announced that the Tampere Lielahti showroom will relocate to new premises.
On January 12, 2021 Kamux announced the opening of a mega store in Gothenburg.
On January 20, 2021 Kamux announced, that Germany extends lock-down and Kamux's car sales continues solely online.
On February 3, 2021 Marjo Nurmi (Master of Health Science, b. 1975) was appointed as Chief People Officer and as Member of the Management Team of Kamux Corporation.
On February 26, 2021 published its strategy for the period 2021–2023.
On February 26, 2021 the Board of Directors of Kamux Corporation decided to approve the new long-term incentive plan for the Group's key persons for 2021–2023.
5.7 NEW AND FORTHCOMING IFRS STANDARDS
NEW AND REVISED STANDARDS EFFECTIVE IN JANUARY 1, 2020
In preparing these consolidated financial statements, Kamux has followed the same accounting policies as in the annual financial statements for 2019. The changes of the IFRS standards and interpretations effective for periods after January 1, 2021 were amendments to existing standards, as for example clarifications of the definitions of "material" or "business operations" and reliefs on accounting treatment of concessions granted to lessees in consequence of covid-19 pandemic. These changes had no material impact on the consolidated financial statements and the Group has not applied the reliefs.
Also, the IASB issued a revised Conceptual framework which key changes included increase of the prominence of stewardship in the objective of financial reporting, renewal of the definitions of an asset and a liability, removal of the probability threshold for recognition and adding guidance on derecognition, among others. The amendment came effective for accounting periods beginning on or after January 1, 2020. The revision had no material impact on the consolidated financial statements.
NEW AND REVISED STANDARDS TO BE ADOPTED IN LATER FINANCIAL YEARS
Kamux has not yet applied the following new and revised standards and interpretations already issued and that are endorsed by the European Union but will be effective on financial years beginning on or after January 1, 2021. The Group will adopt them as of the effective date or, if the date is other than the first day of the financial year, from the beginning of the subsequent financial year. The amendments are considering the effects of interest rate benchmark reform (IBOR) on financial statements reporting. Management estimates that the amendments will not have a material effect on the consolidated financial statements.
KAMUX ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
PARENT COMPANY FINANCIAL STATEMENTS
KAMIX ANNUAL REPORT 2020
123
FINANCIAL STATEMENTS 2020
PARENT COMPANY INCOME STATEMENT (FAS)
| For the year ended December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| REVENUE | 4.1 | 4.2 |
| Other operating income | 0.0 | 0.0 |
| Expenses | ||
| Materials and services | ||
| Purchases of materials | -0.0 | 0.0 |
| Total materials and services | -0.0 | 0.0 |
| Personnel expenses | ||
| Salaries and fees | -1.7 | -2.0 |
| Social security expenses | ||
| Pension expenses | -0.3 | -0.3 |
| Other social security expenses | 0.0 | 0.0 |
| Total personnel expenses | -2.0 | -2.3 |
| Depreciation and amortization | ||
| Depreciation and amortization according to plan | -0.0 | -0.0 |
| Other operating expenses | -2.4 | -1.9 |
| Total expenses | -4.5 | -4.2 |
| OPERATING LOSS | -0.3 | -0.1 |
| Financial income and expenses | ||
| Interest and other financial income | ||
| From Group companies | 1.2 | 2.8 |
| From others | 1.8 | 0.9 |
| Total | 3.0 | 3.7 |
| Interest and other financial expenses | ||
| To others | -2.3 | -1.3 |
| Total | -2.3 | -1.3 |
| Total financial income and expenses | 0.7 | 2.3 |
| PROFIT BEFORE APPROPRIATIONS AND TAXES | 0.4 | 2.3 |
| Appropriations | ||
| Group contributions received | 25.0 | 20.0 |
| Total appropriations | 25.0 | 20.0 |
| Direct taxes | -5.1 | -4.5 |
| PROFIT FOR THE FINANCIAL YEAR | 20.3 | 17.8 |
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
PARENT COMPANY BALANCE SHEET (FAS)
| EUR million | At December 31, | EUR million | At December 31, | ||
|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||
| ASSETS | LIABILITIES AND EQUITY | ||||
| NON-CURRENT ASSETS | Equity | ||||
| Intangible assets | Share capital | 0.1 | 0.1 | ||
| Intangible rights | 0.0 | 0.0 | Invested non-restricted equity reserve | 25.3 | 25.3 |
| Total | 0.0 | 0.0 | Retained earnings | 45.8 | 37.3 |
| Investments | Profit for the year | 20.3 | 17.8 | ||
| Investments in subsidiaries | 38.3 | 34.8 | Total | 91.5 | 80.5 |
| Total | 38.3 | 34.8 | Liabilities | ||
| CURRENT ASSETS | Non-current liabilities | ||||
| Non-current receivables | Loans from financial institutions | 15.0 | 16.5 | ||
| Non-current receivables from Group companies | 5.6 | 7.8 | Liabilities to Group companies | 4.7 | 4.5 |
| Total | 5.6 | 7.8 | Current liabilities | ||
| Current receivables | Interest-bearing | ||||
| Receivables from Group companies | 59.3 | 36.4 | Loans from financial institutions | 2.0 | 3.0 |
| Other receivables | 0.2 | 0.1 | Liabilities to Group companies | 0.1 | 0.1 |
| Prepaid expenses and accrued income | 0.1 | 0.0 | Non-interest-bearing | ||
| Total | 59.7 | 36.5 | Trade payables | 0.2 | 0.2 |
| Investments | Liabilities to Group companies | 0.3 | 0.2 | ||
| Other shares and similar rights of ownership | 4.0 | - | Other current liabilities | 0.1 | 0.1 |
| Accrued expenses and deferred income | 0.6 | 1.6 | |||
| Cash at hand and in banks | 6.8 | 27.4 | Total | 22.9 | 26.1 |
| TOTAL ASSETS | 114.4 | 106.7 | TOTAL LIABILITIES AND EQUITY | 114.4 | 106.7 |
KAMIX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
PARENT COMPANY CASH FLOW STATEMENT (FAS)
| For the year ended December 31, | ||
|---|---|---|
| EUR million | 2020 | 2019 |
| Profit for the financial year | 20.3 | 17.8 |
| Adjustments: | ||
| Financial income and expenses | -0.7 | -2.3 |
| Group contributions received | -25.0 | -20.0 |
| Depreciation and amortization | 0.0 | 0.0 |
| Direct taxes | 5.1 | 4.5 |
| Change in net working capital: | ||
| Change in trade and other receivables | -0.2 | 0.2 |
| Change in trade and other payables | -0.1 | -0.4 |
| Interests paid and payments on other operating expenses | -0.6 | -0.4 |
| Interests received | 1.1 | 2.9 |
| Taxes paid | -5.9 | -3.7 |
| Net cash from/in operating activities (A) | -6.2 | -1.5 |
| Investments in subsidiaries | - | -1.0 |
| Net cash from/in investing activities (B) | - | -1.0 |
| Repayments of bank loans | -12.5 | -3.0 |
| Proceeds from bank loans | 10.0 | - |
| Net change of intra-group receivables and payables | -18.6 | 10.1 |
| Dividends paid | -9.2 | -6.4 |
| Purchase of treasury shares | -0.5 | - |
| Proceeds from share issues | 0.3 | - |
| Group contributions received | 20.0 | 16.5 |
| Net cash from/in financing activities (C) | -10.4 | 17.2 |
| Change in cash (A+B+C) | -16.6 | 14.7 |
| Cash at hand and in bank at the beginning of the financial year | 27.4 | 12.7 |
| Cash at hand and in bank at the end of the financial year | 10.8 | 27.4 |
ACCOUNTING PRINCIPLES OF THE PARENT COMPANY FINANCIAL STATEMENTS
GENERAL INFORMATION
The financial statements of Kamux Corporation are prepared in accordance with Finnish Accounting Standards (FAS). The accounting principles of the consolidated financial statements are applied to the appropriate extent in the preparation of the Company's financial statements. In the following paragraphs are described the accounting principles of the parent company to the extent they differ from the accounting principles for the consolidated financial statements.
REVENUE
Revenue of the Company consists of intra-group management fees.
INTRA-GROUP RECEIVABLES AND LIABILITIES
Intra-group receivables and liabilities of the Company consist of intra-group transactions. Receivables are recognized in the balance sheet at lower of their nominal value and their probable value, whichever is lower. Liabilities are measured at their nominal value. Interest income and expenses relating to receivables and liabilities are recognized on accrual basis and accrued to the financial year on the basis of the time period.
LOANS AND INTEREST EXPENSES
Loans from banks are recognized at their nominal value. Transaction costs related to loans are expensed at the time of taking out a loan. Interest expenses of the loans are recognized in the income statement on accrual basis and accrued to the financial year on the basis of the time period.
DEFERRED TAX ASSETS
The Company does not recognize deferred tax assets in the financial statements of the parent company.
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
NOTES TO THE PARENT COMPANY'S FINANCIAL STATEMENTS
| EUR million | 2020 | 2019 | EUR million | 2020 | 2019 |
|---|---|---|---|---|---|
| Revenue | Non-current assets | ||||
| Services to Group companies | 4.1 | 4.2 | Intangible rights | ||
| Total | 4.1 | 4.2 | opening balance Jan 1 | - | 0.0 |
| amortizations during the financial year | - | 0.0 | |||
| Revenue | closing balance Dec 31 | - | - | ||
| Geographical distribution | Other capitalized long term expenditures | ||||
| Domestic | 2.7 | 3.1 | opening balance Jan 1 | 0.0 | 0.0 |
| Other Europe | 1.4 | 1.0 | amortizations during the financial year | 0.0 | 0.0 |
| Total | 4.1 | 4.2 | decreases during the financial year | - | 0.0 |
| transfers between item | - | 0.0 | |||
| Personnel expenses and fees | closing balance Dec 31 | 0.0 | 0.0 | ||
| Salaries and fees | 1.7 | 2.0 | Investments | ||
| Pension expenses | 0.3 | 0.3 | investments in subsidiaries | ||
| Other social security expenses | 0.0 | 0.0 | opening balance Jan 1 | 34.8 | 32.8 |
| Total | 2.0 | 2.3 | additions during the financial year | 3.5 | 2.0 |
| closing balance Dec 31 | 38.3 | 34.8 | |||
| Number of personnel | 10 | 9 | Non-current receivables from Group companies | ||
| Other operating expenses | Non-current loan receivables from Group companies | 3.7 | 6.3 | ||
| Non-current interest receivables | 1.8 | 1.6 | |||
| Voluntary personnel expenses | 0.0 | 0.1 | Total | 5.6 | 7.8 |
| Travel expenses | 0.0 | 0.1 | Current receivables from Group companies | ||
| Marketing expenses | 0.0 | 0.1 | |||
| Administrative services | 2.0 | 1.4 | |||
| Other administrative expenses | 0.1 | 0.1 | Current loan receivables from Group companies | 56.5 | 34.0 |
| Other operating expenses | 0.3 | 0.2 | Interest receivables | 0.9 | 1.0 |
| Total | 2.4 | 1.9 | Trade receivables | 1.9 | 1.3 |
| Total | 59.3 | 36.4 | |||
| Auditor's remuneration | Shares | ||||
| Audit fee | 0.1 | 0.1 | |||
| Other services from main auditor | 0.0 | - | Group companies | ||
| Total | 0.1 | 0.1 | Kamux Suomi Oy | 100% | 100% |
| Suomen Autorahaksi Oy (100%) | |||||
| Appropriations | |||||
| Group contribution received | 25.0 | 20.0 | KMX Holding AB | 100% | 100% |
| Total | 25.0 | 20.0 | Kamux AB (100%) | ||
| Kamux Auto GmbH | 100% | 100% |
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
| EUR million | 2020 | 2019 |
|---|---|---|
| Changes in equity during the financial year | ||
| Share capital on Jan 1 | 0.1 | 0.1 |
| Share capital on Dec 31 | 0.1 | 0.1 |
| Invested non-restricted equity reserve on Jan 1 | 25.3 | 25.3 |
| Invested non-restricted equity reserve on Dec 31 | 25.3 | 25.3 |
| Retained earnings on Jan 1 | 55.1 | 43.7 |
| Dividend distribution | -9.2 | -6.4 |
| Acquisition of treasury shares | -0.5 | - |
| Sale or conveyance of treasury shares | 0.3 | - |
| Retained earnings on Dec 31 | 45.8 | 37.3 |
| Profit/loss for the financial year | 20.3 | 17.8 |
| Total equity | 91.5 | 80.5 |
| Distributable earnings Dec 31 | ||
| Retained earnings | 45.8 | 37.3 |
| Profit for the financial year | 20.3 | 17.8 |
| Invested non-restricted equity fund | 25.3 | 25.3 |
| Total | 91.4 | 80.4 |
| Loans from financial institutions | ||
| Nordea Pankki Suomi Oyj | ||
| Instalments to be paid within one year | 2.0 | 3.0 |
| Instalments to be paid after one year | 15.0 | 16.5 |
| Total | 17.0 | 19.5 |
| Other liabilities | ||
| Current other liabilities | 0.1 | 0.1 |
| Total | 0.1 | 0.1 |
| Non-current loans to Group companies | ||
| Non-current loan liabilities to Group companies | 4.7 | 4.5 |
| Total | 4.7 | 4.5 |
| EUR million | 2020 | 2019 |
| --- | --- | --- |
| Current loans to Group companies | ||
| Current loans to Group companies | 0.1 | 0.1 |
| Trade payables | - | 0.0 |
| Accrued expenses and deferred income | 0.3 | 0.2 |
| Total | 0.3 | 0.3 |
| Accrued expenses and deferred income | ||
| Personnel expenses | 0.5 | 0.8 |
| Taxes | - | 0.9 |
| Other | 0.0 | 0.0 |
| Total | 0.6 | 1.6 |
| Pledges and guarantees | ||
| Loans | 29.0 | 29.5 |
| Amount in use | 17.0 | 19.5 |
| Guarantees given on loans | ||
| General guarantee | ||
| Business mortgages | ||
| Total bearer bonds | 26.0 | 26.0 |
| Special guarantee | ||
| Business mortgages | ||
| Total bearer bonds | 26.0 | 26.0 |
| Pledged subsidiary shares | ||
| Total shares of Kamux Auto GmbH | ||
| Total shares of KMX Holding Ab | ||
| Total shares of Kamux Suomi Oy | ||
| Kamux Oyj has given non-restricted general guarantee on behalf of its subsidiaries in Finland, Sweden and Germany and pledged the shares of these subsidiaries. |
KAMUX
ANNUAL REPORT 2020
FINANCIAL STATEMENTS 2020
SIGNATURES FOR THE REPORT BY THE BOARD OF DIRECTORS AND THE FINANCIAL STATEMENTS
Hämeenlinna, February 25, 2021
Harri Sivula
Chairman of the Board
Reija Laaksonen
Member of the Board
Antti Mäkelä
Member of the Board
David Nuutinen
Member of the Board
Jokke Paananen
Member of the Board
Tuomo Vähäpassi
Member of the Board
Juha Kalliokoski
CEO
The Auditor's Note
A report on the audit performed has been issued today.
Helsinki, February 25, 2021
PricewaterhouseCoopers Oy
Authorized Public Accountants
Janne Rajalahti
Authorized Public Accountant
KAMIX ANNUAL REPORT 2020
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AUDITOR'S REPORT
AUDITOR'S REPORT (TRANSLATION OF THE FINNISH ORIGINAL)
To the Annual General Meeting of Kamux Oyj
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
In our opinion
- the consolidated financial statements give a true and fair view of the group's financial position and financial performance and cash flows in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU
- the financial statements give a true and fair view of the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of the financial statements in Finland and comply with statutory requirements.
Our opinion is consistent with the additional report to the Audit Committee.
What we have audited
We have audited the financial statements of Kamux Oyj (business identity code 2442327-8) for the year ended 31 December 2020. The financial statements comprise:
- the consolidated balance sheet, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, including a summary of significant accounting policies
- the parent company's balance sheet, income statement, statement of cash flows and notes.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, the non-audit services that we have provided to the parent company and to the group companies are in accordance with the applicable law and regulations in Finland and we have not provided non-audit services that are prohibited under Article 5(1) of Regulation (EU) No 537/2014. The non-audit services that we have provided are disclosed in note 2.4 to the Financial Statements.
Our Audit Approach
Overview

- Overall group materiality: € 2 600 000, calculated based on a combination of revenue and profit before tax.
- Our audit procedures covered all countries and group locations significant to the Group, with emphasis on the most prominent locations in Finland and Sweden.
- Valuation of inventories
- Accuracy of repair liability provision related to car sales
- Valuation of subsidiary shares
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as set out in the table on next page. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial statements as a whole.
KAMUX ANNUAL REPORT 2020
AUDITOR'S REPORT
| OVERALL GROUP MATERIALITY | € 2,600,000 (previous year € 2,600,000) |
|---|---|
| HOW WE DETERMINED IT | An average of 5 % of profit before tax and 1 % of revenue. Weighted 60 % profit before tax and 40% revenue. |
| RATIONALE FOR THE MATERIALITY BENCHMARK APPLIED | The Kamux company in a strong growth phase and the company's strategy focuses on revenue growth targets. We chose a combination of profit before tax and revenue as the benchmark because, in our view, these are benchmarks against which the performance of the company is most commonly measured by readers of the financial statements. We chose 5 % of profit before tax and 1 % of revenue which are within the ranges of acceptable quantitative materiality thresholds in auditing standards. |
How we tailored our group audit scope
We tailored the scope of our audit taking into account the structure of the group, the industry in which the group operates and the accounting processes and controls.
Our audit procedures covered all significant components of the group. The audit of the consolidated financial statements was focused on the most significant locations in Finland and Sweden, where we performed an audit based on the size of the companies and the characteristics of the risks. In other group companies we have performed analytical audit procedures to mitigate the risk of material misstatements in the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
KAMUX ANNUAL REPORT 2020
KAMUX
ANNUAL REPORT 2020
AUDITOR'S REPORT
| KEY AUDIT MATTER IN THE AUDIT OF THE GROUP | HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER |
|---|---|
| Valuation of inventories | |
| Refer to note 3.1. | |
| Kamux measures inventory (93,6 million eur) at lower of cost and net realizable value. The cost of an individual car included in the inventory balance is determined using the purchase price for the car including directly attributable repair costs for reconditioning the car for selling purposes. | |
| At the reporting date, a detailed review for net realizable value is executed for cars that have been in inventory for more than 90 days. | |
| Valuation of inventories is a key audit matter due to the size of the balance and the level of management judgement involved in the estimation process. | Our audit procedures included obtaining an understanding of management's processes and controls related to the accuracy of the valuation of inventories. |
| In our audit we evaluated the appropriateness of the valuation principles of the group and their application to the valuation of inventories. | |
| We evaluated management's estimate of the need for write-downs for cars over 90 days in stock. We evaluated the accuracy of the write-downs compared to the group valuation principles, subsequent sales transactions and other circumstances identified during the audit. | |
| We tested the value of a sample of cars included in inventory at year-end. We compared the inventory value of the cars in the sample to purchase costs. | |
| We tested the net realizable value of a sample included in inventory at year-end. We compared the inventory value of the cars in the sample to a subsequent sale price or market value. | |
| KEY AUDIT MATTER IN THE AUDIT OF THE GROUP | HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER |
| Accuracy of repair liability provision related to car sales | |
| Refer to note 2.3 | |
| Estimated repair liability costs (3.1 million eur) is recognized as repair liability provisions when the car is sold. The amount of repair liability provision is based on historical statistics about realized repair liability costs and the estimated trends of repair liability costs. | |
| The accuracy of the repair liability provision is a key audit matter due to the level of management judgement involved in the estimation process. | To assess the adequacy and accuracy of the repair liability provision we compared actual repair costs to management's calculation of the provision. We also reconciled the repair liability provision to the company's calculation of historical statistics. |
| We interviewed management to identify events which could have an impact on the repair liability costs in near future. | |
| We tested costs that have occurred in the subsequent financial year to detect any material costs that should have been taken into account when calculating the provision. | |
| KEY AUDIT MATTER IN THE AUDIT OF THE PARENT COMPANY | HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER |
| Valuation of subsidiary shares in the parent company's financial statements | |
| Refer to parent company's financial statement notes. | |
| Valuation of subsidiary shares is a key audit matter due to the size of the balance and the level of management judgement involved in the estimation process. | |
| As at 31 December 2020 the value of Kamux Oyj's subsidiary shares amounted to € 38,3 million in the parent company's financial statements prepared in accordance with Finnish GAAP. | |
| The valuation of subsidiary shares is tested as part of the group impairment testing based on the discounted cash flow model. | We reviewed management's impairment test of subsidiary shares. We assessed the appropriate-ness of the method and assumptions used in the impairment test. |
| We evaluated the process of preparing the forecasted cashflows, e.g. by comparing the forecasts to medium term strategic plans and estimates approved by the board and by testing key assumptions. | |
| We compared the current year actual results to those included as estimates in the prior year impairment test. | |
| We interviewed management about subsequent events which might require changes to management's estimates regarding the subsidiaries' ability to generate income or the valuation of subsidiary shares. | |
| There are no significant risks of material misstatement referred to in Article 10(2c) of Regulation (EU) No 537/2014 with respect to the consolidated financial statements or the parent company financial statements. |
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AUDITOR'S REPORT
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company's and the group's ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or to cease operations, or there is no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company's or the group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of the Board of Directors' and the Managing Director's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company's or the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the
parent company or the group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
KAMIX ANNUAL REPORT 2020
AUDITOR'S REPORT
OTHER REPORTING REQUIREMENTS
Appointment
We were first appointed as auditors by the annual general meeting on 9 October 2015. Our appointment represents a total period of uninterrupted engagement of six years.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Other Information
The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report, but does not include the financial statements and our auditor's report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor's report and the Annual Report is expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
In our opinion
- the information in the report of the Board of Directors is consistent with the information in the financial statements
- the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
Helsinki 25 February 2021
PricewaterhouseCoopers Oy
Authorised Public Accountants
Janne Rajalahti
Authorised Public Accountant (KHT)
KAMIX ANNUAL REPORT 2020
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KAMUX CORPORATION
PAROLANTIE 66A
13130 HÄMEENLINNA, FINLAND
WWW.KAMUX.COM