Annual Report • Mar 25, 2024
Annual Report
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Kamux is a retail chain specialized in used cars and related integrated services that has grown rapidly. Kamux combines online shopping with an extensive showroom network to provide its customers with a great service experience anytime, anywhere.
We serve our customers in our showrooms and digital channels in Finland, Sweden and Germany. At the end of 2023, Kamux had a total of 78 showrooms. Since its founding in 2003, as many as over 500,000 used cars have found a new owner through Kamux.
#1
used car retailer in Europe.
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This Annual Report is not a European Single Electronic Format (ESEF) regulation compliant xHTML document. The ESEF-compliant Board of Directors' report and Financial Statements 2023 are available in Finnish at www.kamux.com/en/releases-and-publications/reports-and-presentations/.
The Annual Report is published in Finnish and in English. In case of doubt, the Finnish version is authoritative.

+3.2%

Average number of employees during 2023


Finland Sweden Germany

Revenue 1,002.1 EUR million +3.5%
Adjusted operating profit
18.0
EUR million
68,257 pcs +8.5%
Dividend proposal EUR 0.17 per share, 71% of the profit for the financial year
Kamux's year 2023 Corporate Governance Statement Remuneration Report Report by the Board of Directors and Financial Statements







The year 2023 was dynamic and full of action. There were many very pleasant events like Kamux celebrating its 20th anniversary, and us exceeding the milestone of 500,000 sold cars and the benchmark of EUR 1 billion revenue. One of the main events of the year was also the transition of CEO duties from the founder Juha Kalliokoski at the beginning of June. During the year, we shifted into a new gear in many areas of our operations. The past year marked the end of our strategy period, and during it we launched new initiatives and made significant updates to our network in all operating countries. Even though inflation and high interest rates kept consumer confidence at a low level and purchase intentions for durable goods were weak, the market for used cars was rather stable. Mobility needs remained unchanged, partially even increased and hence boosted demand which developed favorably during the year.
After a very modest start to the year, we were able to gear up sales and reached an important benchmark as our revenue exceeded one billion euros, increasing by 3.5% year-on-year. Regarding this, the strong performance of the Finnish business played a major role. Sales of integrated services continued at a good level, although the decrease in financial income was obviously impacted by the increased interest rates. Our adjusted

operating profit increased significantly in the fourth quarter and landed at EUR 18.0 million for the full year, presenting a growth of 3.2%.
In terms of sales volume, the year started on a very soft note but during the year the number of cars sold by Kamux developed favorably both in Finland and Germany. During Q3, we reached an all-time high sales record in our entire 20 year history and more than 19,000 cars found a new owner through Kamux. In 2023, Kamux sold more than 68,000 cars.
With the exception of Sweden, the sourcing market for used cars was normal during the year. However, the softer than normal demand for new cars as well as delivery challenges were still reflected as increased competitive action and higher prices in the global sourcing market for used cars.
During the full year, consumers' purchase decisions were impacted by the prevailing uncertainty concerning the development of different power sources, both in terms of technology as well as pricing. On top of this, the uncertainty related to the development of fuel and electricity prices as well as the sudden changes seen in the prices of new EVs, increased the insecurity. Consumer demand continued to be the highest in the segment of lower-priced combustion engine cars with economical fuel consumption.
During 2023, we maintained our position as the largest player in user car business in Finland. We maintained our position also in Germany, but in Sweden we unfortunately fell one step down and landed on 6th position.
During the year, we focused on improving our profitability and continued the determined implementation of our strategy by focusing on the basics of buying and selling cars, and inventory management. We took several measures to centralize and improve the efficiency of our operations in all our three markets.
In Finland and Sweden, we focused our operations on larger showrooms in line with our strategy and announced the opening of a new flagship showroom in Tampere in spring 2024. In Germany, we expanded our operations to new areas in Düren near the border between Belgium and the Netherlands, as well as in Hameln in Lower Saxony.
During the year, we also continued to develop our service experience in order to offer the best possible omnichannel customer experience through the seamless cooperation of our digital customer service channels and showrooms.
Towards the end of the year, we strengthened the team and appointed new members to the Group Management
Team. We appointed Aino Hökeberg as Chief Marketing and Concept Officer and Andy Rietschel as Kamux's Country Director for Sweden. In late 2023, we also announced the appointment of Jukka Havia as Chief Financial Officer.
At the Capital Markets Day held in March 2024, we announced Kamux's updated strategy and going forward, we will focus especially on customer experience and operational efficiency. In 2024, we will focus on continuing our profitable growth as well as the updates and maintenance measures for Kamux's concept in accordance with our plans.
I have had the pleasure to serve as Kamux's CEO since June 2023, and I am more than happy with the strong professionalism and the very persistent and dedicated contribution of all Kamux employees. For this I would like to pass my warmest thanks to the whole Kamux team. On top of this, I would also like to use the opportunity to warmly thank all our partners and especially our customers for their trust and seamless cooperation. It is a great privilege to together take Kamux to the next level.
Tapio Pajuharju CEO Kamux Corporation
Kamux is a retail chain specialized in used cars and related integrated services that has grown rapidly. Our operating model is a seamless combination of digital commerce and an extensive showroom network: Kamux wants to provide an excellent customer experience regardless of time and place.
Our operating model is based on professional sourcing and sales, low fixed costs, rapid inventory turnover, and sales of integrated services.

Kamux wants to offer best-in-class customer experience anytime and anywhere.
Kamux aims to offer each customer a competitively priced car that best meets their needs. We also acquire trade-in cars from our customers and sell them to new owners. We renew Finland's car fleet by importing newer cars with lower CO2 emissions compared to the average cars currently used on Finnish roads. We also offer a comprehensive selection of alternative power sources.
Kamux aims to be the forerunner of car retail by being trustworthy, open, and transparent. For our personnel, we are a fair and inspiring employer that provides employees with interesting and motivating career opportunities internationally.
Kamux's three responsibility themes are: Sensible choices, Worth the trust and Enthusiasm for work. The purpose of the goals and performance metrics related to the responsibility themes and topics defined by Kamux is to give an overall picture of the responsibility of our operations. We have grouped the responsibility topics that are material to our operations under the responsibility themes. For defining the material themes and topics, we have used customer feedback and questions, interviewed analysts and investors, and examined the information gathered from employee surveys.
We systematically review the relevance of the goals and performance metrics and develop monitoring and data collection as part of business management.
In 2023, we reviewed the material themes, goals and metrics of our responsibility program. We carried out a double materiality analysis and stakeholder interviews, elaborating on our responsibility program based on the results. Kamux's key stakeholders include customers, personnel, owners, partners, authorities, and decision-makers as well as the car industry. We will report in accordance with the new responsibility program starting from 2024.
Read more about our responsibility in the Statement of Non-financial Information included in the Report by the Board of Directors.

| UN Sustainable Development |
||||
|---|---|---|---|---|
| Themes and topics | Goals | Central metrics | Actual 2023 | Goals* |
| 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 (in Finland) |
• 68,257 pcs • 4.3 yrs / 57.5% |
|
| Promoting circular economy | • Maintenance and repair measures and equipment upgrades extend the life-cycle of cars |
• % of vehicles sold | • 64% | |
| Efficient operation | • We use resources sensibly 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 per sold vehicle | • 27 liters per sold vehicle |
|
| 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 | • Finland 0.03% • Sweden 0.09% |
|
| Excellent customer experience |
• Kamux offers smooth, transparent customer experiences, encouraging customers to recommend Kamux |
• Net Promoter Score (NPS)** | • 50 | |
| • We are the forerunner in car retail in creating a culture of trust and openness |
• Employee notifications through the whistleblowing channel are handled appropriately |
• 9 notifications received | ||
| Value for society | • We create economic well-being in society | • Salaries paid • Tax footprint |
• EUR 45 million • EUR 55.7 million |
|
| Enthusiasm for work | ||||
| Versatile career opportunities |
• We offer a dynamic work community with opportunities to develop as a car retail expert |
• Growth in number of personnel • Number of internal recruitments |
• 2 FTEs • 15 |
|
| Promoting expertise and well-being |
• 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 |
• Group average 4/5 • 59% |
|
| 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 |
• 11% women • 18 • 15–83 yrs |
* SDG 4: Ensure inclusive and equal high-quality education and lifelong learning opportunities,
SDG 8: Promote inclusive and sustainable economic growth, full and productive employment and decent work
SDG 12: Ensure sustainable consumption and production patterns
** In 2023, we switched to measuring customer satisfaction using the Net Promoter Score (NPS). Previously, we used the averages of Google reviews.
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 the rules and regulations of Nasdaq Helsinki Ltd. The company also adheres to 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 Association's website.
| Articles of Association, and the rules and regulations of Nasdaq Helsinki Ltd. The company | |||
|---|---|---|---|
| also adheres to the Finnish Corporate Governance Code 2020 issued by the Finnish Securities | |||
| Market Association. An unofficial English translation of the Finnish Corporate Governance Code | Shareholders' | General | Auditor |
| is available on the Association's website. | Nomination Board | Meeting | The General Meeting |
| The Corporate Governance Statement is issued as a separate statement from the Report of | The Nomination Board | The highest decision | elects the auditor, |
| the Board of Directors, and it will be published together with Kamux's Board of Directors' Report, | prepares proposals for | making body of | who audits the |
| financial statements and Remuneration Report for the year 2023. The statement, the subjects | the composition and | Kamux Corporation. | financial statements and the company's |
| it contains as well as other necessary and up-to-date investor information are available on the | remuneration of the Board of Directors. |
administration. | |
| company's website at kamux.com. | |||
| Corporate governance at Kamux | |||
| The bodies of Kamux are its General Meeting of shareholders, the Board of Directors and the | Board of Directors | ||
| CEO. The highest decision-making power in Kamux is exercised by the company's shareholders | The General Meeting | ||
| at the General Meeting. | elects the Board | ||
| The Board of Directors has two committees, the Audit Committee as well as the Personnel | members. The Board | ||
| and Remuneration Committee, which assist the Board in its duties. | sees to the strategic | ||
| The Board of Directors and the CEO are responsible for the management of the company. | Personnel and | management of | Audit Committee |
| The Management Team assists the CEO in operative management of the company and | Remuneration | the company. | The Audit Committee |
| Committee | supervises the financial | ||
| The auditor selected by the General Meeting acts as the audit body appointed by | The Committee | reporting process and | |
| the shareholders. | supports the Board of | monitors the efficiency | |
| The General Meeting has also decided on the Shareholders' Nomination Board, which | Directors and the top | of internal control and | |
| consists of the largest shareholders or members appointed by the largest shareholders. | management in matters | auditing, and the risk | |
| relating to personnel | management system, | ||
| General Meeting | and remuneration. | among others. | |
| The General Meeting of shareholders is the highest decision-making body of Kamux. The | CEO | ||
| Annual General Meeting shall be held once a year by the end of June. It decides on matters | The Board of Directors | ||
| in its authority, stipulated in the company's Articles of Association, and on proposals made to | appoints the CEO, | ||
| it. An Extraordinary General Meeting can be convened if needed. The Board of Directors is | who sees to the | ||
| required to organize an extraordinary meeting if requested in writing by a company auditor or | management of Kamux's | ||
| shareholders holding in total a minimum of 10 percent of the company's shares for the purpose | business operations. | ||
| of discussing a specific issue. | |||
| The duties of the General Meeting are defined in Kamux's Articles of Association and include: | Management | ||
| Adoption of the financial statements; | Team | ||
| Use of the profit shown on the balance sheet; | The Management Team | ||
| Discharging the members of the Board of Directors and the CEO from liability; | supports the CEO | ||
| Decision on the number of members in the Board of Directors; | in implementing the | ||
| Election of the members, Chairperson and Vice Chairperson of the Board of Directors, | strategy and managing | ||
| and the decision on their remuneration; | business operations. | ||
| Election of the auditor and the decision on his/her compensation. | |||
| ANNUAL REPORT 2023 | 13 |
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.
Kamux's Annual General Meeting was held on April 20, 2023, at Scandic Marina Congress Center at Katajanokanlaituri 6, 00160 Helsinki. The shareholders had the opportunity to exercise their voting rights also by advance voting.
The Annual General Meeting approved the financial statements for the year 2022, discharged the members of the Board of Directors and CEO from liability for the financial year 2022, decided on the distribution of dividends, elected the members, Chairperson and Vice Chairperson of the Board as well as the auditor for the term 2023–2024, and decided on the authorizations given to the Board. In addition, the General Meeting resolved that the Articles of Association be changed so that a General Meeting can be held as a so-called hybrid or remote meeting. Further, the Annual General Meeting approved the 2022 Remuneration Report for the Governing Bodies with an advisory resolution. The minutes of the 2023 Annual General Meeting are available on Kamux's website.
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 two committees, the Audit Committee as well as the Personnel and Remuneration Committee, and it can establish other 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. The Shareholders' Nomination Board prepares a proposal of the members of the Board of Directors. The term of all Board members expires at the end of the Annual General Meeting following their election.
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 has defined its main duties in written rules of procedure, which are reviewed annually and updated if needed. In 2023, the rules of procedure were updated in terms of the signing of the Board's minutes.
Under the rules of procedure and the Finnish Limited Liability Companies Act, the duties of the Board of Directors include among others:
The Board of Directors convenes once a month in accordance with a predetermined schedule (excluding July) and arranges additional meetings if needed. If necessary, the Board can also pass resolutions without a meeting. The members of the Management Team who regularly attend Board meetings include the CEO, CFO and secretary of the Board, who are not Board members.
During January 1–April 20, 2023, the members of the Board of Directors were Harri Sivula (Chairperson), Tuomo Vähäpassi (Vice Chairperson), Terho Kalliokoski, Reija Laaksonen, Antti Mäkelä, Tapio Pajuharju and Jaana Viertola-Truini.
The Annual General Meeting on April 20, 2023, reappointed the members Terho Kalliokoski, Harri Sivula, Reija Laaksonen, Antti Mäkelä and Jaana Viertola-Truini to the Board of Directors. Juha Kalliokoski was elected as a new member of the Board of Directors. In accordance with the proposal made by the Shareholders' Nomination Board, the General Meeting elected Terho Kalliokoski as the Chairperson of the Board and Harri Sivula as the Vice Chairperson of the Board.
In 2023, there were several changes in the company's operative management, including a CEO change. In addition to the management changes, the Board of Directors' work focused on preparing for the new strategy period, various operational transformation projects as well as responsibility and sustainability reporting matters. In 2024, key themes relate to the efficient implementation of the projects planned for the new strategy period.
The Board of Directors held a total of 15 meetings in 2023, of which three were resolutions made without a formal meeting. The Board members' attendance report is shown in the table later in this document.
Independence of the Board of Directors
According to the Corporate Governance Code, a majority of the Board members shall be independent of the company. At least two of these members shall also be 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 2023, members of Kamux's Board of Directors, appointed in the Annual General Meeting on April 20, 2023, were assessed to be independent of the company and its major shareholders with the exception of Juha Kalliokoski, who is deemed to be dependent of both the company and its major shareholders.
The Board of Directors conducts a self-evaluation of its operations and working methods at least once a year. The annual self-evaluation examines the Board members' assessments of and opinions on, for example, the matters processed by the Board, the composition and working methods of the Board as well as various factors related to the company and its development. When the self-evaluation surveys are completed, the results are reviewed by the Board of Directors and the Shareholders' Nomination Board. The self-evaluation is continuously improved. In 2023, the Board's work was developed based on, for example, the previous year's self-assessment. The results of the 2023 survey were processed in January 2024.
Kamux's Board of Directors has adopted a diversity policy. The Shareholders' Nomination Board is responsible for maintaining the diversity policy. The Shareholders' Nomination Board examines the policy at the beginning of its term and proposes any changes it deems necessary to the Board of Directors. The policy was last updated in late 2020.
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 the members as well as their age distribution.
A person elected as a member of 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 2023. On December 31, 2023, the members of the Board of Directors had a diverse educational background and competence profile that support the implementation of Kamux's strategy. The members were between 47 and 62 years of age. On December 31, 2023, two of the Board members were women and four were men.




The up-to-date resumés of the members of the Board of Directors are available on the website at kamux.com/en.

b. 1961, M.Sc. (Econ.) Finnish national Member of the Board of Directors 2022−, Chairperson of the Board of Directors 2023− Holdings on December 31, 2023: 84,643 shares Principal occupation: Board professional

b. 1962, M.Sc. (Admin.) Finnish national Member of the Board of Directors 2017−, Chairperson of the Board of Directors 2020−2023 Chairperson of the Audit Committee 2023– Holdings on December 31, 2023: 45,338 shares Principal occupation: Board professional

b. 1970, police officer, degree in salesmanship training Finnish national Member of the Board of Directors 2023– Member of the Audit Committee 2023– Member of the Personnel and Remuneration
Committee 2023– Holdings on 31 December 2023: 5,893,977 shares (direct holdings and shares owned by an investment company under the control of related parties)
Principal occupation: entrepreneur

b. 1973, M.Sc. (Econ.) Finnish national Member of the Board of Directors 2017− Chairperson of the Personnel and Remuneration Committee 2022– Holdings on December 31, 2023: 10,602 shares Principal occupation: Executive Vice President, Brand and Communications, Veikkaus Ltd 2023–

b. 1976, student of Technology, student of Economics Finnish national
Member of the Board of Directors 2020− Member of the Personnel and Remuneration Committee 2022–
Holdings on December 31, 2023: 37,254 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–

b. 1972, M.Sc. (Econ.) Finnish national Member of the Board of Directors 2022− Member of the Audit Committee 2022– Holdings on December 31, 2023: 3,779 shares Principal occupation: CFO of Mathem AB 2020–
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. Members of the Audit Committee shall be independent of the company, with at least one member also being independent of the major shareholders of the company.
The Board has defined the duties of the Audit Committee in its adopted rules of procedure, which will be reviewed annually and updated if needed. No changes were made to the rules of procedure in 2023. The rules of procedure will be updated according to the development of the regulation concerning sustainability reporting.
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 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 audits. To carry out its duties, the Audit Committee aids the Board in preparing, guiding and assessing risk management, internal control systems, processes for financial reporting, accounting and internal audits in the following ways, among others:
| Board of Directors | Audit Committee | Personnel and Remuneration Committee |
||||
|---|---|---|---|---|---|---|
| Member | Attendance | Attendance rate |
Attendance | Attendance rate |
Attendance | Attendance rate |
| Terho Kalliokoski | 15/15 | 100 | - | - | 3/3 | 100 |
| Harri Sivula | 15/15 | 100 | 4/4 | 100 | - | - |
| Reija Laaksonen | 14/15 | 93 | - | - | 8/8 | 100 |
| Antti Mäkelä | 15/15 | 100 | - | - | 8/8 | 100 |
| Jaana Viertola-Truini | 15/15 | 100 | 6/6 | 100 | - | - |
| Juha Kalliokoski (from April 20, 2023) | 9/9 | 100 | 4/4 | 100 | 5/5 | 100 |
| Tapio Pajuharju (until April 20, 2023) | 5/5 | 100 | 1/2 | 50 | - | - |
| Tuomo Vähäpassi (until April 20, 2023) | 5/5 | 100 | 2/2 | 100 | - | - |
| Average attendance rate | 99 | 90 | 100 |
• Reviewing the company's financial position and procurement processes;
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.
On January 1–April 20, 2023, the Audit Committee comprised Tuomo Vähäpassi (Chairperson), Tapio Pajuharju and Jaana Viertola-Truini. In its constitutive meeting convening immediately after the Annual General Meeting on April 20, 2023, Kamux's Board of Directors decided to appoint Mr. Harri Sivula (Chairperson), Juha Kalliokoski and Jaana Viertola-Truini as members of the Audit Committee.
After the establishment and organization of the Audit Committee, its work in 2023 focused on monitoring the company's finances, developing the forecasting process and preparing for the adoption of sustainability reporting. The Audit Committee convened six times in 2023.
Information about the attendance of the Audit Committee members in meetings is shown in the table on this page.
The primary duty of the Personnel and Remuneration Committee is to prepare matters related to the remuneration and appointment of the CEO and other members of the Management Team as well as the remuneration principles followed by the company. The work of the Committee focuses on the development of the remuneration systems and the remuneration principles followed by the company and on the advancement of the transparency and organization of the company's remuneration. The Committee's other focus area is to concentrate on the development of the company's entire intellectual capital and the organization's capability as
well as on succession planning for key employees. The Committee's duties also include preparing the remuneration policy and remuneration report of the company's bodies as well as presenting them to the General Meeting. The Committee also handles other duties related to, among others, the assessment of the company's personnel policy and practices.
The Board of Directors annually decides on the establishment of the Personnel and Remuneration Committee and selects from its members at least three members to the Committee. The majority of the Committee members must be independent of the company, with most of the members also being independent of the company's significant shareholders.
The CEO or other members of the company's management cannot be members of the Committee. The Remuneration Committee acts independently in relation to the company's top management.
The Chairperson of the Personnel and Remuneration Committee shall convene the Committee at least three times a year. The Personnel and Remuneration Committee reports on the measures decided on in its meetings regularly to the Board.
According to the rules of procedure of the Personnel and Remuneration Committee, the Committee's key duties are:
Personnel and Remuneration Committee in 2023 During January 1–April 20, 2023, the members of the Personnel and Remuneration Committee were Reija Laaksonen (Chairperson), Terho Kalliokoski and Antti Mäkelä. In its constitutive meeting convened immediately after the Annual General Meeting on April 20, 2023, the Board decided to appoint Reija Laaksonen (Chairperson), Juha Kalliokoski and Antti Mäkelä as members of the Personnel and Remuneration Committee.
After the establishment and organization of the Personnel and Remuneration Committee, its work in 2023 focused especially on remuneration and management matters related to the new strategy period as well as themes related to sustainability reporting. The Personnel and Remuneration Committee convened eight times in 2023. No changes were made to the rules of procedure in 2023. The rules of procedure of the Personnel and Remuneration Committee will also be updated in accordance with the regulation concerning sustainability reporting.
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 (4) members. The right to appoint members representing the shareholders belongs to the three (3) 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 August preceding the Annual General Meeting. In addition, the Chairperson of the Board of Directors is a member of the Nomination Board. If a shareholder chooses not to use their right to appoint, the right is passed on to the next-largest shareholder. A representative of the largest shareholder is appointed as Chairperson of the Nomination Board unless the Nomination Board explicitly decides otherwise.
The members of the Nomination Board are appointed annually, and their term ends when new members have been appointed.
In the term 2022–2023, the members of the Shareholders' Nomination Board included
In the term 2023–2024, the members of the Shareholders' Nomination Board include
• Juha Kalliokoski, Chairperson of the Shareholders' Nomination Board, representing shareholders Juha Kalliokoski and Callardo Capital Oy

During the term 2023–2024, the Shareholders' Nomination Board has convened three times by the publication date of this Statement. All members attended each meeting. Terho Kalliokoski did not participate in the decisions on the remuneration of the Board and the selection of the Chairperson.
On January 26, 2024, the Nomination Board submitted its proposals for the composition and remuneration of Kamux's Board of Directors to the Board for the 2024 Annual General Meeting. The Board of Directors will include the Nomination Board's proposals in the notice of the 2024 Annual General Meeting.
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 appointed to the post until further notice.
Kamux's long-time CEO Juha Kalliokoski resigned from his position in late 2022 and retired from his operational duties in the company on June 30, 2023. Tapio Pajuharju assumed his position as the CEO on June 1, 2023. Pajuharju served as a member of Kamux's Board of Directors until the General Meeting held on April 20, 2023.
The financial benefits of the CEO are reported in the Remuneration Report of Kamux for 2023.
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 has regular weekly meetings and additional meetings when necessary. In 2023, the Management Team focused in its work on developing the forecasting process, managing costs and inventory, implementing a new financial management system, developing ancillary services, quality and customer satisfaction, as well as updating the company's strategy for 2024–2026. The change of CEO and onboarding of the new CEO were also on the Management Team's agenda.
The up-to-date resumés of the members of the Management Team are available on the company's website.
Kamux has announced changes in the Group's Management Team that took effect in the beginning of 2024. Jukka Havia was appointed as CFO and member of the Management Team (from January 17, 2024), Andy Rietschel as Country Director Sweden and member of the Management Team (from January 1, 2024), and Aino Hökeberg as Chief Marketing and Concept Officer and member of the Management Team (from January 1, 2024).
Kerim Nielsen, Country Director Sweden, served as a member of the Management Team until December 31, 2023, and CFO Marko Lehtonen until January 17, 2024.
Kamux's year 2023 Corporate Governance Statement Remuneration Report Report by the Board of Directors and Financial Statements

Chief Business Development Officer and Member of the Management Team January 7, 2020− b. 1982, M.Sc. (Econ.) Finnish national Holdings on December 31, 2023: 10,020 shares
Country Director Sweden and Member of the Management Team 2022− December 31, 2023 b. 1985, Business Marketing (IHM Business School) Swedish national Holdings on December 31, 2023: 509 shares
Chief People and Sustainability Officer and Member of the Management Team 2021– b. 1975, Master of Health Science Finnish national Holdings on December 31, 2023: 1,337 shares
Country Director Finland, Group Marketing Director and Member of the Management Team 2022– b.1977, M.Sc. (Mgmt.), BA (Econ.) Finnish national Holdings on December 31, 2023: 23,850 shares
CEO and Member of the Management Team 2023− b. 1963, M.Sc. (Econ.) Finnish national Holdings on December 31, 2023: 34,187 shares
Country Director Germany and Member of the Management Team 2022− b.1970, Diploma in Economics German national Holdings on December 31, 2023: 450 shares
Chief Sourcing Officer and Member of the Management Team 2022− b. 1974, M.Sc. (Tech.) Finnish national Holdings on December 31, 2023: 2,100 shares
Marko Lehtonen
January 17, 2024 b. 1972, M.Sc. (Econ.), CEFA Finnish national Holdings on December 31, 2023: 14,236 shares
Chief Digital Officer and Member of the Management Team 2022− b. 1983, M.Sc. (Tech.) Finnish national Holdings on December 31, 2023: 16,000 shares
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 uniform 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, 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.
Kamux has a whistleblowing system, which enables anonymous reporting of detected or suspected misconduct. In 2023, the whistleblowing system was used to report nine incidents. The reports were handled and investigated in accordance with the company's defined process aimed at investigating suspected misconduct.
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 rules of procedure, for monitoring the process of financial reporting and the effectiveness of the company's internal control and risk management system. The responsibility for the practical implementation of internal control lies with the CEO. Supported by the Management Team, the CEO 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 noncompliance incidents and deficiencies are addressed and that adequate corrective measures are taken.
Internal control and auditing are discussed in all meetings of Kamux's Audit Committee. The Audit Committee monitors the progress and results of the internal control and auditing measures.
In 2023, the development of internal control focused on improving the integrated controls of the company's key systems and enhancing the company's internal controls based on the observations made during the internal audit.
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 audit as a separate function. The Board of Directors shall evaluate on a yearly basis whether such a function should be established. In 2023, internal audit was carried out by an external service provider.
Kamux's Board of Directors has defined the principles for monitoring and evaluating related party transactions. The related party policy of the company also defines the principles and processes that the company uses to organize decisionmaking 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 Kamux's 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 on by Kamux's Board of Directors. The Board of Directors also decides on related party transactions that are not part of 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 not based on market terms in 2023. 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.
Kamux Corporation observes the guidelines for insiders approved by the Board of Directors, which is based on the Market Abuse Regulation (MAR), the Guidelines for Insiders of Nasdaq Helsinki Ltd, and other applicable rules and regulations. The CFO is responsible for insider matters at Kamux Corporation.
People in management positions at Kamux and their closely associated persons are required to declare their business transactions in the shares of Kamux Corporation or other derivative financial instruments. Kamux has determined that the members of the Board of Directors, the CEO and the potential Deputy CEO as well as the members of the Management Team, including their closely associated persons in line with the MAR, are required to disclose their business transactions in Kamux's financial instruments as stated in the MAR.
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 derivative financial instruments during
the closed period. The closed period begins 30 days before the publication day of Kamux's financial statement bulletin, half-year report, or interim report. Persons operating within the information core of the company include those who have access to the company's information core as part of their duties. Typically, these persons include those who prepare interim reports and annual financial statements, are responsible for financial reporting or communications, or other company leaders.
Project-specific insiders are deemed to be persons who participate in the planning and preparation of projects related to inside information. Project-specific insiders may not trade in or carry out other business transactions with the company's financial instruments during the project. This prohibition also applies to their dependent children and directly or indirectly controlled legal entities.
The company maintains a list of managers, their closely associated persons and persons operating within the information core as well as project-specific insider lists in an electronic service.
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 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.
The Annual General Meeting re-elected PricewaterhouseCoopers Oy as the auditor, with CPA Markku Launis 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 2023, the auditors were paid a total of EUR 329,000 for auditing services (EUR 213,000 in 2022) and a total of EUR 46,000 for other advisory services unrelated to auditing (EUR 26,000 in 2022). The other advisory services mainly concerned financial consultation pertaining to, for instance, the adoption of sustainability reporting as well as tax consultation.

With this greeting, I am pleased to present the Remuneration Report 2023 on behalf of the Board of Directors of Kamux Corporation. This Remuneration Report has been prepared in accordance with the Finnish Corporate Governance Code 2020 and other regulations concerning remuneration reporting, and it covers the remuneration of the Board of Directors and the CEO of the company in 2023. The Remuneration Report 2023 will be presented at Kamux's Annual General Meeting 2024 for an advisory vote.
Kamux's Remuneration Policy defines the remuneration practices that encourage the Board of Directors and the CEO to drive the company forward in terms of growth strategy, long-term success, and shareholder value creation. Another objective is to recruit competent members to the Management Team and the Board of Directors and to ensure their commitment.
In the remuneration of the CEO, financial development of the company and creation of a long-term shareholder value are significant factors aligning the interests of both the CEO and shareholders in a sustainable way. Competitive total remuneration also has to bolster Kamux's entrepreneurial mode of operation.
Tapio Pajuharju was appointed the new CEO of the company as of June 1, 2023. In connection with the CEO change, the Board of Directors decided on a temporary deviation from the Remuneration Policy. According to the Remuneration Policy, it is possible to temporarily deviate from the policy in connection with a change of CEO, for instance.
The objective for remunerating the Board of Directors is to align with similar companies in terms of market capitalization. The remuneration is also meant to reflect the competence and workload expected from the members of the Board of Directors.
The used car market stabilized in all our operating countries in 2023, and the demand developed positively. We improved our operations in various fields and prepared for the new strategy period. We succeeded in achieving our primary target: improving our profitability. We also reached an important milestone as our revenue exceeded EUR 1 billion.
The remuneration of CEO Tapio Pajuharju consists of a fixed monthly salary including fringe benefits, an annual performance bonus, a long-term share-based incentive plan, a supplementary pension and a life insurance. The objective of the short-term incentive plan and the sharebased incentive plan is to support the achievement of the company's short- and long-term objectives and to commit the CEO to the company.
In August, the Board of Directors reviewed the remuneration criteria of the short-term incentive (STI) plan for the Management Team. The Board of Directors considered particularly the incentivizing effect of the annual performance bonus in the challenging market situation. Based on the review, the adjusted operating profit was chosen to be the STI criteria for 2023. The metrics of the CEO's share-based incentive plan 2023–2026 were the growth of Kamux's EBIT and market value as well as eNPS development, which was linked to the company's sustainability program.
In accordance with the resolution of the Annual General Meeting 2023, 40% of the annual fee of the Board of Directors was again paid in shares of Kamux. The company's Remuneration Policy encourages the members of the Board of Directors to hold shares of Kamux.
During its second year of operation, the Personnel and Remuneration Committee worked in many ways to develop the remuneration models of Kamux's governing bodies and personnel.
In January 2024, Kamux announced the establishment of a new matching share plan for its future key employees. The Green Lions Plan aims to align the interests of the shareholders and the key employees to increase the value of the company in the long term. In March 2024, Kamux published its updated strategy. We had already made extensive preparations in 2023 for the remuneration during the new strategy period. The remuneration criteria for the management will encourage in creating sustainable growth and taking sustainability into account in the form of eNPS. In February 2024, Kamux announced the establishment of a new long-term share-based incentive plan for its key employees, including the CEO. At the same time, it was announced that the CEO's prior long-term incentive plan 2023–2026 was discontinued.
The guidelines for Kamux's remuneration for the next few years are defined in the Remuneration Policy, which will be updated and presented to Kamux's Annual General Meeting in April 2024.
I welcome feedback on Kamux's remuneration reporting and remuneration.
Chairperson of the Personnel and Remuneration Committee of Kamux Corporation
Revenue
The Remuneration Report 2023 of Kamux Corporation ("Kamux" or "the company") adheres to the Finnish Corporate Governance Code 2020 issued by the Finnish Securities Market Association as well as to other applicable legislation. The Remuneration Policy defines the principles related to the remuneration of the Board of Directors, the CEO and a possible deputy CEO. The Annual General Meeting approved the Remuneration Policy with an advisory resolution in 2020.
In 2023, Kamux's Board of Directors decided on a temporary deviation from the Remuneration Policy in accordance with its terms. The temporary deviation related to the change of CEO and the signing bonus paid to Tapio Pajuharju, who assumed his position as Kamux's CEO on June 1, 2023. The signing bonus was not part of CEO remuneration defined in the Remuneration Policy. According to a careful assessment by the Board of Directors, the temporary deviation was justified in connection with the CEO change. With the new CEO, the company gained new kind of expertise as it enters the next phase of its strategy. The Remuneration Policy was otherwise adhered to in 2023.
The remuneration of the Board of Directors or the CEO were not adjusted, and no fees were recovered in the financial year 2023.
The Remuneration Report is prepared and presented at the Annual General Meeting annually. The Remuneration Report 2022 was presented at the Annual General Meeting in the spring of 2023.
The Remuneration Policy is available on the company website at: https://www.kamux.com/en/governance/
remuneration/. The company's updated Remuneration Policy will be presented to Kamux's Annual General Meeting 2024 for the advisory vote.



| EUR | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|
| Chairperson of the Board of Directors | 36,000 | 60,0001) | 60,000 | 65,000 | 68,000 |
| Other members of the Board of Directors on average | 20,400 | 34,080 | 30,000 | 30,000 | 31,000 |
| CEO | 290,548 | 313,303 | 327,182 | 367,383 | 895,0802) |
| Kamux employee salary on average3) | 47,604 | 45,870 | 45,776 | 43,739 | 50,443 |
1) 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.
2) Total remuneration paid to CEO Juha Kalliokoski during January 1–May 31, 2023, and CEO Tapio Pajuharju during June 1–December 31, 2023, including the signing bonus of EUR 374,797.10 paid to Pajuharju.
3) The average salary of Kamux employees was calculated as follows: Group salaries and bonuses/average number of personnel within the Group during the financial year converted to full-time equivalent (FTE) employees.
* The calculation method for the CEO's salary and the average salary of Kamux employees has been retrospectively adjusted to exclude payment-based defined contribution costs.

Index: 2019=100

The chart Relative remuneration development over a five-year period presents the average remuneration development of the Chairperson of the Board of Directors, other members of the Board of Directors, the CEO and employees in 2019–2023. The sums are indexed at 100 in 2019 to illustrate relative development in 2019–2023.
Kamux has implemented its growth strategy in a consistent manner during the five-year period reviewed. The Group revenue has increased from EUR 658.5 million in 2019 to EUR 1,002.1 million in 2023. The adjusted operating profit increased annually in 2018–2021, declined in 2022 and improved in 2023. The adjusted operating profit amounted to 1.8% of revenue in 2023.
The Annual General Meeting decides on the remuneration paid to the Board of Directors and the principles for the compensation of expenses.
In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting 2023 decided that the Chairperson of the Board of Directors is paid an annual fee of EUR 68,000 (EUR 65,000) and each other member of the Board of Directors is paid EUR 31,000 (EUR 30,000). In addition, an annual fee of EUR 5,000 is paid to the Chairperson of the Audit Committee and the Personnel and Remuneration Committee, and an annual fee of EUR 2,500 is paid to each member of the Audit Committee and the Personnel and Remuneration Committee.
The Annual General Meeting 2023 resolved that 40% of the annual fee of the Chairperson and the members of the Board of Directors is paid in shares of the company which are either purchased at a prevailing market price from the
Juha Kalliokoski (from April 20, 2023) 31,000 2,400 12,399 18,601 - 31,000 3,333 Tapio Pajuharju (until April 20, 2023) - - - - 2,500 2,500 - Tuomo Vähäpassi (until April 20, 2023) - - - - 5,000 5,000 - Total 223,000 17,264 89,189 133,811 20,000 243,000 13,333
market or alternatively, by using treasury shares held by the company. The transfer of the treasury shares or the purchase of shares from the market for the members of the Board of Directors will be executed after the publication of the interim report for the period of January 1–March 31, 2023. The rest of the annual fee will be paid in cash, which is used to cover taxes arising from the fees. The Committee fees are paid in cash.
No meeting fees are paid. Travel expenses resulting from Board meetings are compensated in accordance with the company's travel policy.
The Board remuneration does not include pension payments. The members of the Board of Directors are not included in Kamux's short-term or long-term incentive plans. Kamux shares were purchased from the market at the prevailing market price
| Member | Total annual remuneration, EUR1) |
Annual remuneration paid in shares, pcs2) |
Annual remuneration paid in shares, EUR3) |
Annual remuneration paid in cash, EUR |
Remuneration paid for committee membership in 2022–2023, EUR4) |
Total remuneration paid in financial year 2023, EUR5) |
Remuneration outstanding for committee memberships in 2023, EUR6) |
|---|---|---|---|---|---|---|---|
| Terho Kalliokoski, Chairperson of the Board of Directors |
68,000 | 5,264 | 27,195 | 40,805 | 2,500 | 70,500 | - |
| Harri Sivula, Vice Chairperson of the Board of Directors |
31,000 | 2,400 | 12,399 | 18,601 | - | 31,000 | 3,333 |
| Reija Laaksonen | 31,000 | 2,400 | 12,399 | 18,601 | 5,000 | 36,000 | 3,333 |
| Antti Mäkelä | 31,000 | 2,400 | 12,399 | 18,601 | 2,500 | 33,500 | 1,667 |
| Jaana Viertola-Truini | 31,000 | 2,400 | 12,399 | 18,601 | 2,500 | 33,500 | 1,667 |
1) The total annual remuneration includes the annual remuneration paid in cash and in shares of Kamux Corporation (40%). 2) The share component of annual remuneration was paid in Kamux Corporation shares purchased at a prevailing market price from the market on May 25, 2023.
4) The annual remuneration for the membership of Audit Committee and Personnel and Remuneration Committee from April 2022 to April 2023 was paid to the members of the Board of Directors in April 2023.
5) The total remuneration paid in the financial year 2023 = annual remuneration + remuneration for committee memberships in 4/2022–4/2023.
3) The value has been calculated based on the average share price during the purchase period in May 15–25, 2023. The average share price was EUR 5.1662.
6) The annual remuneration related to the Audit Committee as well as Personnel and Remuneration Committee memberships from April 2023 onwards will be paid in spring 2024. The table includes a portion of committee fees for the time period of 4–12/2023 as remuneration outstanding.
in May 2023 for the payment of the share portion of the annual fees to the members of the Board of Directors. There are no special terms or conditions associated with receiving the shares as remuneration.
The Board of Directors decides on the remuneration of the CEO and the criteria thereof based on the Remuneration Policy. The remuneration of the CEO consists of a fixed monthly salary including fringe benefits, a short-term incentive plan (annual performance bonus), a long-term share-based incentive plan, a supplementary pension, and a life insurance. The objective of the short-term incentive plan and the share-based incentive plan is to support the achievement of the company's short-term and long-term objectives and to ensure that the CEO is committed to the company.
The Board of Directors decided to temporarily deviate from the Remuneration Policy by approving the signing bonus of the new CEO, Tapio Pajuharju, who started on June 1, 2023.
The CEOs were not paid other financial benefits in 2023.
In June 1–December 31, 2023, CEO Tapio Pajuharju's total monthly salary was EUR 353,190. The CEO has a telephone and car benefit, which are included in the fixed monthly salary. The CEO also has a health insurance.
In January 1–May 31, 2023, the total monthly salary of CEO Juha Kalliokoski was EUR 167,092 (the fixed salary paid in 2022 was EUR 290,040). Kalliokoski had a telephone benefit, which was included in the fixed monthly salary.
Tapio Pajuharju, the CEO as of June 2023, was paid a signing bonus of EUR 374,797.10. In addition, there is an instalment related to the signing bonus the amount of which is subject to uncertainties dependent on external parties. The amount of the instalment will be determined in spring 2024.
Short-term incentive plan: annual performance bonus The objective of the performance-based bonus system ("annual performance bonus") of Kamux's short-term incentive plan is to steer the CEO towards achieving the company's short-term financial and operational targets as well as to support the execution of the company's strategy in the short term. The terms and performance criteria of the annual performance bonus are decided annually by the Board of Directors based on proposal made by the Personnel and Remuneration Committee. The performance bonus is based on achieving the targets set for the performance criteria and must be approved by the Board of Directors. The performance bonus is paid in cash after a one year performance period.
The maximum amount of the annual performance bonus that may be payable to CEO Pajuharju equals to his 12 months' salary.
When CEO Pajuharju assumed his position, the performance criteria of the 2023 annual performance bonus were linked to the adjusted operating profit target and a revenue growth target for 2023. In August 2023, the Board of Directors decided that the sole performance criteria for the entire financial year will be the adjusted operating profit target (100% weighting). A corresponding decision was also made with respect to other Management Team members who participated in the short-term incentive plan. For 2023, the CEO Pajuharju will be paid an annual performance bonus of EUR 72,671, corresponding to 23.07% of the maximum
amount. The annual performance bonus was adjusted in proportion to the duration of Pajuharju's service in 2023. Kalliokoski was not paid any performance bonus based on the short-term incentive plan as his service term ended before the end of the performance period.
The Board of Directors approved a long-term share-based incentive plan for the years 2023–2026 for Tapio Pajuharju, the Group's CEO as of June 1, 2023. The objective of the plan was to encourage and engage the CEO to implement the strategy and to increase the company's value in the long term, as well as to align the objectives of the company's shareholders and key employees to increase the company's value. The plan also aimed to commit the CEO to the company and provide him with a competitive remuneration scheme based on the earning and accumulation of the company's shares. In February 2024, the Board of Directors decided to discontinue the CEO's share based incentive plan 2023-2026 as of January 1, 2024, as the CEO will participate in the new long-term incentive plan 2024-2026 offered to the key employees of the Company.
The incentive plan 2023–2026 commenced on June 1, 2023, and was to terminate on December 31, 2026. The plan was divided into four measurement periods. Payments of possible rewards were based on the achievement of the targets set by the Board of Directors for each measurement period. The performance criteria for each measurement period were based on the development of the company's EBIT, market value and the development of the ESG criterion based on the company's sustainability program. During the measurement period of June 1–December 31, 2023,
| Measurement period | Maximum reward, shares1) |
|---|---|
| June 1–December 31, 2023 | 75,431 |
| January 1–December 31, 2024 | 129,310 |
| January 1–December 31, 2025 | 129,310 |
| January 1–December 31, 2026 | 129,310 |
| Total | 463,360 |
1) The maximum reward is presented as the gross number of shares before tax.
the weighting for the performance criteria as confirmed by the Board of Directors were as follows: the company's EBIT growth 45%, the company's market value growth 45%, and the development of the ESG criterion (Employee Net Promoter Score, eNPS) based on the company's sustainability program 10%.
The maximum reward for each measurement period would have been equal to the CEO's 15 months' salary (for the 2023 measurement period, the maximum reward would have been pro rata to the duration of his term of office). The maximum gross reward could have been 75 431 shares for the measurement period of June 1–December 31, 2023. In accordance with the Remuneration Policy, the value of the target-level earning opportunity of the plan was calculated with reference to the Kamux share price at the beginning of the performance period on June 1, 2023.
CEO Pajuharju will not be paid any rewards for the measurement period June 1–December 31, 2023, as the set targets were not met.
Pursuant to the plan 2023-2026, half of the potential reward for each measurement period was agreed to be paid by the end of April following the end of the measurement period, with the exception of the measurement period 2023, for which the potential reward would have been paid no earlier than July 1, 2024, and no later than July 31, 2024. The other half of the reward was agreed to be paid following the end of the entire performance period by April 30, 2027. The net shares issued as a reward would have been subject to a vesting restriction during the vesting period, which was to start on the date of payment of the reward and end on April 30, 2027.
If the CEO's service contract would have terminated before the payment of the reward, no reward would have been paid as a rule. If the CEO's service contract would have terminated during the vesting period, the shares already paid as a reward would have been returned to the company, unless the Board of Directors would have decided otherwise. After the expiry of the vesting period the CEO should have continued to hold half of the net shares received under the plan until his total shareholding in the company would have equaled to his annual salary at the time of payment (ownership obligation). The CEO was further obligated to hold the number of shares meeting the ownership obligation as long as the CEO's term of office continued. The Board of Directors had the discretion to grant exceptions to the ownership obligation. The Board of Directors were entitled to make such changes to the plan as necessary in the manner specified in the terms and conditions.
The plan started at the beginning of 2021, and it was divided into three one-year performance periods. The payment of a potential reward under the plan was based on achieving
the revenue target on a yearly basis. The prerequisite for the payment was that the adjusted operating profit gate set by the company for incentive rewards would have been met. In addition, the plan included an additional component based on the market value of the company. This gave each participant an opportunity to receive additional shares after the end of the 2023 performance period. A potential share reward would have been paid in Kamux's shares or in cash or as a combination of these two by the end of April following the performance period in question. Potential additional shares would have been paid by the end of April 2024.
The net shares paid as a reward were subject to a vesting restriction during the vesting period. The vesting period began when the reward was paid and was agreed to expire on April 30, 2024. As a member of the Group's Management Team, the CEO was to retain half of the net shares received as a reward under the plan until his total shareholding in the company was equal to the value of his annual salary (ownership obligation). Each participant had to retain this number of shares for as long as he/she remained a member of the Group's Management Team. If the participant's employment with Kamux terminated before the reward was paid, she/he was not entitled to the reward as a rule.
The gross reward of CEO Kalliokoski for the performance period 2023 was determined by the achievement of the targets set for the performance criteria. The applicable performance criteria were the achievement of the revenue target and the eNPS target. In addition, the prerequisite for the payment of the reward was that Kamux reached the adjusted operating profit gate set for incentive rewards.
No bonus will be paid to CEO Kalliokoski for the performance period 2023, as the set revenue target was not achieved.
The performance criterion applicable to the 2022 performance period was achieving the revenue target for 2022 set by the Board of Directors. No bonus was paid to CEO Kalliokoski for the performance period 2022, as the set revenue target was not reached. The applicable performance criterion for the performance period 2021 was achieving the revenue target in 2021. In addition, the payment of the reward required Kamux to reach the adjusted operating profit gate set for incentive rewards. The Board of Directors decided that Kalliokoski is entitled to the net reward of 3,430 shares paid for the performance period 2021 despite his resignation. The vesting restriction ends on April 30, 2024.
No additional component based on the growth of the company's market value will be paid under the plan.
The CEO is covered by the statutory pension system (TyEL) in Finland. According to the statutory pension system, the CEO's base salary, short-term incentives and other taxable benefits accumulate his pension while the earnings of the share-based incentive plans do not.
According to the local market practice, the CEO is entitled to a supplementary pension to support the recruitment, commitment, and retention of the CEO. The supplementary pension is a defined contribution benefit and amounts to EUR 8,500 per year. The CEO's retirement age is 63 years.
The CEO is insured by a life insurance procured by the company. The beneficiaries of the life insurance are the CEO's next of kin.
The service contract of CEO Pajuharju is in force until further notice and it has a six-month notice period. If the company terminates the contract, the CEO is entitled to a severance payment equal to the CEO's 6 months' full salary at the time of termination.
The variable remuneration constituted 52% and the fixed remuneration constituted 48% of the total remuneration paid in 2023 to Tapio Pajuharju, CEO as of June 1.
| Paid in the financial year 2023 | Outstanding variable remuneration | |||||
|---|---|---|---|---|---|---|
| Fixed monthly salary, EUR1) |
Signing bonus, EUR |
Supplementary pension, EUR |
Total in 2023, EUR |
Annual performance bonus for the financial year 2023, EUR2) |
Signing bonus (estimate), EUR3) |
Share-based incentive for June 1– December 31, 2023, shares4) |
| 353,190 | 374,797 | 8,500 | 736,487 | 72,671 | 168,000 | - |
1) Including fringe benefits (telephone and car). The CEO also has a health insurance.
2) Estimate of the annual performance bonus on the date of the financial statements December 31, 2023.
3) A signing bonus-related instalment the amount of which is subject to uncertainties dependent on external parties. The final amount will be determined in spring 2024.
4) CEO's share-based incentive plan for 2023–2026.
The variable remuneration constituted zero percent (18% in 2022) and the fixed monthly salary constituted 10% (82% in 2022) of the total remuneration paid to the CEO Juha Kalliokoski in January 1–May 31, 2023.
| Paid in the financial year 2023 | Outstanding variable remuneration | ||||
|---|---|---|---|---|---|
| Fixed monthly salary, EUR1) |
Bonus paid for 2022, EUR |
Share-based incentive for 2022, EUR |
Total in 2023, EUR |
Annual performance bonus for the financial year 2023, EUR |
Share-based incentive for 2023, shares2) |
| 167,092 | - | - | 167,092 | - | - |
1) Including fringe benefits (telephone benefit). In addition, Kalliokoski was paid a salary of EUR 8,747.60 for June 2023 in relation to ensuring a smooth CEO change. 2) Share-based long-term incentive plan for 2021–2023.
| Report by the Board of Directors 2023 | 32 |
|---|---|
| Shares and share ownership | 47 |
| Key performance measures | 49 |
| Calculation of key figures and alternative performance measures | 50 |
| Consolidated Financial Statements 2023 | 52 |
| Primary statements of the consolidated financial statements | 53 |
| Consolidated statement of comprehensive income | 54 |
| Consolidated balance sheet | 55 |
| Consolidated statement of changes in equity | 56 |
| Consolidated statement of cash flows | 57 |
| Basis of preparation and information on kamux | 58 |
| 1.1 Basis of preparation | 59 |
| 1.2 Short presentation of Kamux | 60 |
| Key performance metrics of Kamux Group | 61 |
| 2.1 Results by segment | 62 |
| 2.2 Revenue | 64 |
| 2.3 Repair costs | 66 |
| 2.4 Expenses | 67 |
| 2.5 Income taxes | 69 |
| 2.6 Earnings per share | 70 |
| Net working capital | 71 |
| 3.1 Inventory | 72 |
| 3.2 Trade and other receivables | 73 |
| 3.3 Trade and other payables | 74 |
| 3.4 Provisions, lease obligations and other commitments | 75 |
| Capital management and net debt | |
|---|---|
| 4.1 Capital management and net debt | 78 |
| 4.2 Finance expenses | 82 |
| Other notes | 83 |
| 5.1 Group structure and consolidation | 84 |
|---|---|
| 5.2 Intangible assets, property, plant and equipment and lease agreements | 85 |
| 5.3 Related party transactions | 91 |
| 5.4 Share capital and reserves | 95 |
| 5.5 Deferred tax | 96 |
| 5.6 Events after the reporting date | 98 |
| 5.7 New and forthcoming IFRS standards | 99 |
| Parent company financial statements | 100 |
|---|---|
| Parent company income statement (FAS) | 101 |
| Parent company balance sheet (FAS) | 102 |
| Parent company cash flow statement (FAS) | 103 |
| Accounting principles of the parent company financial statements | 104 |
| Notes to the parent company's financial statements | 105 |
| Signatures for the report by the Board of Directors and the financial statements |
108 |
This Annual Report is not a European Single Electronic Format (ESEF) regulation compliant xHTML document. The ESEF-compliant Board of Directors' report and Financial Statements 2023 are available in Finnish at www.kamux.com/en/releases-and-publications/reports-and-presentations/.
Kamux is a retail chain specialized in used cars and related integrated services that operates in Finland, Sweden and Germany. At the end of 2023, Kamux had in total 78 showrooms in its three operating countries.
The total used car market in Europe is worth about twice as much as the total new car market, and market changes have traditionally been smaller than in the new car market. The market is also very fragmented. In Finland, which Kamux estimates to be the most concentrated market for used cars in the world, the aggregate market share of the five largest players measured in the number of cars sold is approximately 25%. In Sweden, the aggregate share of the five largest operators is estimated to be less than 10% and in Germany less than 2%. However, the used car market is becoming more concentrated, and the share of specialized operators such as Kamux of the overall market is growing. At the same time, car sales between consumers are decreasing.
In 2023, Kamux's operating environment was characterized by global political uncertainty, accelerated inflation and high interest rates. Consumer confidence in the future was at a low level, and large purchases, such as the purchase of a car, were considered more carefully. Car buying intentions were also influenced by consumers' uncertainty about the future development of different power source options, both in terms of car technology and prices. Uncertainty about the future development of fuel and electricity prices, as well as the sudden changes in the prices of new electric cars seen during the year, also increased the uncertainty. However, consumers' mobility needs remained unchanged, and during the year, they became somewhat accustomed to the interest rate level, which had risen significantly compared to previous years. The used car market stabilized and started to grow in 2023 in all of Kamux's operating countries. However, the number of cars sold was lower than in 2021. According to Kamux's estimate,
a total of approximately 7.9 million passenger cars were sold in its three operating countries in 2023 (approximately 7.4 million cars in 2022). According to Kamux's estimate, approximately 0.6 million used passenger cars were sold in Finland, approximately 1.2 million used passenger cars in Sweden and approximately 6.0 million used passenger cars in Germany. Kamux estimates the market value to be more than 100 billion euros.
As the global shortage of components and chips, which significantly extended delivery times for new cars, eased towards the end of 2022, new car registrations in the EU increased. In 2023, 13.9% more new passenger cars were registered in Europe than in 2022 (ACEA). Compared to the previous year, 7.1% more new passenger cars were registered in Finland, 0.8% more in Sweden and 7.3% more in Germany. This freed up cars for the used car market, and the purchasing market was normal during the year, with the exception of Sweden. In Sweden, the purchasing market was difficult until the end of the third quarter, as due to the weak Swedish krona, a large number of used cars entering the market were sold outside Sweden.
The electrification of transportation is progressing, and the share of electric power sources in newly registered cars has increased strongly in recent years. In 2023, already approx. 22% of new cars registered in the EU were plug-in hybrids or electric cars. The share of electric power sources is also increasing in the used car market, especially in Sweden and Finland.
Economic uncertainty continued and households' confidence in the future was at a low level throughout the year. Inflation slowed down during the year, but interest rates remained high throughout the year, and the purchasing intentions related to durable goods such as cars were at a low level. However, the used car market, which
contracted strongly in 2022, turned to a cautious rise in the early part of the year, and the used car market in Finland grew moderately by about 4% in 2023. Approximately 0.6 million used passenger cars were sold during the year.
Despite the easing of inflation, consumers are still quite cautious and, as a rule, are looking for affordable and economical cars. Used car prices fell at the beginning of the year, but remained stable thereafter.
The electrification of the car fleet continued in 2023, and already almost 55% of newly registered cars were plug-in hybrids or electric cars (Automotive Federation). An exceptionally high number of electric cars were registered when vehicles delayed due to the component shortage in 2021–2022 were delivered. The majority of used cars sold are still internal combustion engine cars, but more and more used cars are plug-in hybrids or EV's. The number of plug-in hybrid and electric vehicles sold by Kamux in Finland increased by 32% compared to 2022. Finland's car fleet changes slowly, and the share of plug-in hybrids and EV's of the entire car fleet was almost 8% in 2023. The turnover rate of the car fleet in Finland has slowed down in recent years, and the average age of the car fleet has risen to 13.2 years. The number of passenger cars used in traffic increased slightly in 2023 (Traficom, Automotive Information Centre).
Kamux has an established role as the largest player in the used car retail market in Finland, and according to our estimate, our market share in 2023 was approximately 8.6 percent. At the end of 2023, Kamux had 46 showrooms in Finland.
Inflation, concerns about economic development and high interest rates weakened the Swedish consumers' confidence in the future in 2023. The used car market in Sweden was subdued and the market grew by 0.8%.
Approximately 1.2 million used passenger cars were sold during the year. The market for used cars less than 10 years old developed slightly more positively, especially towards the end of the year, and 3.5% more cars under 10 years were sold in the whole year than in 2022.
The market for new cars was also sluggish in Sweden in 2023, and used cars were scarcely released to the market. Since many Central European buyers were also active in the Swedish market due to the weak exchange rate of the krona, the purchasing market was extremely tough until the end of the third quarter. Used car prices fell at the beginning of the year, but remained relatively stable thereafter.
In Sweden, the car fleet is renewing somewhat faster than in Finland and as much as 60% of newly registered cars were rechargeable. The number of newly registered rechargeable cars increased by about 7% compared to 2022. At the end of 2023, rechargeable cars accounted for 11% of the total car fleet (Trafa.se). The number of rechargeable cars sold by Kamux in Sweden increased by 10%; the number of plug-in hybrids increased by almost 40%, but the number of EV's decreased by 37% compared to 2022. The demand for used internal combustion engine cars strengthened at the end of the year after the Swedish government announced measures that were expected to lower fuel prices.
Kamux has had operations in Sweden since 2012 and estimates that it is among the six largest players. According to our estimate, Kamux's market share in Sweden was approximately 1 percent in 2023. Kamux had 23 showrooms in Sweden at the end of 2023.
Economic and political uncertainty, as well as inflation and high interest rates, kept consumer confidence at a low level also in Germany. The used car market, which contracted strongly in 2022, turned to cautious growth during the first quarter and developed positively throughout the year. However, regional differencies were relatively large, and the market development in the Hamburg and Schleswig-Holstein regions that are
important to Kamux was weaker than in the whole country. In 2023, approximately 6.0 million used passenger cars were sold in Germany, which was about 6.9% more than in the previous year. Used car prices fell somewhat during the year.
Germany has a large fleet of around 48 million cars (ACEA), and it is being electrified more slowly than in the Nordic countries. In 2023, about 25% of newly registered cars were plug-in hybrid or fully electric cars. Approximately 11% more electric cars were registered than in 2022, but the number of registrations of plug-in hybrids fell by half from the previous year. At the same time, approximately 43% more self-charging hybrids were registered than in the previous year. The share of rechargeable cars of the total car fleet was only about 4%, as a relatively large share of the rechargeable cars registered for the first time in Germany have been exported in recent years. Used cars sold by Kamux in Germany are almost without exception internal combustion engine cars.
Kamux has had operations in Germany since 2015, and it had 9 showrooms in the country at the end of 2023.
The used car market offers an attractive opportunity for expansion and growth. Kamux's strategy defined for the years 2021–2023 was based on strong revenue growth, aiming for nearly doubling the company's revenue. During the strategy period, profitability development was set to be built on business growth and scalability. Russia's war of aggression against Ukraine, which began in 2022, caused essential changes in the operating environment, which have had a significant impact on the implementation of the strategy. The company's strategic focus areas in 2021-2023 have been:
In accordance with our strategy, we continued to focus our operations on larger showrooms during 2023. In Germany, we opened two new showrooms during the year; in Düren, south-west of Cologne, we opened Kamux's first showroom outside the Hamburg metropolitan area in April, and in December we opened a showroom in Hameln, near Hanover. In addition, two of our older showrooms moved to new premises. In Sweden, our showrooms in Halmstad and Linköping moved to larger premises, and two showrooms in the Stockholm area were combined. In Finland, we focused our passenger car sales in Tampere to the Hatanpää showroom, closed down the showroom in Raahe, and expanded our showroom in Porvoo. We also announced that we will open a new flagship showroom in Lakalaiva, Tampere, in spring 2024.
In Sweden, a renewed, more comprehensive Kamux Plus service was introduced at the beginning of the year.
There were several changes in the company's operative management in 2023, including the change of the CEO. During the year, in addition to changes in management, the Board of Directors focused on the preparation of the new strategy period, various operational renewal projects, as well as on questions related to corporate responsibility reporting. During the year, the Board of Directors familiarized itself the company's operations on site in all three of its operating countries.
The growth targets set for the strategy period 2021–2023 were not reached, yet the Group's revenue increased every year during the strategy period, as has been the case since the company was founded, and in 2023 Kamux's revenue exceeded EUR 1 billion. Profitability was softer than targeted. In accordance with the strategic focus areas, omnichannel customer experience was developed in all operating countries and customer satisfaction remained at a good level. We centralized logistics and increased the showroom size in line with our strategy. We took significant steps in leading with knowledge, e.g. in sourcing, inventory management and sales management. Kamux also invested
in competence development and continuous learning by strengthening the human resources and training organizations in all operating countries. Some of the planned development projects were transferred to the new strategy period.
The Group's revenue increased by 3.5% compared to the previous year and was EUR 1,002.1 million (968.7). Revenue increased mainly due to the increase in the number of sold cars. In connection with the sale of a used car, Kamux offers its customers commission-based services, such as insurance and financing services, as well as the Kamux Plus service, which is an extension to the statutory seller's liability for faults. Revenue from integrated services was EUR 53.0 million (52.9), or 5.3% (5.5) of total revenue. The translation impact of the Swedish krona on the Group's revenue was EUR -16.4 million compared to the 2022 exchange rates.
The number of cars sold by Kamux in Finland, Sweden and Germany increased by 8.5% compared to the previous year and was 68,257 cars (62,922). The number of cars sold grew in Finland and Germany but decreased in Sweden. Revenue per sold car was EUR 14,681 (15,395).
Gross profit increased by 9.0% compared to the corresponding period of the previous year and was EUR 102.5 million (94.1). Gross profit as percentage of revenue increased by 0.5 percentage points to 10.2% (9.7). Adjusted operating profit increased by 3.2% and was EUR 18.0 million (17.5), or 1.8% (1.8) of revenue. The operating profit was burdened by the negative development in Finland during the first quarter, the marketing measures taken to build awareness of Kamux in Germany during the second quarter, the costs related to the opening of new showrooms, significant investments in the processing of cars and customer service that were initiated in the third quarter, as well as the increased costs resulting from the capacity increase in Sweden in 2022. Items adjusting the operating profit totaled EUR 2.2 million (0.4) in January−December. The adjustment items include EUR 0.4 million of expenses related to strategic investigations,
EUR 0.2 million of expenses related to legal processes, EUR 0.4 million of expenses related to taxes from previous years, EUR 0.2 million of expenses related to own real estate operations, and EUR 1.0 million of other items adjusting the operating profit that were related to the remuneration and compensations agreed in Tapio Pajuharju's CEO contract as well as restructuring costs, for example in Sweden.
Operating profit (EBIT) decreased by -7.1% compared to the corresponding period of the previous year and was EUR 15.8 million (17.0). Net financing items were EUR -1.9 (-1.8) million.
Kamux's profit before taxes was EUR 13.9 million (15.3). Taxes were EUR 4.3 million (4.4), corresponding to an effective tax rate of 31.1% (28.9%) for the financial year. Profit for the financial year was EUR 9.6 million (10.8).
Basic and diluted earnings per share were EUR 0.24 (0.27).
Revenue increased by 11.8% compared to the previous year and was EUR 698.0 million (624.5). Revenue growth was mainly driven by the increase in the number of cars sold and sales growth of like-for-like showrooms. The number of cars sold increased by 5,579, or 12.6%, compared to the previous year and was 49,877 cars (44,298). Sales of financing services remained at a good level, but the increased interest rates were not fully passed on to customers. Sales of the renewed Kamux Plus service developed well. Revenue from integrated services was EUR 43.3 million (42.4), or 6.2% (6.8) of revenue. Operating profit increased by 6.8% compared to the previous year and was EUR 28.3 million (26.5), or 4.1% (4.2) of revenue. Operating profit increased following the positive development of the average margin per car and the increase in the number of cars sold.
During the year, we focused our passenger car sales in Tampere to the Hatanpää showroom, closed down the showroom in Raahe, and expanded our showroom in Porvoo. We also announced that we will open a new flagship showroom in Lakalaiva, Tampere, in spring 2024.
Total revenue decreased by -5.9% compared to the previous year and was EUR 283.4 million (301.3). Following the lower average prices and the decrease in the number of cars sold, external revenue decreased by -18.0% and was EUR 205.6 million (250.9). The challenging purchasing market and the resulting lower-than-ideal inventory of cars for sale had a negative impact on the number of cars sold until the end of the third quarter. The number of cars sold decreased by -962, or -7.0%, compared to the previous year and was 12,777 cars (13,739). Revenue from integrated services was EUR 5.9 million (6.3), or 2.9% (2.5) of external revenue. As a result of the measures initiated at the beginning of the year to improve profitability, the margin per car developed positively during the year and the operating result increased compared to the previous year. Operating result was EUR 0.3 million (-0.6), or 0.1% (-0.2) of total revenue. The increased costs resulting from the capacity increase in 2022 had a negative impact on the operating result. Misconduct was identified in the Swedish operations. Corrective measures in relation to the misconduct are ongoing.
During the year, the Halmstad and Linköping showrooms moved to larger premises, and two showrooms in the Stockholm area were combined. A renewed, more comprehensive Kamux Plus service was introduced at the beginning of the year.
Following the increase in the number of cars sold, the total revenue in Germany increased by 7.0% compared to the previous year and was EUR 102.1 million (95.5). External revenue increased by 5.5% and was EUR 98.5 million (93.4). The number of cars sold increased by 718, or 14.7%, compared to the previous year and was 5,603 cars (4,885). High interest rates had a negative impact on the sales of financing services, and the revenue from integrated services decreased to EUR 3.8 million (4.2), or 3.8% (4.5) of the external revenue. Operating loss increased compared to the previous year and
was EUR -1.8 million (-0.2), or -1.8% (-0.2) of total revenue. The operating profit was burdened by the costs related to the opening of new showrooms in the second and fourth quarters, as well as the significant investments in the processing of cars and customer service initiated during the third quarter.
In Germany, we opened two new showrooms during the year; in Düren, south-west of Cologne, we opened Kamux's first showroom outside the Hamburg metropolitan area in April, and in December we opened a showroom in Hameln, near Hanover. In addition, two older showrooms moved to new premises.
At the end of 2023, the consolidated balance sheet total was EUR 215.7 million (204.6), of which total equity was EUR 111.8 million (108.4). Net debt was EUR 53.8 million (59.1). Noncurrent bank loans were EUR 13.2 million (15.5). The company has a strong balance sheet, which, for its part, enables business growth in line with the strategy.
In spring 2020, Kamux renewed its 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 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 financial year, EUR 11.0 million of the term loan was drawn, while the revolving credit facility was not drawn. The term loan is currently repaid in bi-annual installments of EUR 1.0 million.
At the end of the financial year, there were EUR 5.0 million worth of commercial papers issued. The funds acquired through the revolving credit facility and the commercial papers are used to fund working capital.
A ten-year term loan of EUR 5.0 million was drawn for the property of the Oulu showroom and processing center in March 2022. At the end of the financial year, EUR 4.5 million of the term loan was drawn. The term loan is repaid in bi-annual installments of EUR 0.2 million.
Net working capital was EUR 97.4 million (100.2) as of December 31, 2023. The value of the inventory was EUR 117.2 million (114.1).
Kamux's cash flow from operating activities for January− December was EUR -25.2 million (26.1). Cash and cash equivalents were EUR 8.9 million (4.2) at the end of the financial year.
Equity ratio at the end of the financial year was 51.9% (53.2). Return on capital employed (ROI) was 6.6% (7.2) and return on equity (ROE) was 8.7% (10.1).
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 January—December was EUR 1.8 million (3.1), and it mainly consisted of investments in IT systems and ordinary maintenance in the showrooms. Investments in the comparison period also included the investment in the Oulu showroom and processing center.
The information presented below is disclosed in accordance with the reporting obligations set forth in the directive on reporting non-financial information. Information on Kamux's corporate responsibility is also presented on pages 10–11 of the Annual Report.
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. The company's vision is to be the largest retail operator 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. Kamux's strategy for 2021–2023 was based on strong revenue growth, almost doubling it. During the strategy period, the development of profitability was to be built on business growth and scalability. The strategy focused on utilizing data and leading with knowledge, improving the efficiency of our processes, seamless omnichannel customer experience, developing the capabilities of the personnel for the good of the customer, and investing in continuous learning. The Russian war of aggression against Ukraine, which began in 2022, caused significant changes in the operating environment, which has had a significant impact on the implementation of the strategy. Kamux will publish an updated strategy and long-term targets on March 20, 2024.
Profitable growth enables value creation for different stakeholders and for society as a whole. The company's most significant impacts relate to value creation in the society and social impacts, such as promoting mobility and renewing the vehicle fleet in Finland. As the largest used car retailer in Finland, Kamux also has a significant role in promoting the electrification of the vehicle fleet. Furthermore, Kamux's operations enable keeping existing vehicles in traffic throughout their reasonable lifecycle. Economic and social impacts are seen, for example, in tax payments and employment in the three operating countries. Kamux's financial targets for 2021–2023 include the target of distributing a dividend of at least 25% of the profit for the financial year. For the financial year 2023, the Board of Directors proposes a dividend distribution of 71% of the result of the financial year.
Sustainable ways of working are central for Kamux'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.
Kamux has three responsibility themes: sensible choices, worth the trust, and enthusiasm for work. Each theme includes topics identified as essential as well as goals and performance metrics. The responsibility themes are based on a materiality analysis conducted in 2019. Alongside the materiality analysis, the responsibility themes represent the areas in which Kamux has the greatest impacts on people, the economy, and the environment.
The figures presented in this Non-financial information statement cover the essential topics mentioned above. Kamux is also committed to contributing to the United Nations' global Sustainable Development Goals in its operations.
During 2023, Kamux has reviewed and re-evaluated the key themes, objectives and indicators of the responsibility program, listening to key stakeholders. We carried out a double materiality analysis as well as stakeholder interviews and refined our responsibility program based on the results. By the end of 2023, the upgrade work was almost complete. Kamux will report in accordance with the new responsibility program starting from 2024.
Kamux's key stakeholders include customers, personnel, owners, partners, authorities, and decision-makers as well as the car industry.
Kamux wants to be a car retail forerunner in building a culture of trust and openness. In all markets, the company's operations, management, and corporate governance are 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 Supplier Code of Conduct. The principles are also included in the company's procurement policy. Other key policies and principles guiding our operations are, for example, Kamux's risk management policy in wholesale car purchasing, which has been confirmed by the Board of Directors, as well as the diversity policy.
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 whistleblowing channel for reporting any possible actions violating the Code of Conduct, possible misconduct, or suspicions of misconduct. The whistleblowing channel is available for Kamux's personnel and other stakeholders on the company's website. During 2023, Kamux received nine (9) reports through the whistleblowing channel. The reports were mainly related to the misconduct identified in the Swedish operations.
Kamux promotes a circular economy in which nonrenewable natural resources are saved through repairs, reuse and recycling. The greatest environmental impact of Kamux's operations is created indirectly when the cars purchased and resold by Kamux are in traffic. As the CO₂ footprint of the car manufacturing industry is big, existing vehicles should be used in a sensible way until the end of their life-cycle and the remaining materials reused within the circular economy.
Kamux's operations enable keeping existing vehicles in traffic throughout their reasonable life-cycle. In 2023, we carried out maintenance and repair measures and equipment upgrades to 64 percent of the cars sold so that the cars will remain usable for the extent of their reasonable life-cycle and their usability is as good as possible considering their age.
Kamux supports both EU and national energy and climate strategies as well as emission reduction targets. Kamux enables the purchase of a newer car with lower emissions to many consumers. In terms of Kamux's indirect climate impacts, the development of low-emission cars and their share of total used car sales are integral.
Kamux renews Finland's vehicle fleet by importing newer cars with lower CO₂ emissions compared to the average car currently used on Finnish roads. The average age of the cars imported by the company was 4.3 years (4.8) in 2023, whereas the average age of passenger cars in traffic use in Finland in 2023 was approximately 13.2 years (12.9) according to the Finnish Information Centre of Automobile Sector. The average age of Kamux cars sold in Finland was 9.4 years.
In 2023, the CO2 emissions of cars imported by Kamux to Finland were on average 97.2 g/km (NEDC). The average CO2 emissions for passenger cars used in Finnish transportation were 139.9 g/km (NEDC) at the end of 2023. 57.5% (53.4) of the cars Kamux imported to Finland in 2023 were running on alternative power sources, including hybrids, electric, natural gas, or ethanol cars. Kamux sold a total of 49,876 cars in Finland in 2023, of which approximately 16.4% (14.6) were driven by alternative power sources. The share of plug-in hybrids and fully electric cars is growing rapidly as cars sold as new enter the used car market at the age of 1–3 years. Kamux is strongly involved in the development.
In Sweden, Kamux sold a total of 12,777 cars in 2023, of which 8.1% were electric or hybrid cars. The average age of cars sold by Kamux in Sweden was 7.6 years. In Germany, Kamux sold a total of 5,603 cars in 2023, of which only about 2.4% were electric or hybrid cars. The average age of cars sold by Kamux in Germany was 6.4 years.
In car maintenance and repair, Kamux uses recycled spare parts of high quality when possible. Service, repair, and cleaning are done by local operators.
The company minimizes the amount of waste it produces and recycles the waste. In 2023, the amount of waste in Finland totaled 67.1 tons (53.5). The waste recovery rate was 98% (98) and the recycling rate was 12% (11). The information covers 44 showrooms in Finland. Kamux restrains energy consumption in its showrooms and favors low-emission energy sources in properties where it can directly influence the used energy solutions.
By investing in leading with knowledge, Kamux strives to meet the mobility needs of customers even better than before and match supply and demand more efficiently. Mapping consumer needs even more efficiently allows Kamux to build a car offering that responds to demand in an as accurate and up-to-date way as possible. Additionally, Kamux can place the cars in its showrooms in a way that minimizes transferring them. The personnel has been instructed on driving in an economical and environmentally conscious way, and cars are fueled with only the necessary amount of fuel. Kamux's fuel consumption in 2023 was 27 liters (30) per car sold.
EU classification for sustainable financing, or taxonomy The EU taxonomy is a classification system for sustainable financing which strives to create criteria for defining environmentally sustainable business. It classifies taxonomy eligible and taxonomy-aligned activities, i.e. economic activities that best promote the achievement of the EU's climate goals. As a publicly listed company that employs more than 500 people, Kamux is obligated to provide a statement of non-financial information in its Board of Directors' Report. The statement also presents information in compliance with the EU's taxonomy on sustainable financing.
On January 1, 2024, the EU taxonomy expanded beyond climate change mitigation and adaptation to economic activities that are considered to make a significant contribution to the sustainable use and protection of water and marine resources, to the transition to a circular economy, to the prevention and reduction of environmental pollution, or to the protection and restoration of biodiversity and ecosystems. Despite the expansion, some industries, such as car dealerships, were excluded from the application of the taxonomy.
Kamux has assessed the taxonomy eligibility and taxonomy alignment of its business activities in relation to the delegated act of the EU taxonomy regulation concerning climate change mitigation and adapting to climate change. An activity can be classified as taxonomy-aligned if it promotes significantly at least one of the taxonomy's environmental targets, has no significant harmful impacts regarding other
environmental targets, and complies with the social minimum safeguards defined in the taxonomy.
The current taxonomy does not cover all activities that are typical to car retail, which means that businesses report on activities that fall within the scope of the taxonomy if they engage in them. So far, none of Kamux's business activities have been classified in the taxonomy, and Kamux has no taxonomy eligible or taxonomy-aligned activities that fulfill the criteria of the EU taxonomy in its current form. Therefore, 0% of Kamux's net sales, operating costs, and capital expenditure is taxonomy eligible and 100% of them is thereby non-eligible. 0% of Kamux's net sales, operating costs, and capital expenditure is taxonomy aligned and 100% of them is non-aligned.
The largest environmental impacts of Kamux's operations are caused indirectly by vehicles used in traffic. Kamux's primary ways of creating climate impacts are related to the development of low-emission cars and their share of used car sales. Kamux enables using already manufactured cars throughout their reasonable life-cycle.
Kamux continues to monitor the EU taxonomy regulation and possible developments.
| Financial year 2023 | 2023 | Substantial contribution criteria | DNSH criteria ("Does Not Significantly Harm") |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic Activities (1) | Code (2) | Turnover (3) | Proportion of Turnover, year 2023 (4) |
Mitigation (5) mate Change Cli |
mate Change Adaptation (6) Cli |
Water (7) | Pollution (8) | my (9) Circular Econo |
Biodiversity (10) | Mitigation (11) mate Change Cli |
mate Change Adaptation (12) Cli |
Water (13) | Pollution (14) | my (15) Circular Econo |
Biodiversity (16) | m Safeguards (17) mu Mini |
(A.1.) or -eligible (A.2.) turnover, myaligned Proportion of Taxono year 2023-1 (18) |
Category enabling activity (19) | Category transitional activity (20) |
| € million |
% | Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N | Y/N | Y/N | Y/N | Y/N | Y/N | Y/N | % | E | T | ||
| A. TAXONOMY-ELIGIBLE ACTIVITES | |||||||||||||||||||
| A.1 Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | ||||||||||
| Environmentally sustainable activities (Taxonomy-aligned) |
- | - | - | - | - | - | - | - | |||||||||||
| Of which enabling | % | % | % | % | % | % | % | % |
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
| - - |
- | - |
|---|---|---|
| Turnover of Taxonomy-eligible but not environmentally sustainable activities - (not Taxonomy-aligned activities) (A.2) |
- | - |
| A. Turnover of Taxonomy-eligible - activities (A.1+A.2) |
- | |
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | ||
| Turnover of Taxonomy non-eligible | ||
| activities (B) | 1,002.1 | 100% |
| Total | 1,002.1 | 100% |
Of which transitional % % %
| Financial year 2023 | 2023 | Substantial contribution criteria | DNSH criteria ("Does Not Significantly Harm") |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic Activities (1) | Code (2) | CapEx (3) | Proportion of CapEx, year 2023 (4) |
Mitigation (5) mate Change Cli |
mate Change Adaptation (6) Cli |
Water (7) | Pollution (8) | my (9) Circular Econo |
Biodiversity (10) | Mitigation (11) mate Change Cli |
mate Change Adaptation (12) Cli |
Water (13) | Pollution (14) | my (15) Circular Econo |
Biodiversity (16) | m Safeguards (17) mu Mini |
myaligned CapEx, year 2023-1 (18) (A.1.) or eligible (A.2.) Proportion of Taxono |
Category enabling activity (19) | Category transitional activity (20) |
| € million |
% | Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N | Y/N | Y/N | Y/N | Y/N | Y/N | Y/N | % | E | T | ||
| A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1 Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | ||||||||||
| CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
- | - | - | - | - | - | - | - | - | ||||||||||
| Of which enabling | % | % | % | % | % | % | % | % | |||||||||||
| Of which transitional | % | % | % | ||||||||||||||||
| A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| - | - | - | - | ||||||||||||||||
| CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
- | - | - | ||||||||||||||||
| A. CapEx of Taxonomy-eligible activities (A.1 + A.2) |
- | - | - |
| CapEx of Taxonomy-non-eligible | ||
|---|---|---|
| activities | 13.5 | 100% |
| Total | 13.5 | 100% |
| Financial year 2023 | 2023 | Substantial contribution criteria | DNSH criteria ("Does Not Significantly Harm") |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic Activities (1) | Code (2) | OpEx (3) | Proportion of OpEx, year 2023 (4) | Mitigation (5) mate Change Cli |
mate Change Adaptation (6) Cli |
Water (7) | Pollution (8) | my (9) Circular Econo |
Biodiversity (10) | Mitigation (11) mate Change Cli |
mate Change Adaptation (12) Cli |
Water (13) | Pollution (14) | my (15) Circular Econo |
Biodiversity (16) | m Safeguards (17) mu Mini |
my aligned (A.1.) or -eligible (A.2.) OpEx, year 2023-1 (18) Proportion of Taxono |
Category enabling activity (19) | Category transitional activity (20) |
| € million |
% | Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y; N; N/EL |
Y/N | Y/N | Y/N | Y/N | Y/N | Y/N | Y/N | % | E | T | ||
| A. TAXONOMY-ELIGIBLE ACTIVITES | |||||||||||||||||||
| A.1 Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | ||||||||||
| OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
- | - | - | - | - | - | - | - | - | ||||||||||
| Of which enabling | % | % | % | % | % | % | % | ||||||||||||
| Of which transitional | % | % | % | ||||||||||||||||
| A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) | |||||||||||||||||||
| - | - | - | - |
| - - - - OpEx of Taxonomy-eligible but not environmentally sustainable activities - - - |
||
|---|---|---|
| (not Taxonomy-aligned activities) (A.2) A. OpEx of Taxonomy eligible activities - - - (A.1+A.2) |
||
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES |
||
| OpEx of Taxonomy-non-eligible |
activities 0.8 100% Total 0.8 100%
Excellent customer experience
Kamux wants to offer the best customer experience in used car retail. The goal is for Kamux's customer interactions to be smooth and transparent and to encourage recommendations. Kamux monitors performance in customer service situations systematically and strives to develop its operations based on received feedback. We measure customer satisfaction with the Net Promoter Score (NPS). In 2023, our Net Promoter Score (NPS) was 50. Customer experience is a key focus area, and we will invest heavily in its development in the coming years.
Kamux aims to be the forerunner of car retail by being reliable, open, and transparent. Kamux aims to minimize the amount of post-sale disagreements and dispute cases requiring rectification. Kamux acts in accordance with the recommendations and guidelines of local consumer authorities when providing its customers with solutions based on the life-cycle approach.
Kamux has approximately 6,000 local maintenance, repair, and cleaning service providers, including car purchase channels and partners. Partners employ people in different parts of all Kamux's operating countries. Kamux builds close partnerships that are based on compliance with the company's Code of Conduct.
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 2023, employee satisfaction and well-being at work remained on a high level. Results of the work satisfaction and well-being survey were 4.0/5 (4.0) in Finland, 3.9/5 (3.6) in Sweden, and 4.0/5 (3.9) in Germany. The entire Group's average
remained on a good level at 4.0/5 (3.9). During 2023, 15 Kamux employees changed roles within the organization.
Kamux continued development projects to develop the skills and expertise of its personnel.
The health percentage of employees was 59 on the Group level. Work safety is important at Kamux, and we strive to minimize accidents. During the year, 1 accident occurred that led to absence from work, but there were no serious workrelated accidents.
Diversity, equality and non-discrimination
The number of employees remained at the previous year's level. The number of personnel decreased slightly in Sweden, but increased correspondingly in Finland.
The average number of personnel working for Kamux converted to full-time equivalent (FTE) employees was 885 (883) in 2023, of whom 89% were male and 11% were female. The age distribution of employees was 15–83 years. The youngest employees were summer workers and the oldest were car deliverers. In 2023, Kamux employees served their customers in 18 different languages.
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. The company operates in accordance with the United Nations' Universal Declaration of Human Rights and the employees' rights defined by the International Labor Organization (ILO), as determined in Kamux's Code of Conduct.
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 the 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 2023.
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.
Kamux had 1,059 (1,326) employees on December 31, 2023, including all active full-time and part-time employees. Converted to full-time equivalent (FTE) employees, Kamux employed 885 (883) people in 2023.
| 2023 | 2022 | |
|---|---|---|
| Employees on December 31 | 1,059 | 1,326 |
| FTE employees on average | 885 | 883 |
| Wages and salaries (EUR million) | 44.6 | 38.0 |
The average number of FTE employees was divided by country as follows:
| 2023 | 2022 | |
|---|---|---|
| Finland | 583 | 568 |
| Sweden | 227 | 240 |
| Germany | 75 | 75 |
At the beginning of 2023, Kamux's Management Team comprised of CEO Juha Kalliokoski, CFO Marko Lehtonen, Country Manager for Finland Jani Koivu, Country Manager for Sweden Kerim Nielsen, Country Manager for Germany Martin
Verrelli, Chief Digital Officer Jarkko Lehtismäki, Chief People and Sustainability Officer Marjo Nurmi, Chief Sourcing Officer Juha Saarinen and Chief Business Development Officer Vesa Uotila.
Tapio Pajuharju assumed his role as CEO of Kamux on June 1, 2023, and Juha Kalliokoski stepped down from the company's operative management on June 30, 2023.
On August 2, 2023, Kamux announced that Kerim Nielsen, Country Director for Sweden and a member of the Group Management Team, had decided to pursue a career opportunity outside of Kamux Corporation in early 2024.
On October 9, 2023, Kamux announced that Aino Hökeberg had been appointed as Kamux Corporation's Chief Marketing and Concept Officer, responsible for marketing and business concept, and a member of the Group Management Team as of January 1, 2024.
On November 15, 2023, Kamux announced that Andy Rietschel had been appointed as Kamux's Country Director for Sweden and a member of the Group Management Team as of January 1, 2024. Rietschel joined Kamux on December 15, 2023.
On November 23, 2023, Kamux announced that Marko Lehtonen, the company's CFO and member of the Group Management Team, will leave Kamux on February 23, 2024.
On December 7, 2023, Kamux announced the appointment of Jukka Havia as Kamux's Chief Financial Officer and a member of the Group Management Team as of January 17, 2024.
Holdings of the Board of Directors, CEO and Management Team of the Company's outstanding shares as of December 31, 2023 were as follows:
| Ownership | |
|---|---|
| Members of the Board of Directors | 15.19% |
| CEO | 0.09% |
| Other Management Team | 0.17% |
The aim of risk management is to ensure the keeping of customer promises, profit development, the ability to pay dividend, shareholder value, responsible operating practices and the continuity of business. 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 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 of Directors on risks and risk management actions. The Board reviews the most significant risks and the measures to manage them, and assesses the effectiveness and functionality 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 preemptive risk management.
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.
Amendments to the car tax legislation or drafting of legislation can have a material adverse effect on the market of new and used cars and on Kamux. Kamux's tax burden may increase as a result of changes in tax laws or their application, or as a result of a tax audit.
Public discussion on different power sources and possible changes in power sources and related political decisions may from time to time have on impact on Kamux's operations via changes in consumer demand. Rapid 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. In addition, the repair, maintenance and insurance costs of used EV's and plug-in hybrids are subject to significant uncertainties.
The geopolitical uncertainty was reflected in the markets of European countries in many ways, for example, in monetary policy, the investment market and inflation, as well as energy and fuel prices. If prolonged, the situation may further impact people's consumption behavior and purchasing power, which may also be reflected in the used car sales.
Kamux's brand and reputation among customers and other stakeholders are important factors of success. Kamux works to minimize its reputation risk by monitoring the development of customer satisfaction, maintaining high customer service levels and operating in a responsible way.
Competent personnel deliver Kamux's results. Kamux's human resource strategy identifies personnel as the Group's most important resource, and employees are instrumental in achieving the 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.
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.
Kamux Corporation's Annual General Meeting was held on Thursday, April 20, 2023. The Meeting approved the Annual Accounts for the financial year 2022 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting also made an advisory resolution to approve the remuneration report for the governing bodies.
The Board of Directors' proposal for a dividend of EUR 0.15 per share was approved. The dividend is paid in two installments. The record date for the first dividend installment, EUR 0.05, was April 24, 2023, and the dividend was paid on May 2, 2023. The record date for the second dividend installment, EUR 0.10, was October 24, 2023, and the dividend was paid on October 31, 2023. The Board of Directors was authorized, if necessary, to decide on a new dividend payment record date and pay date for the second installment if the rules and statutes of the Finnish book-entry system change or otherwise so require.
Composition and remuneration of the Board of Directors In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting confirmed that the Board of Directors will consist of six members. In accordance with the proposal of the Shareholders' Nomination Board, Terho Kalliokoski, Reija Laaksonen,
Antti Mäkelä, Harri Sivula and Jaana Viertola-Truini were re-elected as members of the Board of Directors and Juha Kalliokoski was elected as a new member of the Board of Directors. In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting elected Terho Kalliokoski as the Chairperson of the Board and Harri Sivula as the Vice Chairperson of the Board.
In accordance with the proposal of the Shareholders' Nomination Board, the Annual General Meeting also resolved that an annual compensation of EUR 68,000 be paid to the Chairperson of the Board and EUR 31,000 to the Board Members, and an additional compensation of EUR 5,000 per year to the Chairpersons of the Audit Committee and the Personnel and Remuneration Committee and EUR 2,500 per year to each member of the Audit Committee and the Personnel and Remuneration Committee. It was resolved that 40% of the annual fee of the Chairperson and the members of the Board of Directors is paid in Kamux Corporation shares either purchased at a prevailing market price from the market or alternatively by using own shares held by the Company after the publication of the interim report for the period January 1, 2023, to March 31, 2023. The rest of the annual fee will be paid in cash, which is used to cover taxes arising from the fees. The Company pays the transaction costs and transfer taxes related to the purchase and transfer of shares. The fees of the Committee members will be paid in cash. If the Board of Directors decides to establish new committees, the annual fees of the Chairperson and the members of the new committee will be equal to the annual fees of the Chairperson and the members of the other committees. Travel expenses will be reimbursed in accordance with the Company's travel policy.
Authorized Public Accountant PricewaterhouseCoopers Oy was re-elected as the Company's auditor in accordance with the proposal of the Board of Directors. The remuneration of
the auditor will be paid according to a reasonable invoice as approved by the Company. PricewaterhouseCoopers Oy has informed that Authorized Public Accountant Markku Launis 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 either against payment or without consideration. The issuance of shares may be carried out in deviation from shareholders' pre-emptive right (directed issue) for a weighty financial reason from the Company's perspective, such as using the shares to develop the Company's capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the Company's business operations, or to implement the Company's commitment and incentive scheme. The authorization cancels the previous authorization regarding the share issue given to the Board of Directors by the Annual General Meeting on April 20, 2022. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2024.
Authorization of the Board of Directors to decide on the repurchase of the Company's own shares The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the repurchase of a maximum of 2,000,000 of the Company's own shares using the unrestricted equity of the Company representing about 5% of all the shares in the Company. The authorization includes the right to accept the 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 the most corresponds to the market price in public trading at the time of the acquisition. The Board of Directors will be authorized to resolve upon how the shares are acquired. The authorization includes the Board's right to resolve on a directed repurchase or the acceptance of the shares as a pledge if there is a compelling financial reason for the Company to do so as provided for in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act. The shares shall be acquired to be used for the execution of the Company's share-based incentive schemes or for other purposes determined by the Board of Directors. The decision to repurchase the Company's own shares or to accept them as a pledge shall not be made so that the shares of the Company in the possession of or held as pledges by the Company and its subsidiaries would exceed 10 (ten) percent of all shares. The Board of Directors shall decide on any other matters related to the repurchase of the Company's own shares and/or accepting them as a pledge. The authorization cancels the previous authorization given to the Board of Directors by the Annual General Meeting on April 20, 2022. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until June 30, 2024.
Amendment of the Articles of Association The Annual General Meeting resolved to amend the Company's Articles of Association by adding a new section no. 12, which allows the Board of Directors to decide that a shareholder may also participate in a General Meeting by fully exercising their right to vote during the meeting by means of a telecommunications link and a technical aid (hybrid meeting), or that a General Meeting shall be held
without a meeting place in such a way that shareholders exercise their voting rights fully and in a timely manner during the meeting by means of a telecommunications link and a technical aid (remote meeting). A shareholder attending a remote meeting may exercise all their rights at the remote meeting in the same way as if they were attending the meeting in person. In addition, the sentence "The General Meeting must be held in Helsinki or Hämeenlinna." was removed from section no. 10 of the Articles of Association and it is included in the new section no. 12.
In its constitutive meeting convening after the Annual General Meeting, the Board of Directors decided to appoint Harri Sivula (chairperson), Juha Kalliokoski and Jaana Viertola-Truini as members of the Audit Committee and to appoint Reija Laaksonen (chairperson), Juha Kalliokoski and Antti Mäkelä as members of the Personnel and Remuneration Committee. In accordance with the independence assessment of the Board of Directors, Juha Kalliokoski is dependent of the Company and its major shareholders. The other members are independent of both the Company and its major shareholders.
The decisions of the Annual General Meeting and the constitutive meeting of the Board of Directors were published in a stock exchange release on April 20, 2023.
On September 11, 2023, Kamux announced the composition of the Shareholders' Nomination Board. The Shareholders' Nomination Board consists of four members. The right to nominate the three members representing the shareholders is determined based on ownership in order of magnitude on the first business day of August preceding the Annual General Meeting, according to the shareholders' register held by Euroclear Finland Ltd. In addition, the Chairperson of the Board of Directors is a member of the Nomination Board.
The composition of the Shareholders' Nomination Board for the term 2023–2024 was determined based on holdings on August 1, 2023, in the shareholders' register and evidence received of the holdings. The following shareholders used their nomination right and the following members were nominated to Kamux's Shareholders' Nomination Board:
The Nomination Board gave its proposals for the Annual General Meeting 2024 to the Company's Board of Directors on January 26, 2024.
On February 26, 2021, the Board of Directors of Kamux Corporation decided to approve the new long-term sharebased incentive plan for the Group's key personnel for the years 2021−2023.
The plan is divided into three one-year earning periods, the first of which began at the beginning of the year 2021. The commitment period following the earning period ends on April 30, 2024. In addition, the plan includes an additional component based on the market value of the Company. Based on the additional component, if the criteria are met, additional shares are distributed after the end of the 2023 earnings period.
The entire plan is accounted for as an equity-settled payment with net settlement features. The fair value of the plan was determined on the grant date. The fair value of
the plan is expensed during the three years until the end of the commitment period. In 2023, the total effect of the share-based plans on the consolidated income for the financial year was EUR -0.1 million (-0.2).
On March 3, 2023, Kamux announced that an ESG criterion based on the company's sustainability program is added as a key performance indicator to the 2023 earnings criteria of the share-based incentive plan. In addition, the weight of the operating profit criterion was increased for the 2023 performance period.
Note 5.3 of the consolidated financial statements contains more information on share-based incentive plans.
On June 21, 2023, Kamux announced that the Board of Directors of Kamux Corporation had approved a long-term share-based incentive plan for the years 2023–2026 for Tapio Pajuharju, Kamux Corporation's CEO as of June 1, 2023. The objective of the plan was to encourage and commit the CEO to implement the strategy and to increase the value of the company in the long term, as well as to align the objectives of the company's shareholders and key employees to increase the value of the company. The plan also aimed to commit the CEO to the company and provide him with a competitive remuneration scheme based on the earning and accumulation of the company's shares. The plan commenced on June 1, 2023, and and was to terminate on December 31, 2026. In February 2024, the Board of Directors decided to discontinue the CEO's share based incentive plan 2023-2026 as of January 1, 2024, as the CEO will participate in the new long-term incentive plan 2024-2026 offered to the key employees of the Company.
The principles of the remuneration of Kamux's CEO, the rest of the Management Team and the Board of Directors have been described in more detail on the Company's web pages at www.kamux.com > Governance > Remuneration.
At the beginning of 2023, the Company held 4,038 treasury shares. In March 2023, a total of 2,060 shares, and in September, a total of 863 shares were returned to the Company without consideration due to the termination of employment of persons covered by the share-based incentive plan. At the end of the reporting period, the Company held 6,961 treasury shares, representing 0.02% of all shares.
On January 13, 2023, Kamux received a notification pursuant to Chapter 9, Section 5 of the Securities Markets Act, according to which the total holding of funds (Danica Pension Livsforsikringsaktie and Finnish Fund) managed by Danske Bank A/S (Copenhagen, Denmark) in Kamux Corporation shares and votes had increased above five (5) percent on January 12, 2023, and was 5.05% following the notification.
On April 14, 2023, Kamux received a notification pursuant to Chapter 9, Section 5 of the Securities Markets Act, according to which the total holding of Elo Mutual Pension Insurance Company in Kamux Corporation shares and votes had decreased below five (5) percent on April 13, 2023, and was 4.97% following the notification.
On May 10, 2023, Kamux received a notification pursuant to Chapter 9, Section 5 of the Securities Markets Act, according to which the total holding of funds (Danica Pension Livsforsikringsaktie and Finnish Fund) managed by Danske Bank A/S (Copenhagen, Denmark) in Kamux Corporation shares and votes had decreased below five (5) percent on May 9, 2023, and was 4.95% following the notification.
On December 5, 2023, Kamux received a notification pursuant to Chapter 9, Section 5 of the Securities Markets Act, according to which the total holding of funds (Finnish Fund) managed by Danske Bank A/S (Copenhagen, Denmark) in Kamux Corporation shares and votes had increased above five (5) percent on December 4, 2023, and was 5.01% following the notification.
On January 22, 2024, Kamux announced that the Board of Directors of Kamux Corporation had resolved to establish a matching share plan for the recognized rising key employees of the Group. The Green Lions Plan 2024–2029 includes four (4) matching periods, covering the years 2024–2026, 2025–2027, 2026–2028 and 2027–2029. The prerequisite for participation in the plan and receiving a reward is that a participant has personally acquired Kamux shares within the limits set by the Board of Directors. Furthermore, payment of the reward is based on the participant's valid employment contract upon reward payment. The target group of the first matching period of January 1, 2024 – December 31, 2026, consists of approximately 70 recognized future key employees, who are not included in Kamux's other sharebased incentive plans. The rewards to be paid on the basis of the plan correspond to the value of an approximate maximum total of 270,000 Kamux Corporation shares (estimated using the closing share price of January 17, 2024, EUR 5.23), including also the proportion to be paid in cash. The rewards from the first matching period will be paid by the end of March 2027.
On January 26, 2024, Kamux announced the Shareholders' Nomination Board's proposals for the Annual General Meeting 2024. The Shareholders Nomination Board proposes that the company's Board of Directors shall have seven (7) members, and that the current members Juha Kalliokoski, Terho Kalliokoski, Antti Mäkelä, Harri Sivula and Jaana Viertola-Truini be re-elected as members of the Board of Directors and Maren Kroll and Kati Riikonen be elected as new members of the Board of Directors. Additionally, the Shareholders' Nomination Board proposes to the AGM that Terho Kalliokoski be re-elected as Chairperson of the Board of Directors and Harri Sivula be re-elected as Vice Chairperson of the Board of Directors. According to the evaluation made by the nominees themselves and by the Shareholders' Nomination Board, Juha Kalliokoski is dependent of both the company and its significant
shareholders whilst the other nominees are independent of the company and of its significant shareholders. In addition, the Shareholders' Nomination Board proposes to the AGM that the annual remuneration of the members of the Board of Directors and the committee fees be modestly raised (see the stock exchange released published on January 26, 2024).
On February 1, 2024, Kamux announced that a total of 2,092 Kamux Corporation's shares had been returned free of consideration to Kamux Corporation in accordance with the terms and conditions of the Corporation's share-based incentive schemes 2020 and 2021. After the return, Kamux Corporation held a total of 9,053 own shares.
On March 1, 2024, Kamux announced that the Board of Directors of Kamux Corporation has decided to approve a new long-term incentive Plan for the Group's key persons for 2024–2026. The Plan commences at the beginning of 2024 and it is divided into three one-year performance periods. For the 2024 performance period, the payment of the potential reward from the Plan is based on exceeding the company's operating profit threshold set by the Board of Directors, as well as on the development of earnings per share (ESP) and total shareholder return (TSR) and exceeding a certain ESG target indicator on an annual basis. The Board of Directors has selected 38 key persons, including the CEO, to participate in the Plan. In accordance with the terms and conditions of the Plan, the Board of Directors may decide during the performance period on the admission of new participants to the Plan. If a participant's employment or service ends before the reward payment, the reward will not, as a general rule, be paid. If the maximum targets set for the performance criteria of the performance period 2024 are reached, the total amount of rewards to be paid based on the Plan for the performance period 2024 is approximately EUR 2.5 million (gross), corresponding to an estimated maximum of approximately 456,000 Kamux shares, when the value is calculated based on the volume-weighted average share price of Kamux's share in January 2024. In addition, the Board of Directors has resolved that the long-term share-based
incentive plan for 2023–2026 for CEO Tapio Pajuharju, that was announced on June 21, 2023, will be discontinued as of January 1, 2024, and that CEO Tapio Pajuharju will participate in the company's new share-based incentive plan described above as of January 1, 2024. The Board of Directors has decided on a fixed maximum reward for the CEO for the performance period 2024. The maximum reward to be paid for the performance period 2024 is 123,000 shares.
Kamux expects its adjusted operating profit for 2024 to exceed its 2023 adjusted operating profit, which was EUR 18.0 million.
Kamux expected its adjusted operating profit for 2023 to grow from the year 2022, when the adjusted operating profit was EUR 17.5 million.
Kamux will publish its updated strategy and long-term targets on Wednesday, March 20, 2024.
On December 31, 2023, Kamux Corporation's distributable earnings totaled EUR 116,955,358.20 of which profit for the year was EUR 13,538,869.77. The Board of Directors proposes a dividend of EUR 0.17 per share to be distributed for the year 2023 and that the other distributable earnings be held in unrestricted equity (for the year 2022 a dividend of EUR 0.15 per share was distributed). The Board proposes that the dividend for the financial year 2023 be paid in two installments. The first dividend installment, EUR 0.07 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 installment payment record
date of April 22, 2024. The Board proposes that the first dividend installment pay date be April 29, 2024. The second dividend installment is to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Ltd on the second dividend installment payment record date of October 24, 2024. The Board proposes that the second dividend installment pay date be October 31, 2024. The Board proposes that it be authorized to decide, if necessary, on a new dividend payment record date and pay date for the second installment if the rules and statutes of the Finnish book-entry system change or otherwise so require.
The Annual General Meeting of Kamux Corporation is scheduled to be held on April 18, 2024.
The Corporate Governance Statement and Remuneration Report are presented as separate sections in Kamux's Annual Report which is published on the week commencing on March 25, 2024. The reports are also available on the company's website at www.kamux.com.
Hämeenlinna March 1, 2024 Kamux Corporation Board of Directors
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 2023, a total of 2,060 shares and in September a total of 863 shares were returned to the Company without consideration due to the termination of employment of key persons covered by the plan. At the end of the financial year, the Company held 6,961 treasury shares, representing 0.02% of all shares.
During the financial year, 17,841,413 (42,795,565) Kamux shares were traded on the Nasdaq Helsinki main market. The highest share price for the financial year was EUR 6.26 (11.91) and the lowest price was EUR 4.18 (4.29). On the last trading day of the financial year, December 29, 2023, the closing share price was EUR 5.61 (4.33). Kamux's volume weighted average share price during the year was EUR 5.19 (7.13). Market capitalization, excluding treasury shares, measured at the financial year's closing price was EUR 224.5 million (173.3). The trading symbol on the Nasdaq Helsinki main market is KAMUX, and Kamux is classified as a mediumsized company in the Retail sector.
At the end of 2023, the number of registered shareholders was 23,342 (26,451). Kamux's largest shareholders on December 31, 2023 were Juha Kalliokoski including both the shares owned by Juha Kalliokoski and by an investment company controlled by closely associated persons to Juha Kalliokoski (14.70%), Danske Invest Finnish Equity Fund (4.24%) and Elo Mutual Pension Insurance Company (5.27%).
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 2023, the company received notices of changes in shareholdings pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act as follows:
The total holding of funds (Danica Pension Livsforsikringsaktie and Finnish Fund) managed by Danske Bank A/S (Copenhagen, Denmark) in Kamux Corporation shares and votes increased above five (5) percent on January 12, 2023, and was 5.05% following the notification.
The total holding of Elo Mutual Pension Insurance Company in Kamux Corporation shares and votes decreased below five (5) percent on April 13, 2023, and was 4.97% following the notification.
The total holding of funds (Danica Pension Livsforsikringsaktie and Finnish Fund) managed by Danske Bank A/S (Copenhagen, Denmark) in Kamux Corporation shares and votes decreased below five (5) percent on May 9, 2023, and was 4.95% following the notification.
The total holding of funds (Finnish Fund) managed by Danske Bank A/S (Copenhagen, Denmark) in Kamux Corporation shares and votes had increased above five (5) percent on December 4, 2023, and was 5.01% following the notification.
| Largest shareholders December 31, 2023 | Share ownership | % of shares |
|---|---|---|
| 1 Kalliokoski Juha Antero | 5,368,834 | 13.42 |
| 2 Danske Invest Finnish Equity Fund | 2,004,916 | 5.01 |
| 3 Elo Mutual Pension Insurance Company | 1,539,425 | 3.85 |
| 4 Kalliola Jyri Henrikki | 1,370,800 | 3.43 |
| 5 Mäkinen Jussi Antero | 1,368,299 | 3.42 |
| 6 eQ Nordic Small Cap Mutual Fund | 1,195,135 | 2.99 |
| 7 OP-Finland Small Firms Fund | 993,768 | 2.48 |
| 8 Aktia Capital Mutual Fund | 890,442 | 2.23 |
| 9 Ilmarinen Mutual Pension Insurance Company | 824,000 | 2.06 |
| 10 OP-Finland | 723,320 | 1.81 |
| 11 FIM Fenno Mutual Fund | 622,568 | 1.56 |
| 12 Fondita Nordic Small Cap Fund | 530,000 | 1.32 |
| 13 Callardo Capital Oy | 525,143 | 1.31 |
| 14 Fondita Nordic Micro Cap Mutual Fund | 500,000 | 1.25 |
| 15 Säästöpankki Small Cap Mutual Fund | 459,274 | 1.15 |
| 16 Eq Europe Small Cap Mutual Fund | 382,271 | 0.96 |
| 17 Säästöpankki Domestic Mutual Fund | 354,193 | 0.89 |
| 18 Merivirta Jyri Tapio | 240,000 | 0.60 |
| 19 eQ Finland Investment Fund | 231,848 | 0.58 |
| 20 Pihlaja Ari Kalevi | 220,141 | 0.55 |
| 20 largest shareholders in total | 20,344,377 | 50.85 |
Excludes nominee registered shares and treasury shares. As of December 31, 2023, Kamux held 6,961 treasury shares.
| Ownership by sector, | ||||
|---|---|---|---|---|
| December 31, 2023 | Owners | % of owners | Shares | % of shares |
| Companies | 822 | 3.52 | 4,618,455 | 13.58 |
| Financial and insurance institutions |
42 | 0.18 | 6,838,615 | 20.11 |
| Government entities | 4 | 0.02 | 2,382,202 | 7.00 |
| Households | 22,400 | 95.96 | 19,390,007 | 57.01 |
| Non-profit organizations | 26 | 0.11 | 754,774 | 2.22 |
| Foreign owners | 48 | 0.21 | 28,356 | 0.08 |
| Total | 23,342 | 100.00 | 34,012,409 | 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.
| Shares | Owners | % of owners | Shares | % of shares |
|---|---|---|---|---|
| 1–100 | 10,679 | 45.75 | 454,670 | 1.14 |
| 101–500 | 8,351 | 35.78 | 2,136,404 | 5.34 |
| 501–1,000 | 2,231 | 9.56 | 1,698,705 | 4.24 |
| 1,001–5,000 | 1,730 | 7.41 | 3,635,081 | 9.08 |
| 5,001–10,000 | 178 | 0.76 | 1,278,744 | 3.20 |
| 10,001–50,000 | 127 | 0.54 | 2,616,328 | 6.54 |
| 50,001–100,000 | 17 | 0.07 | 1,174,630 | 2.94 |
| 100,001–500,000 | 14 | 0.06 | 3,647,647 | 9.12 |
| 500,001– | 15 | 0.06 | 23,375,211 | 58.41 |
| Total | 23,342 | 100.00 | 40,017,420 | 100.00 |
Includes the treasury shares held by Kamux Corporation.
| Statement of comprehensive income | 2023 | 2022 | 2021 |
|---|---|---|---|
| Revenue | 1,002.1 | 968.7 | 937.4 |
| revenue growth, % | 3.5% | 3.3% | 29.5% |
| Gross profit | 102.5 | 94.1 | 101.3 |
| as percentage of revenue, % | 10.2% | 9.7% | 10.8% |
| Earnings before interest, tax, depreciation and amortization (EBITDA) |
28.7 | 29.5 | 39.9 |
| as percentage of revenue, % | 2.9% | 3.0% | 4.3% |
| Operating profit (EBIT) | 15.8 | 17.0 | 28.0 |
| as percentage of revenue, % | 1.6% | 1.8% | 3.0% |
| Adjusted operating profit | 18.0 | 17.5 | 31.4 |
| as percentage of revenue, % | 1.8% | 1.8% | 3.3% |
| Balance sheet | |||
| Equity | 111.8 | 108.4 | 105.7 |
| Non-current liabilities | 45.4 | 47.0 | 49.8 |
| Current liabilities | 58.4 | 49.2 | 68.9 |
| Balance sheet total | 215.7 | 204.6 | 224.5 |
| Net debt | 53.8 | 59.1 | 70.4 |
| Net working capital | 97.4 | 100.2 | 103.8 |
| Inventories | 117.2 | 114.1 | 132.8 |
| Other information | |||
| Number of cars sold | 68,257 | 62,922 | 68,429 |
| Gross profit per sold car | 1,502 | 1,495 | 1,480 |
| Sales growth of like-for-like showrooms, % | 2.9% | 0.6% | 19.1% |
| Inventory turnover, days | 46.9 | 51.5 | 49.3 |
| Capital expenditures | 1.8 | 3.1 | 7.4 |
| Average number of employees during the period | 885 | 883 | 848 |
| Key figures | 2023 | 2022 | 2021 |
|---|---|---|---|
| Return on equity (ROE), % | 8.7% | 10.1% | 19.5% |
| Return on capital employed (ROI), % | 6.6% | 7.2% | 12.5% |
| Equity ratio, % | 51.9% | 53.2% | 47.3% |
| Gearing, % | 48.1% | 54.5% | 66.6% |
| Per share data | |||
| Earnings per share, basic, € | 0.24 | 0.27 | 0.49 |
| Earnings per share, diluted, € | 0.24 | 0.27 | 0.49 |
| Cash flows from operating activities per share, € | 0.63 | 0.65 | 0.18 |
| Shareholders' equity per share, € | 2.79 | 2.71 | 2.64 |
| Dividend per share, € | 0.17 * | 0.15 | 0.20 |
| Payout ratio, % | 70.9% | 55.3% | 40.7% |
| Effective dividend yield, % | 3.0% | 3.5% | 1.7% |
| Price/earnings (P/E) ratio | 23.4 | 16.0 | 23.4 |
| Highest share price, € | 6.26 | 11.91 | 18.03 |
| Lowest share price, € | 4.18 | 4.29 | 10.65 |
| Share price on December 31, € | 5.61 | 4.33 | 11.47 |
| Market capitalization of share stock, € million** | 224.5 | 173.3 | 458.6 |
| Turnover of shares, total, (1,000 shares) | 17,841 | 42,796 | 37,322 |
| Relative turnover of shares, total, % | 44.6% | 107.0% | 93.3% |
| Average no. of shares (1,000 shares), basic** | 39,990 | 39,983 | 39,932 |
| Average no. of shares (1,000 shares), diluted** | 39,989 | 39,989 | 40,001 |
| Total no. of shares (1,000 shares) on December 31** | 40,010 | 40,013 | 39,981 |
* Proposal of the Board of Directors to the Annual General Meeting ** Excluding treasury shares
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 financial statements standards. 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 financial statements standards or as substitutes for corresponding
measures under IFRS financial statements standards. 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.
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. In December 2022, the Administrative Court rejected Kamux's appeal for the most part. Kamux filed an application for leave to appeal and an appeal to the Supreme Administrative Court in January 2023. In September 2023, Kamux was notified that no leave to appeal was granted.
| EUR million | 2023 | 2022 |
|---|---|---|
| Operating profit (EBIT) | 15.8 | 17.0 |
| Strategic investigations | 0.4 | 0.1 |
| Legal processes | 0.2 | -0.1 |
| Taxes related to previous financial years | 0.4 | 0.2 |
| Own real estate operations | 0.2 | 0.2 |
| Other adjustment items* | 1.0 | - |
| Total adjustment items | 2.2 | 0.4 |
| Adjusted operating profit | 18.0 | 17.5 |
* Includes remuneration and compensations agreed in Tapio Pajuharju's CEO contract as well as restructuring costs.
| Gross profit | = | Revenue + Other operating income – Materials and services | Gearing, % | = | Net debt | |||
|---|---|---|---|---|---|---|---|---|
| 100 × | Equity | |||||||
| Earnings before interest, tax, = depreciation, and amortization (EBITDA) |
Operating profit + Depreciation and amortization | Earnings per share, | = | Profit for the period (attributable to owners of the Company) | ||||
| basic | Weighted average number of outstanding shares adjusted for share issue for the period |
|||||||
| Adjusted operating profit (EBIT) |
= | Operating profit adjusted for special items relating to strategic planning, legal processes, own real estate operations, taxes related to previous financial years and costs relating to other items. |
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 |
|||
| Net debt | = | Non-current borrowings + Current borrowings + Lease liabilities – Cash and cash equivalents |
||||||
| Financial debt | = | Non-current borrowings + Current borrowings | 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 |
|||
| Like-for-like showroom revenue growth |
Like-for-like showroom car sales | Payout ratio, % = |
100 × | Dividend/share | ||||
| = 100 × ( | Like-for-like showroom car sales in the previous year | −1 ) | Share of EPS belonging to parent company owners | |||||
| Effective dividend | Dividend/share adjusted for share issue | |||||||
| 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. |
yield, % | = | 100 × | Final quotation at close of period adjusted for share issue | ||||
| Inventories (average for 12 months) | Price/earnings (P/E) = ratio |
Final quotation at close of period adjusted for share issue | ||||||
| Inventory turnover | = | 365 × | Materials and services (rolling 12 months) | Share of EPS belonging to parent company owners | ||||
| = | Shareholders' equity Profit for the period (rolling 12 months) |
Equity attributable to equity holders of the parent | ||||||
| Return on equity (ROE), % |
100 × | Equity (average for 12 months) | per share, EUR | = | Basic number of shares at the end of period adjusted for share issue |
|||
| Return on capital employed (ROI), % |
= | 100 × | Profit for the period + Finance costs (rolling 12 months) | Market capitalization = of share stock, EUR |
||||
| Equity + Financial debt (average for 12 months) | Number of shares x closing price at the end of period | |||||||
| Equity | ||||||||
| Equity ratio, % | = | 100 × |
Balance sheet total – Advance payments received
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 2023 and 2022 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.
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
| For the year ended December 31, | ||||
|---|---|---|---|---|
| EUR million | Note | 2023 | 2022 | |
| Revenue | 2.2 | 1,002.1 | 968.7 | |
| Other operating income | 2.2 | 1.2 | 1.1 | |
| Materials and services | 2.3, 2.4 | -900.8 | -875.7 | |
| Personnel costs | 2.4 | -54.7 | -46.9 | |
| Other operating expenses | 2.4 | -19.1 | -17.7 | |
| Depreciation and amortization | 2.4 | -12.9 | -12.4 | |
| Operating profit | 15.8 | 17.0 | ||
| Finance income and costs | 4.2 | -1.9 | -1.8 | |
| Profit before income tax | 13.9 | 15.3 | ||
| Income tax | 2.5 | -4.3 | -4.4 | |
| Profit for the period | 9.6 | 10.8 | ||
| Other comprehensive income | ||||
| Items that may be subsequently reclassified to profit or loss | ||||
| Translation differences | -0.1 | -0.3 | ||
| Other comprehensive income for the period, net of tax | -0.1 | -0.3 | ||
| Total comprehensive income for the period | 9.5 | 10.5 | ||
| Profit for the period attributable to | ||||
| owners of the Company | 9.6 | 10.8 | ||
| Total comprehensive income for the period attributable to | ||||
| owners of the Company | 9.5 | 10.5 | ||
| Earnings per share for profit attributable to owners of the Company | 2.6 | |||
| Earnings per share, basic and diluted, EUR | 0.24 | 0.27 |
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
| At December 31, | ||||
|---|---|---|---|---|
| EUR million | Note | 2023 | 2022 | |
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets | 5.2 | 4.6 | 5.9 | |
| Goodwill | 5.2 | 14.0 | 14.0 | |
| Property, plant and equipment | 5.2 | 7.1 | 6.9 | |
| Lease assets | 5.2 | 41.0 | 39.2 | |
| Other receivables | 0.2 | 0.2 | ||
| Deferred tax assets | 5.5 | 1.4 | 1.3 | |
| Total non-current assets | 68.2 | 67.4 | ||
| Current assets | ||||
| Inventories | 3.1 | 117.2 | 114.1 | |
| Trade and other receivables | 3.2 | 20.8 | 17.2 | |
| Current tax assets | 0.5 | 1.6 | ||
| Cash and cash equivalents | 4.1 | 8.9 | 4.2 | |
| Total current assets | 147.5 | 137.1 | ||
| TOTAL ASSETS | 215.7 | 204.6 |
| At December 31, | |||
|---|---|---|---|
| EUR million | Liitetieto | 2023 | 2022 |
| 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 | -0.4 | -0.3 | |
| Retained earnings | 77.8 | 73.0 | |
| Profit for the period | 9.6 | 10.8 | |
| Total equity attributable to owners of the Company | 111.8 | 108.4 | |
| Non-current liabilities | |||
| Borrowings | 4.1 | 13.2 | 15.5 |
| Lease liabilities | 5.2 | 31.9 | 31.2 |
| Other non-current liabilities | 0.0 | 0.0 | |
| Provisions | 3.4 | 0.4 | 0.4 |
| Total non-current liabilities | 45.4 | 47.0 | |
| Current liabilities | |||
| Borrowings | 4.1 | 7.3 | 7.3 |
| Lease liabilities | 5.2 | 10.3 | 9.3 |
| Derivative financial instruments | 4.1 | 0.0 | 0.2 |
| Trade and other payables | 3.3 | 37.1 | 29.3 |
| Provisions | 2.3, 3.4 | 3.6 | 3.1 |
| Total current liabilities | 58.4 | 49.2 | |
| Total liabilities | 103.9 | 96.2 | |
| TOTAL EQUITY AND LIABILITIES | 215.7 | 204.6 |
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
| Share | Reserve for invested unrestricted |
Translation | Treasury | Retained | |||
|---|---|---|---|---|---|---|---|
| EUR million | Note | capital | equity | differences | shares | earnings | Total equity |
| Equity at Jan 1, 2023 | 0.1 | 24.7 | -0.3 | - | 83.8 | 108.4 | |
| Profit for the period | 9.6 | 9.6 | |||||
| Other comprehensive income | -0.1 | -0.1 | |||||
| Total comprehensive income | -0.1 | 9.6 | 9.5 | ||||
| Transactions with owners: | |||||||
| Share-based payments | 5.3 | -0.0 | -0.0 | ||||
| Dividends for owners | -6.0 | -6.0 | |||||
| Equity at Dec 31, 2023 | 0.1 | 24.7 | -0.4 | - | 87.4 | 111.8 | |
| Equity at Jan 1, 2022 | 0.1 | 24.7 | 0.0 | -0.0 | 81.0 | 105.7 | |
| Profit for the period | 10.8 | 10.8 | |||||
| Other comprehensive income | -0.3 | -0.3 | |||||
| Total comprehensive income | -0.3 | 10.8 | 10.5 | ||||
| Transactions with owners: | |||||||
| Conveyance of treasury shares | 5.4 | 0.0 | 0.0 | ||||
| Share-based payments | 5.3 | 0.1 | 0.1 | ||||
| Dividends for owners | -8.0 | -8.0 | |||||
| Equity at Dec 31, 2022 | 0.1 | 24.7 | -0.3 | - | 83.8 | 108.4 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
| EUR million Note 2023 2022 Cash flows from operating activities Profit for the period 9.6 10.8 Adjustments for: Depreciation and amortization 2.4 12.9 12.4 Finance income and costs 4.2 1.9 1.8 Change in provisions 2.3, 3.4 0.5 -0.2 Write-down of inventories 3.1 -0.3 0.7 Income taxes 2.5 4.3 4.4 Other non-cash items 0.1 0.2 Changes in working capital: Change in trade receivables and other receivables 3.2 -3.8 0.8 Change in trade payables and other payables 3.3 7.9 -11.9 Change in inventories 3.1 -2.8 15.4 Interests paid -2.7 -1.2 Other financial items, net 1.0 0.1 Income taxes paid -3.3 -7.5 Net cash inflow (outflow) from operating activities 25.2 26.1 Cash flows from investing activities Investments in property, plant and equipment 5.2 -1.2 -1.9 Investments in intangible assets 5.2 -0.6 -1.2 Net cash inflow (outflow) from investing activities -1.8 -3.1 |
For the year ended December 31, |
||
|---|---|---|---|
| December 31, | For the year ended | ||
|---|---|---|---|
| EUR million | Note | 2023 | 2022 |
| Cash flows from financing activities | |||
| Proceeds from bank loans | 4.1 | 25.9 | 24.4 |
| Repayments of bank loans | 4.1 | -28.2 | -27.0 |
| Repayments of lease liabilities | 5.2 | -10.1 | -9.6 |
| Dividends paid | -6.0 | -8.0 | |
| Other cash flows from financing activities | -0.0 | 0.1 | |
| Net cash inflow (outflow) from financing activities | -18.4 | -20.2 | |
| Net decrease/increase in cash and cash equivalents | 5.1 | 2.8 | |
| Cash and cash equivalents at the beginning of the period | 4.2 | 0.9 | |
| Effects of exchange rate changes on cash and cash equivalents |
-0.4 | 0.6 | |
| Cash and cash equivalents at the end of period | 8.9 | 4.2 |
The above consolidated statement of cash flow should be read in conjunction with the accompanying notes.
Basis of preparation
Short presentation of Kamux
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 specializing in used car sales.
The parent company's company ID is 2442327-8, domicile is Hämeenlinna and the registered address of the head office is Parolantie 66 A, 13130 Hämeenlinna.
The Company's Board of Directors has approved these financial statements at its meeting on March 1, 2024.
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.
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, 2023. 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 tangible and intangible assets that are measured at acquisition cost less accumulated depreciations and amortizations, 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 consolidated financial statements are presented in euros, which is the functional and reporting currency of the parent company. Transactions denominated in foreign currency are translated into euro by using the exchange rate prevailing at the transaction date. The income statements of the foreign subsidiaries are translated into euros by using the weighted average exchange rate for the period and balance sheets are translated into euros by using the exchange rate prevailing at the balance sheet date.
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.
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:
| judgments | Note |
|---|---|
| Repair liability costs | 2.3 and 3.4 |
| Valuation of used cars | 3.1 |
| Goodwill | 5.2 |
| Lease agreements | 5.2 |
| Deferred tax assets | 5.5 |
Kamux is a rapidly grown retail chain specialized in used cars and related integrated services. The first Kamux car showroom was opened in 2003 in Finland. At the end of 2023, Kamux had a total of 78 showrooms: 46 in Finland, 23 in Sweden and 9 in Germany. In addition, Kamux served its customers online in Finnish, Swedish and German. Since its founding, Kamux has sold more than 500,000 used cars.
Juha Kalliokoski founded Kamux in 2003 in Hämeenlinna, where Kamux's head office is still located. In 2010, Kamux had grown into a chain of 14 showrooms and started systematically offering integrated services to its customers. In 2011, the Finnish company KMX Holding Oy (now Kamux Corporation), founded by private equity firm Intera Partners, acquired control of Kamux with the existing management staying as company shareholders. With the inclusion of Intera, Kamux gained more resources and know-how to expand its business in Finland and abroad. At the end of 2012, Kamux expanded to Sweden and in December 2015 to Germany.
In 2017, Kamux was listed on Nasdaq Helsinki, gaining more than 1,200 new shareholders in the IPO. Intera Fund II Ky remained the company's largest shareholder. In September 2020, Intera Fund II Ky completely divested from Kamux after having already reduced its holdings earlier. In fall 2022, Juha Kalliokoski decided to resign as the company's CEO, and Tapio Pajuharju was appointed as the new CEO of Kamux. Pajuharju assumed his position on June 1, 2023.
On December 31, 2023, the company had a total of 23,342 shareholders. Kamux's founder Juha Kalliokoski is the company's largest shareholder when both Kalliokoski's direct holdings as well as shares owned by an investment company controlled by closely associated persons to Kalliokoski are added together.
Kamux's business is based on a combination of car showrooms and online presence, professional procurement of used cars, low fixed costs, fast inventory turnover and the sale of integrated services. Kamux's business model enables the sale of cars at an affordable price. Kamux strives to continuously develop its operations in such a way that the services it offers best meet the changing needs of customers. Kamux offers its customers third-party financing products in all of its showrooms in Finland, Sweden and Germany. In addition, Kamux offers third-party insurance products as well as its own liability extension product, Kamux Plus, for unexpected car repair costs in Finland and Sweden. A key component of Kamux's customer service concept is the home delivery service, where the car is delivered to the place agreed with the customer and at the same time a possible trade-in car is picked up, when necessary. Digital channels play a key role in the customer's purchase process, as the purchase of a car typically starts online. Kamux also serves its customers via chat. Kamux's website (kamux.fi/kamux.se/ kamux.de) had about 1,000,000 monthly visits in 2023.
Kamux acquires used cars from car auctions, leasing companies, other car dealers, finance companies, importers, private individuals and other sources. The majority of the used cars sold by Kamux are acquired from its customers as trade-in cars. Kamux has a separate purchasing organization, which is responsible for car purchases from, for example, car auctions and partly also for consumer purchases. Kamux strives to align its own and its employees' interests through its incentive scheme. The sales personnel's incentive scheme takes into account sales, car purchases and trade-in cars, as well as sales of integrated services when determining the remuneration.
Kamux's entire range of cars is available for sale by all of its sellers and showrooms, and if necessary, Kamux will transfer the car from one showroom or country to another once the sale is agreed upon.
Results by segment
Revenue
Repair costs
Expenses
Income taxes
Earnings per share
Kamux is a rapidly grown car retail chain operating in Finland, Sweden and Germany and specializing 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, real estate company and Group functions, including centralized procurement, marketing, finance, communications and Group management.
Kamux had 46 showrooms in Finland on December 31, 2023.
In Sweden Kamux opened its first showroom in December 2012 and at the end of December 2023, it operated 23 showrooms which are located in different areas of Sweden.
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 2023 Kamux operated 9 showrooms in Germany. The showrooms are located in Hamburg and in Schleswig-Holstein, Lower Saxony and Nordrhein-Westfalen states.

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 financial statements 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 |
| Segments | Group | ||||||
|---|---|---|---|---|---|---|---|
| EUR million | Finland | Sweden Germany | total | functions | Eliminations | Group | |
| 2023 | |||||||
| Revenue | 698.0 | 283.4 | 102.1 | 1,083.5 | -81.4 | 1,002.1 | |
| internal | 0.1 | 77.7 | 3.6 | 81.4 | -81.4 | 0.1 | |
| external | 697.9 | 205.6 | 98.5 | 1,002.0 | 1,002.0 | ||
| sales of used cars | 654.6 | 199.8 | 94.7 | 949.1 | 949.1 | ||
| integrated services | 43.3 | 5.9 | 3.8 | 53.0 | 53.0 | ||
| Gross profit | 75.1 | 19.1 | 8.3 | 102.5 | 102.5 | ||
| EBITDA | 35.2 | 3.4 | -0.6 | 38.0 | -9.3 | 28.7 | |
| Depreciation and amortization | -6.9 | -3.2 | -1.2 | -11.3 | -1.6 | -12.9 | |
| Operating profit | 28.3 | 0.3 | -1.8 | 26.7 | -10.9 | 15.8 | |
| Finance income and costs | -1.9 | ||||||
| Profit before income tax | 13.9 |
| Segments | Group | ||||||
|---|---|---|---|---|---|---|---|
| EUR million | Finland | Sweden Germany | total | functions | Eliminations | Group | |
| 2022 | |||||||
| Revenue | 624.5 | 301.3 | 95.5 | 1,021.2 | -52.6 | 968.7 | |
| internal | -0.0 | 50.4 | 2.1 | 52.5 | -52.6 | -0.1 | |
| external | 624.5 | 250.9 | 93.4 | 968.8 | 968.8 | ||
| sales of used cars | 582.1 | 244.6 | 89.1 | 915.9 | 915.9 | ||
| integrated services | 42.4 | 6.3 | 4.2 | 52.9 | 52.9 | ||
| Gross profit | 67.6 | 18.0 | 8.5 | 94.1 | 94.1 | ||
| EBITDA | 34.7 | 2.5 | 0.9 | 38.1 | -8.6 | 29.5 | |
| Depreciation and amortization | -8.2 | -3.1 | -1.1 | -12.4 | -0.0 | -12.4 | |
| Operating profit | 26.5 | -0.6 | -0.2 | 25.7 | -8.6 | 17.0 | |
| Finance income and costs | -1.8 | ||||||
| Profit before income tax | 15.3 |
Of the Group's non-current assets, except for deferred tax assets, EUR 42.3 million as of December 31, 2023 (EUR 40.6 million as of December 31, 2022) were located in Finland. The corresponding amounts for Sweden were EUR 17.1 million (EUR 17.5 million as of December 31, 2022) and for Germany EUR 7.5 million (EUR 8.0 million as of December 31, 2022).
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. Customers can choose between several options of Kamux Plus service. Depending of the option chosen, Kamux repairs predefined car defects that are detected within 12 or 24 months of the purchase of a car or until 20,000 or 40,000 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 | For the year ended December 31, | |||
|---|---|---|---|---|
| EUR million | 2023 | 2022 | ||
| Sales of used cars | 949.1 | 915.8 | ||
| Financing fees and Insurance commissions |
42.4 | 44.8 | ||
| Sales of Kamux Plus | 10.6 | 8.1 | ||
| Total | 1,002.1 | 968.7 |
Revenue from sales of used cars was EUR 949.1 million, or 94.7 percent of total revenue during the financial year 2023. In 2022 such revenue was EUR 915.8 million, or 94.5 percent of total revenue.
Financing fees and insurance commissions amounted to EUR 42.4 million during 2023, comprising 4.2 percent of total revenue. In 2022 fees and commissions were EUR 44.8 million or 4.6 percent of total revenue. Revenue from sales of the Kamux Plus service was EUR 10.6 million for the year ended December 31, 2023, and EUR 8.1 million in 2022.

External revenue generated in Finland was EUR 697.9 million and represented 69.6 percent of total Group revenue during 2023. In 2022 corresponding revenue was EUR 624.5 million, or 64.5 percent of total Group revenue. In Sweden external revenue amounted to EUR 205,6 million during 2023, or 20.5 percent of total Group revenue. In 2022 corresponding revenue was EUR 250.9 million, or 25.9 percent of total Group revenue. In Germany external revenue amounted to EUR 98.5 million during 2023, or 9.8 percent of total Group revenue. In 2022 corresponding revenue was EUR 93.4 million or 9.6 percent of total Group revenue.
Other operating income in the Kamux Group amounted to EUR 1.2 million in 2023 and EUR 1.1 million in 2022, and comprised mainly from insurance compensations, rental income from premises and income from customer's responsibility of the Kamux Plus service.
Contract based balance sheet items
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:
| At December 31, | |||
|---|---|---|---|
| EUR million | 2023 | 2022 | |
| Contract based assets included in prepaid expenses and accrued income |
4.2 | 4.5 | |
| Contract based liabilities included in accrued expenses and deferred income |
10.0 | 6.0 |
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, value added taxes, marginal taxes and car 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. Insurance commissions are paid mainly during the month following the rendering of the service.
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. Financing fees are paid during the maturity of each financing agreement signed with the customer in accordance with the agreement with the financing company.
The Kamux Plus service is recognized as revenue on a straight-line basis over the 12 or 24 months warranty period. Kamux Plus service provides the customer with a customer liability extension in connection with a used car sale.
Kamux's customer service and customer satisfaction strategy is 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 and Germany a car dealer has a liability to repair undisclosed defects that become apparent within one year after the purchase of the car (unless Kamux can prove that the defects arose subsequent to the sale). After one year, the burden of proof is transferred from Kamux to the customer. In Sweden the repair liability is two years after the purchase of the car.
In addition to the statutory repair liability, Kamux offers its customers the Kamux Plus services, which extends the seller's liability for defects. Depending on the Kamux Plus service option, Kamux repairs predefined defects that are detected within 12 or 24 months following the purchase of the car or within 20,000 or 40,000 driving kilometers, whichever comes first.
Repair liability provision amounted to EUR 3.4 million as at December 31, 2023 and EUR 2.9 million as at December 31, 2022. Repair and maintenance costs amounted to EUR 24.7 million during the financial year 2023, and to EUR 23.7 million during the financial year 2022. 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.
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.
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.


Repair and maintenance costs (EUR million)
| For the year ended December 31, |
||||
|---|---|---|---|---|
| EUR million | 2023 | 2022 | ||
| Materials and services | ||||
| Purchases during the period | 903.9 | 859.4 | ||
| Change in inventories | -3.3 | 16.2 | ||
| External services | 0.1 | 0.1 | ||
| Total | 900.8 | 875.7 | ||
| Personnel costs | ||||
| Wages and salaries | 44.6 | 38.0 | ||
| Pension costs | 5.6 | 4.9 | ||
| Share-based incentive scheme | 0.1 | 0.2 | ||
| Other employee benefit expenses | 4.3 | 3.9 | ||
| Total | 54.7 | 46.9 | ||
| Other operating expenses | ||||
| Premises costs | 3.6 | 3.3 | ||
| Marketing and advertising expenses | 6.0 | 6.1 | ||
| IT costs | 2.5 | 2.5 | ||
| Consulting | 1.5 | 0.9 | ||
| Voluntary personnel expenses | 1.3 | 1.0 | ||
| Rental costs of external personnel | 0.2 | 0.2 | ||
| Travel expenses | 0.4 | 0.3 | ||
| Taxes from previous financial years | 0.2 | - | ||
| Other administrative expenses | 3.5 | 3.3 | ||
| Total | 19.1 | 17.7 |
| For the year ended December 31, |
||
|---|---|---|
| EUR million | 2023 | 2022 |
| Auditors' fees (included in line other administrative expenses) | ||
| Audit fees | 0.3 | 0.2 |
| Other audit related services | 0.0 | 0.0 |
| Total | 0.4 | 0.2 |
| Depreciation and amortization by class | ||
| Intangible assets | 1.9 | 1.8 |
| Property, plant and equipment | 11.0 | 10.7 |
| Total | 12.9 | 12.4 |
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.
Kamux's average number of full-time equivalent employees was 885 during the financial period 2023 and 883 in 2022. 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 63–70 years. Employees in Sweden and Germany belong to defined contribution plans. For the employees in Sweden, an additional pension plan, classified as a defined
contribution plan, is in use. In Sweden, retirement age is 63-69 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 2023 include EUR 0.1 million and in 2022 EUR 0.2 million costs accrual related to the share-based incentive scheme.
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.
Depreciation and amortization
Depreciation on property, plant and equipment include also depreciation on lease assets in accordance with IFRS 16.
| EUR million | For the year ended December 31, |
|
|---|---|---|
| 2023 | 2022 | |
| Current tax | 4.4 | 4.3 |
| Tax on previous years | - | - |
| Change in deferred tax assets and liabilities | -0.1 | 0.1 |
| Total | 4.3 | 4.4 |
| Reconciliation of income tax expense | ||
| Profit before income tax expense | 13.9 | 15.3 |
| Tax calculated at the Finnish tax rate* | 2.8 | 3.1 |
| Non-deductible expenses | 0.2 | 0.3 |
| Difference in foreign tax rates | -0.5 | -0.3 |
| Tax losses carried forward for which a deferred tax asset has not been recognized |
1.8 | 1.3 |
| Other temporary differences for which a deferred tax asset has not been recognized |
-0.0 | -0.0 |
| Utilization of previously unrecognized tax losses carried forward | - | -0.0 |
| Other items | 0.0 | -0.0 |
| Income tax expense | 4.3 | 4.4 |
* Tax rate was 20% in 2023 and 2022.
Read more about deferred tax balances in note 5.5.
Income taxes for the period 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.
Pillar II is the OECD's initiative to address tax challenges related to the digitalisation of the global economy by introducing Global Anti-Base Erosion (GloBE) rules and a related 15% global minimum tax. The European Union's Council Directive (EU) 2022/2523 entered into force in December 2022, according to which the EU Member States shall transpose the GloBE rules into their domestic law by 31 December 2023. However, Finland among several other EU member states has not adopted the GloBE rules by the end of 2023.
According to the IASB's published amendments to IAS 12, Kamux has applied the exception provided in IAS 12 paragraph 4A and has neither recognised nor disclosed information about deferred tax assets or liabilities related to Pillar II income taxes.
Based on the impact analysis performed, income taxes calculated based on Pillar II are not expected to have a material impact on the income taxes of the Group.
| For the year ended December 31, |
||
|---|---|---|
| 2023 | 2022 | |
| Profit for the period attributable to Owners of the Company (EUR million) | 9.6 | 10.8 |
| Impact of share-based compensation scheme on number of shares | -22 | -22 |
| Weighted average number of shares outstanding during the period, basic, in thousands of shares |
39,990 | 39,983 |
| Earnings per share, basic (EUR) | 0.24 | 0.27 |
| Impact of share-based compensation scheme on number of shares | -22 | -18 |
| Weighted average number of shares outstanding during the period, fully diluted, in thousands of shares |
39,989 | 39,989 |
| Earnings per share, fully diluted (EUR) | 0.24 | 0.27 |
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.
Inventory
Trade and other receivables
Trade and other payables
Provisions and other commitments
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 tradein 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 Groupwide 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 117.2 million on December 31, 2023. On December 31, 2022 inventories amounted to EUR 114.1 million.
Revaluations of inventories to net realizable value amounted to EUR 0.3 million during 2023 which had a positive impact to result. In 2022 write-downs amounted to EUR -0.7 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".

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.
Inventory is measured at lower of cost or 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.
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.
| At December 31, | ||
|---|---|---|
| EUR million | 2023 | 2022 |
| Trade receivables | 14.7 | 11.1 |
| Prepaid expenses and accrued income | 4.8 | 5.1 |
| Other receivables | 1.3 | 0.9 |
| Total | 20.8 | 17.2 |
| Material items included in prepaid expenses and accrued income | ||
| Insurance and finance commission fees | 4.2 | 4.5 |
| Other | 0.5 | 0.6 |
| Total | 4.8 | 5.1 |
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 nonexistence of material past due trade receivables as of December 31, 2023.
Impairment losses of trade receivables recognized in profit or loss amounted to EUR 0.1 million during the year 2023. In 2022 impairment losses of trade receivables were EUR 0.1 million.
Other receivables comprise mainly from receivables related to value added taxes.
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.
| At December 31, | ||
|---|---|---|
| EUR million | 2023 | 2022 |
| Trade payables* | 9.4 | 7.0 |
| Accrued expenses and deferred income | 19.5 | 13.4 |
| Other payables** | 8.2 | 8.8 |
| Total | 37.1 | 29.3 |
| Material items included in accrued expenses and deferred income | ||
| Accrued salaries | 7.9 | 6.1 |
| Accrued interests | 0.3 | 0.0 |
| Other accrued expenses*** | 11.3 | 7.3 |
| Total | 19.5 | 13.4 |
* Trade payables also include short term car financing-related loans transferred to Kamux in connection with the purchases of the tradein cars of EUR 1.7 million as of December 31, 2023 and EUR 1.5 million as of December 31, 2022. Loans to the finance companies are paid within a short period after the purchase of the car.
** Other payables include EUR 0.8 million in December 31, 2023 and EUR 4.5 million in December 31, 2022 car tax liabilities related to sold import cars.
*** Other accrued expenses relate to deferred revenue from sales of Kamux Plus as of December 31, 2023 and 2022.
Carrying values of trade and other payables correspond to their fair values due to the short-term nature of these payables. Trade payables include also short term trade-in car finanzing-related loans from finance companies which are paid within a short period after the purchase of the car. Other accrued expences include among other things estimated car tax liabilities waiting for tax authority's car tax decisions relating to sold cars. Kamux estimates the amount of the car tax liability of imported cars at the time of sale and the estimated amount of car tax is is included in accrued expenses and deferred income. When the tax authority makes a car tax decision, the estimated car tax liability is dissolved and the difference between the estimated and the actual car tax is recognised in profit or loss. The amount of estimated car taxes is considered to correspond to the actual amounts. Other payables include car tax payables that have been decided by the tax authority and are paid within a short period.
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 under a five year fixed-term contract, which has been extended after the expiry of the fixed-term period. 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, 2023 as a non-current provision of EUR 0.4 million.
Kamux's current provisions comprise of repair liability provision and other provisions.
Other provisions comprise from cost provision related to the ongoing juridical processes against a local procurement partner in Kamux's German subsidiary and from cost provision related to business reorganization.
Changes in provisions in the financial year
| EUR million | Other provisions | Repair liability provision |
Decommissioning obligation |
Total |
|---|---|---|---|---|
| Jan 1, 2023 | 0.2 | 2.9 | 0.4 | 3.4 |
| Increases in provisions | 0.1 | 0.5 | - | 0.6 |
| Decreases in provisions | -0.1 | - | - | -0.1 |
| Provisions realized | -0.0 | - | - | -0.0 |
| Dec 31, 2023 | 0.2 | 3.4 | 0.4 | 4.0 |
| Current provisions at Dec 31, 2023 | 0.2 | 3.4 | - | 3.6 |
| Non-current provisions at Dec 31, 2023 | - | - | 0.4 | 0.4 |
| Repair liability | Decommissioning | |||
|---|---|---|---|---|
| EUR million | Other provisions | provision | obligation | Total |
| Jan 1, 2022 | 0.1 | 3.3 | 0.4 | 3.7 |
| Increases in provisions | 0.1 | - | - | 0.1 |
| Provisions realized | -0.1 | -0.3 | - | -0.4 |
| Dec 31, 2022 | 0.2 | 2.9 | 0.4 | 3.4 |
| Current provisions at Dec 31, 2022 | 0.2 | 2.9 | - | 3.1 |
| Non-current provisions at Dec 31, 2022 | - | - | 0.4 | 0.4 |
Loans against which guarantees and mortgages have been given
| At December 31, | ||
|---|---|---|
| EUR million | 2023 | 2022 |
| Loans | 15.5 | 17.8 |
| guarantees given against loans | 110.0 | 110.0 |
| At December 31, | ||
|---|---|---|
| EUR million | 2023 | 2022 |
| Rent and other payment guarantees | 0.3 | 0.3 |
Kamux has given business mortgages amounting to EUR 110.0 million at 31 December, 2023 and EUR 110.0 million as of December 31, 2022 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 the shares of the subsidiaries in Fnland and Sweden.
Capital management and net debt
Finance expenses
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.
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 | 2023 | 2022 | |
| Cash and bank accounts | 8.9 | 4.2 | |
| Total cash and cash equivalents | 8.9 | 4.2 |
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. The Group also borrows money from the financial markets by issuing commercial papers.
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 | 2023 | 2022 |
| Non-current interest-bearing liabilities | ||
| Bank loans | 13.2 | 15.5 |
| Lease liabilities | 31.9 | 31.2 |
| Total non-current interest-bearing liabilities |
45.1 | 46.7 |
| Current interest-bearing liabilities | ||
| Bank loans | 2.3 | 2.3 |
| Bank overdrafts | - | - |
| Issued commercial papers | 5.0 | 5.0 |
| Lease liabilities | 10.3 | 9.3 |
| Total current interest-bearing liabilities |
17.6 | 16.7 |
| Total interest-bearing liabilities | 62.7 | 63.3 |
| Less cash and cash equivalents | -8.9 | -4.2 |
| Net debt | 53.8 | 59.1 |
Borrowings and derivatives
In Spring 2020 Kamux renewed the 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.
Following the completion of the Oulu showroom and processing center, a ten-year term loan of EUR 5.0 million was drawn for the property in March 2022.
In December 31, 2023, Kamux Group's borrowings comprised of above mentioned term loans, of which EUR 15.5 million (EUR 17.8 million as of December 31, 2022) was in use. The term loan is currently repaid in bi-annual installments of EUR 1.2 million in March and in September. The loans mature on March 31, 2025 and on March 17, 2032.
During the financial year 2023, as in 2022, Kamux Corporation utilized short-term credits and issued commercial papers to fund working capital needs related to seasonality of the business operations. On December 31, 2023 issued commercial papers EUR 5.0 million was in use.
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.
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.
Fair values and nominal values of the derivatives
| At December 31, | ||
|---|---|---|
| EUR million | 2023 | 2022 |
| Foreign currency derivatives | ||
| Fair value | -0.0 | -0.2 |
| Value of underlying instrument | 9.7 | 18.3 |
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 9.7 million on December 31, 2023 and EUR 18.3 million on December 31, 2022.
Risks associated with Net debt
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, 2023, Kamux had cash and cash equivalents of EUR 8.9 million and as of December 31, 2022, EUR 4.2 million. In addition, Kamux had access to unused credit facilities and bank overdrafts of EUR 21.0 million as of December 31, 2023 and EUR 22.0 million as of December 31, 2022.
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 addition to the revolving credit facility, Kamux has a lease guarantee facility of EUR 0.4 million.
Following the completion of the Oulu showroom and processing center, a ten-year term loan of EUR 5.0 million was drawn for the property in March 2022.
At the end of the reporting period, EUR 15.5 million of these term-loans was in use. The term loans are currently repaid in bi-annual installments of EUR 1.2 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 110.0 million 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 and Swedish 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.
| 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, 2023 | |||||||
| Lease liabilities | 2.7 | 8.2 | 8.2 | 5.9 | 4.8 | 4.0 | 10.0 |
| Loans | 1.2 | 1.4 | 9.6 | 0.5 | 0.5 | 0.5 | 3.1 |
| Commercial papers | 2.5 | 2.5 | - | - | - | - | - |
| Accounts payables | 9.4 | - | - | - | - | - | - |
| Derivatives | 0.0 | - | - | - | - | - | - |
| Dec 31, 2022 | |||||||
| Lease liabilities | 2.4 | 7.3 | 8.3 | 5.6 | 3.9 | 3.3 | 11.0 |
| Loans | 1.2 | 1.4 | 2.6 | 9.5 | 0.0 | 0.0 | 3.5 |
| Commercial papers | 5.0 | - | - | - | - | - | - |
| Accounts payables | 7.0 | - | - | - | - | - | - |
| Derivatives | 0.1 | 0.0 | - | - | - | - | - |
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.
Weighted average interest rate of bank loans was 5.15% at the end of 2023.
Seasonality is an integral part of the business of Kamux Group, and therefore typically the highest revenue is reached in the second and third quarters of the year, which also causes fluctuations in working capital especially due to the change in inventory levels. Short-term debt financing is used for working capital funding via various sources of
funds with differing maturities as well as terms and conditions. Therefore, the end of the financial year on 31 December does not fully reflect the average interest rate sensitivities during the financial year.
Based on the actual outstanding debt financing during 2023 and using the average of interest-bearing debt balances in beginning and at the end of the month, the Company has carried out interest rate sensitivity analysis post the period by taking into account the actual debt balances excluding leasing debt. Based on this, if the market interest rates would have consistently been 1.0 %-units higher (lower), while all the other parameters were kept unchanged, the 2023 profit before taxes would have been EUR 0.3 million lower (higher) than presented in the income statement. This sensitivity analysis is indicative only, as in most of the Group's debt financing the basis has been six months Euribor rate, which is fixed for that interest period. Moreover, when assessing the results of the sensitivity analysis it shall be taken into account
that the Group receives interest income from its customers, and this income varies in relation to the underlying interest rates. In addition, in Group accounting the changes in interest rates affect via discounting or via incremental borrowing rate on certain balance sheet items, and hence potentially also change the profit and taxes of the period.
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, 2023 the Group had foreign exchange derivatives which 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 19.2 million as of December 31, 2023 and EUR 15.1 million as of December 31, 2022. In December 31, 2023 these balances were only partly hedged. If the foreign exchange risk would not have been hedged and if the weakening of the Swedish krona against euro had been 10 percent, the recalculated post-tax profit for the period had been EUR 1.0 million in 2023 (EUR 2.2 million in 2022) lower based on the sensitivity analysis. If the foreign exchange risk would not have been hedged and if the strengthening of the Swedish krona against euro had been 10 percent, the recalculated post-tax profit for the period had been EUR 2.3 million in 2023 (EUR 2.2 million in 2022) higher based on the sensitivity analysis.
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 well-established financial institutions. Kamux's exposure to credit risk is continuously monitored, in particular, if agreed payments are delayed.
The credit risk on cash and cash equivalents is limited because the counterparties are banks with high creditratings assigned by international credit-rating agencies. To spread the credit risk, Kamux deposits its cash reserves with different banks.
| For the year ended December 31, |
|||
|---|---|---|---|
| EUR million | 2023 | 2022 | |
| Interest expenses | 1.4 | 0.8 | |
| Interest expenses on lease liabilities | 0.5 | 0.5 | |
| Fair value changes for derivatives | -0.1 | 0.1 | |
| Foreign exchange gains and losses, net |
0.1 | 0.6 | |
| Other finance income and costs | 0.0 | -0.1 | |
| Total | 1.9 | 1.8 |
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.
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 financial statements standards
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.
There were no changes in the Group structure during years 2023-2022.
Group's subsidiaries as of December 31, 2022 and December 31, 2021 were as follows:
| Parent and Group | |||||
|---|---|---|---|---|---|
| Parent company | Country of incorporation | ownership (%) | Principal activities | ||
| Kamux Oyj | Finland | Holding company | |||
| Subsidiaries | |||||
| Kamux Suomi Oy | Finland | 100 | Sales of used cars | ||
| Suomen Autorahaksi Oy | Finland | 100 | Dormant company | ||
| Koy Autoportinkaarre | Finland | 100 | Real estate 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.
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 on January 9, 2020. The amount of goodwill arosen from the acquisition amounted to EUR 0.4 million and it was 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, 2023 and there were no changes in the amount of goodwill during the years 2022-2023. Goodwill is entirely allocated to the operating segment of Finland which is profitable.
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 9.1% (2022: 8.7%). 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. In 2023 the impairment test did not indicate a need for an impairment. The headroom indicated by the impairment test between the carrying amount of the assets tested and the discounted cashflows was EUR 346 million in 2023 (2022: EUR 424 million)
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 2023 and 2022 impairment testing were:
The sensitivity analyses did not indicate impairment when the parameters above were changed one at a time or all at the same time. The headroom indicated by the sensitivity analysis between the carrying amount of the assets tested and the discounted cashflows was at its lowest EUR 80 million in 2023 (2022: EUR 96 million) in a situation, where all the parameters would have realized at the same time.
Other intangible assets
Kamux has capitalized development costs and intangible rights related to IT systems as other intangible assets.
During 2022-2023, Kamux invested in new sales management system by developing new features into the system. The sales management system is one of the key enablers of Kamux's effective selling process and cost-efficient inventory management. The capitalized costs consist of external service provider invoices and development work of own employees.
In 2023 Kamux invested in new financial systems. Due to the financial systems were purchased as SaaS (Software as a Service), the costs arising from the implementations were mainly expensed in profit or loss. The intangible assets under IAS 38 arising during the development phase of the software and controlled by Kamux, are capitalized into the balance sheet.
The advance payments for intangible assets comprise of development costs of IT systems before the implementation of the systems.
The Group does not have intangible assets with indefinite useful lives except for goodwill.
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 straightline basis over the estimated useful life of 3-5 years. The amortization is recognized into profit or loss in accordance with the amortization plan.
Accounting treatment for the Cloud Computing Arrangements is depending on whether the cloud based software is classified as an intangible asset or a service agreement. The management makes judgment in assessing if any intangible assets under IAS 38 and controlled by Kamux is arising in the development phase of the arrangement.
Those arrangements, where Kamux has no control over the software, are accounted as service agreements which give Kamux during the agreement period a right to use the application software controlled by the supplier. As a basis the continuous payments for right to use the software and the configuration and customization costs relating to the software are recognized into the other operating expenses at the time the service is received. Kamux assessesd if the services relating to the configuration and customization are separately identifiable from the software as a service.
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".
| EUR million | Other intangible assets |
Advance payments and intangibles in progress |
Goodwill | Total |
|---|---|---|---|---|
| Acquisition cost at Jan 1, 2023 | 12.1 | 0.1 | 15.5 | 27.7 |
| Translation differences | 0.0 | - | - | 0.0 |
| Increases | 0.4 | 0.2 | - | 0.6 |
| Transfers between items | 0.2 | -0.2 | - | - |
| Acquisition cost at Dec 31, 2023 | 12.7 | 0.2 | 15.5 | 28.3 |
| Accumulated amortization and impairments at Jan 1,.2023 | -6.4 | - | -1.5 | -7.9 |
| Translation differences | -0.0 | - | - | -0.0 |
| Amortization | -1.9 | - | - | -1.9 |
| Accumulated amortization and impairments at Dec 31, 2023 | -8.3 | - | -1.5 | -9.8 |
| Book value at Jan 1, 2023 | 5.8 | 0.1 | 14.0 | 19.8 |
| Book value at Dec 31, 2023 | 4.4 | 0.2 | 14.0 | 18.5 |
| EUR million | Other intangible assets |
Advance payments and intangibles in progress |
Goodwill | Total |
|---|---|---|---|---|
| Acquisition cost at Jan 1, 2022 | 11.0 | 0.0 | 15.5 | 26.5 |
| Translation differences | -0.0 | - | - | -0.0 |
| Increases | 1.1 | 0.1 | - | 1.2 |
| Acquisition cost at Dec 31, 2022 | 12.1 | 0.1 | 15.5 | 27.7 |
| Accumulated amortization and impairments at Jan 1, 2022 | -4.6 | - | -1.5 | -6.1 |
| Translation differences | 0.0 | - | - | 0.0 |
| Amortization | -1.8 | - | - | -1.8 |
| Accumulated amortization and impairments at Dec 31, 2022 | -6.4 | - | -1.5 | -7.9 |
| Book value at Jan 1, 2022 | 6.4 | 0.0 | 14.0 | 20.4 |
| Book value at Dec 31, 2022 | 5.8 | 0.1 | 14.0 | 19.8 |
Property, plant and equipment Property, plant and equipment comprise of right-of-useassets of leasing agreements on showrooms, capitalized
renovation as well as modernization expenses, office furniture, machinery and equipment and car showroom building in Nedderfeld, Germany, and in Oulu, Finland.
Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives, which are:
The depreciations are recognized into profit or loss in accordance with the depreciation plan.
The Group does not capitalize borrowing costs and there are no tangible assets pledged as security for liabilities.
The useful life for the land areas is indefinite, thus land areas are not depreciated.
| 2023 | Advance payments and |
|||||
|---|---|---|---|---|---|---|
| EUR million | Land and water areas |
Buildings and structures |
Machinery and equipment |
Other tangible assets |
tangibles in progress |
Total |
| Acquisition cost at Jan 1, 2023 | 0.8 | 77.1 | 2.5 | 4.8 | 0.0 | 85.3 |
| Translation differences | - | 0.1 | 0.0 | 0.0 | - | 0.2 |
| Increases | - | 16.6 | 0.5 | 0.7 | 0.0 | 17.8 |
| Decreases | - | -4.8 | - | - | - | -4.8 |
| Transfers between items | - | - | - | 0.0 | -0.0 | - |
| Acquisition cost at Dec 31, 2023 | 0.8 | 89.0 | 3.0 | 5.5 | 0.0 | 98.4 |
| Accumulated depreciation and impairments at Jan 1,.2023 | - | -34.3 | -1.5 | -3.4 | - | -39.2 |
| Translation differences | - | -0.1 | -0.0 | -0.0 | - | -0.1 |
| Depreciation | - | -10.2 | -0.3 | -0.6 | - | -11.0 |
| Accumulated depreciation and impairments at Dec 31, 2023 | - | -44.6 | -1.7 | -4.0 | - | -50.3 |
| Book value at Jan 1, 2023 | 0.8 | 42.9 | 1.1 | 1.4 | 0.0 | 46.1 |
| Book value at Dec 31, 2023 | 0.8 | 44.5 | 1.3 | 1.5 | 0.0 | 48.0 |
| 2022 | Advance payments and |
|||||
| EUR million | Land and water areas |
Buildings and structures |
Machinery and equipment |
Other tangible assets |
tangibles in progress |
Total |
| Acquisition cost at Jan 1, 2022 | - | 70.0 | 2.3 | 4.1 | 3.8 | 80.1 |
| Translation differences | - | -2.1 | -0.0 | -0.1 | - | -2.2 |
| Increases | - | 8.0 | 0.2 | 0.6 | 0.9 | 9.8 |
| Decreases | - | -2.4 | - | - | - | -2.4 |
| Transfers between items | 0.8 | 3.6 | 0.1 | 0.2 | -4.7 | - |
| Acquisition cost at Dec 31, 2022 | 0.8 | 77.1 | 2.5 | 4.8 | 0.0 | 85.3 |
| Accumulated depreciation and impairment at Jan 1, 2022 | -29.5 | |||||
| - | -25.2 | -1.3 | -3.0 | - | ||
| Accumulated depreciation on decreases and transfers | - | 0.6 | 0.0 | 0.1 | - | 0.7 |
| Translation differences | - | 0.3 | - | - | - | 0.3 |
| Depreciation | - | -9.9 | -0.2 | -0.5 | - | -10.7 |
| Accumulated depreciation and impairment at Dec 31, 2022 | - | -34.3 | -1.5 | -3.4 | - | -39.2 |
| Book value at Jan 1, 2022 | - | 44.7 | 1.0 | 1.1 | 3.8 | 50.6 |
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 noncurrent and current lease liabilities arising from the lease
agreements are presented in the balance sheet as row items "Lease assets" and "Lease liabilities".
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 for the time being 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. Low-value leases in Kamux Group are for example leases of parking areas nearby the showrooms, short-term and low-value leases are for example job-related housing of the personnel.
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.
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 and 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 cannot 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 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 every time when the agreement is changed with an effect on the lease term.
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.
| EUR million | Lease assets | Lease liabilities |
|---|---|---|
| Jan 1, 2023 | 39.2 | 40.5 |
| Increases | 16.6 | 16.7 |
| Decreases | -4.8 | -4.9 |
| Depreciation | -10.0 | - |
| Exchange rate differences and other changes |
0.0 | 0.0 |
| Interest expenses | - | -0.5 |
| Repayments of lease liability | - | -9.7 |
| Dec 31, 2023 | 41.0 | 42.2 |
| For the year ended December 31, | ||
|---|---|---|
| EUR million | 2023 | 2022 |
| Depreciation of lease assets | -10.0 | -9.7 |
| Interest cost from lease liabilities | -0.5 | -0.5 |
| Costs from short-term and low-value leases | -0.0 | -0.1 |
| Costs from service components included in lease agreements |
-0.5 | -0.4 |
| Total expense in the statement of comprehensive income | -10.9 | -10.6 |
In 2023, the cash outflow from lease agreements amounted to EUR 10.7 million (EUR 10.0 million in year 2022).
| EUR million | Lease assets | Lease liabilities |
|---|---|---|
| Jan 1, 2022 | 44.6 | 45.9 |
| Increases | 7.9 | 7.8 |
| Decreases | -2.1 | -2.0 |
| Depreciation | -9.7 | - |
| Exchange rate differences and other changes |
-1.4 | -1.5 |
| Interest expenses | - | -0.5 |
| Repayments of lease liability | - | -9.1 |
| Dec 31, 2022 | 39.2 | 40.5 |
An incremental borrowing rate of 5.01% was used in year 2023 and 1.69% in year 2022 as a discount rate for the future lease payments.
Related parties of the Group consist of the parent company and the Group companies mentioned in note 5.1. 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.
| For the year ended December 31, |
||
|---|---|---|
| EUR million | 2023 | 2022 |
| Sales of used cars | 0.2 | 0.0 |
| Purchases of used cars | -0.2 | -0.3 |
| At December 31, | ||
| EUR million | 2023 | 2022 |
| Lease liabilities | 1.7 | 1.9 |
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.
The Group has leased from a board member of the Group, his close family members and the companies controlled by them four locations with lease agreements made for the time being and fixed-term lease agreements for 1-5 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 under normal market conditions.
Holdings of the Board of Directors, CEO and Management Team of the Company's outstanding shares as of December 31, 2023 are presented in the following table:
| Ownership | |
|---|---|
| Members of the Board of Directors | 15.19% |
| CEO | 0.09% |
| Other Management Team | 0.17% |
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 2023, the bonus percent of 12 months fixed money-based wages may not exceed 100 percent for CEO and 60 percent for other Management Team members (in 2022 45% for CEO and 45% for other Management Team members).
| For the year ended December 31, | |||
|---|---|---|---|
| EUR thousand | 2023 | 2022 | |
| Management Team salaries and other benefits (except CEO) | |||
| Wages, salaries and benefits | 1,351 | 1,409 | |
| Pension costs -defined contribution plans | 241 | 262 | |
| Share-based benefits | - | - | |
| Total | 1,592 | 1,671 | |
| CEO salaries and benefits | |||
| Wages, salaries and benefits* | 895 | 290 | |
| Pension costs -defined contribution plans | 150 | 53 | |
| Share-based benefits | - | - | |
| Total | 1,045 | 343 |
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. The Group CEO has an additional pension arrangement amounting to EUR 8,500 per year. Termination period for the CEO's employment contract is 6 months, and he 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 six months' total salary.
* Includes the signing bonus EUR 375 thousand in year 2023.
| For the year ended December 31, | ||
|---|---|---|
| EUR thousand | 2023 | 2022 |
| Board of Directors salaries and benefits | ||
| Terho Kalliokoski (from 20.4.2022) | 56 | 20 |
| Harri Sivula | 46 | 64 |
| Reija Laaksonen | 35 | 33 |
| Antti Mäkelä | 33 | 33 |
| Jaana Viertola-Truini (from April 20, 2022) | 33 | 20 |
| Juha Kalliokoski (from April 20, 2023) | 24 | - |
| Tapio Pajuharju (until April 20, 2023) | 11 | 26 |
| Tuomo Vähäpassi (until April 20, 2023) | 12 | 33 |
| Jokke Paananen (until April 20, 2022) | - | 10 |
| Total | 250 | 239 |
| Management and Board of Directors compensation in total | 2,887 | 2,253 |
In the financial year 2023 the employee benefit expenses included EUR 0.1 million and in 2022 EUR 0.2 million costs accrual related to the share-based incentive plan. The key terms and conditions for the earnings periods are described in the table below.
Share-based incentive plan for years 2021—2023 In February 2021 the Board of Directors of Kamux Corporation decided to approve the new long-term share-based incentive plan for the Group's key personnel for years 2021−2023. The plan is divided into three one-year earning periods, the first of which began at the beginning of the year 2021. Any rewards paid from the plan will be based on achieving the revenue target and the adjusted EBIT target set by the Board of Directors. In addition, the plan includes an additional component based on the market value of the Company. Based on the additional component, if the criteria is met, additional shares are distributed in spring 2024 after the end of the 2023 earnings period.
No rewards will be paid from the earnings period 2023 (LTI2023) since the vesting conditions were not met. No rewards were paid from the earnings period 2022 (LTI2022) since the vesting conditions were not met. Any rewards resulting from the earnings period 2021 (LTI2021) were paid in shares and/or in cash during spring 2022.
The net shares paid as a reward will be subject to a transfer restriction during the commitment period. The commitment period begins when the reward is paid and ends on 30 April 2024.
The entire plan is accounted for as an equity-settled payment with net settlement features. The fair value of the plan was determined on the grant date. The fair value of the plan is expensed during the three years until the end of the commitment period April 2024.
Share-based incentive scheme for the CEO In June 2023, Kamux announced that the Board of Directors of Kamux Corporation had approved a long-term sharebased incentive plan for the years 2023–2026 for Tapio Pajuharju, Kamux Corporation's CEO as of June 1, 2023. The plan commenced on June 1, 2023, and ends on December 31, 2026. The plan is divided into four earnings periods, and the payment of possible rewards will be based on the achievement of the targets set by the Board of Directors for each earnings period. For each earnings period, the targets are based on the development of the company's EBIT, market value and an ESG criterion based on the company's sustainability program. Any rewards will not be paid for the earnings period June 1–December 31, 2023, as the vesting conditions were not met.
Share-based incentive plan for years 2017-2020 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 Manangement Team members and also other key management personnel.
The amount of any gross reward paid pursuant to the plan for the earnings period 2020 (LTI2020) was determined by the achievement of goals set for the earnings criteria. 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 LTI2020 were paid in shares and cash during spring 2021.
The plans were accounted for as an equity-settled payment with net settlement features. The plans had 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 was expensed during the three years until the end of the commitment period.
| Share-based incentive plan | LTI2021-2023 | LTI2020 |
|---|---|---|
| Nature of the scheme | Shares | Shares |
| Initial grant date | February 26, 2021 | January 16, 2020 |
| Maximum amount of shares granted, pcs | 370,000 | 181,400 |
| Earnings and commitment period, years | 3 | 3 |
| Vesting conditions | To reach the revenue and EBIT target and remaining employment contract on Apr 30, 2024 |
To reach the EBIT target and remaining employment contract on Dec 31, 2022 |
| Number of people entitled to participate | 40 | 18 |
| Payment method | Share and/or cash | Share and/or cash |
| LTI2023 | LTI2022 | LTI2021 | LTI2020 | |
|---|---|---|---|---|
| Weighted average of share prices on grant dates, EUR | 5.35 | 10.74 | 14.72 | 7.74 |
| Return on equity requirement, % | - | - | - | 11.29% |
| Estimated wastage during the vesting period, % | 15.00% | 15.00% | 15.00% | 10.00% |
| Fair value of the scheme on the grant date, MEUR | 0.0 | 0.0 | 0.9 | 0.6 |
| Share price at reporting period end, EUR | 5.61 | 4.3 | 11.5 | - |
| Expected dividends, EUR | 0.16 | 0.33 | 0.66 | - |
| Expected volatility, %* | 39.70% | 4.71% | 37.01% | - |
| Risk-free rate, %* | 3.06% | -0.07% | -0.62% | - |
| Valuation model* | Monte Carlo simulation with Geometric Brownian Motion |
Monte Carlo simulation with Geometric Brownian Motion |
Monte Carlo simulation with Geometric Brownian Motion |
- |
* These parameters were only used for valuation of the market based criteria
| shares | 2023 | 2022 |
|---|---|---|
| January, 1 outstanding | 154,379 | 109,623 |
| Earned during the period | 298,854 | 88,310 |
| Vested during the period | - | -5,334 |
| Forfeited during the period | -110,126 | -38,220 |
| December 31, outstanding | 343,107 | 154,379 |
Kamux's share-based incentive plans are considered as equity-settled payments, and the compensation costs are recognized based on the number of gross shares awarded. Any rewards resulting from the plans 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 for the plan 2020. For the plans 2021-2023 the commitment period ends in spring 2024. 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 until the end of the commitment period. The accrued expense is annually adjusted to correspond the actual amount of granted shares. The plan for 2021-2023 includes also an additional component based on the market value of the Company. Based on the additional component, if the criteria is met, additional shares are distributed after the end of the 2023 earnings period. The effect of the plans in profit or loss is presented in personnel expenses and the corresponding increase is presented in the equity.
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 |
|---|---|---|---|---|
| January 1, 2022 | 39,981 | 37 | 40,017 | -0.0 |
| Conveyance of treasury shares | 38 | -38 | - | 0.0 |
| Return of share-based payments | -5 | 5 | - | - |
| December 31, 2022 | 40,013 | 4 | 40,017 | - |
| Return of share-based payments | -3 | 3 | - | - |
| December 31, 2023 | 40,010 | 7 | 40,017 | - |
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.
Returning of treasury shares in 2023 In 2023 a total of 2,923 shares were returned to the Company without consideration due to the termination of employment of persons covered by the plan. At the end of the financial year, the Company held 6,961 treasury shares, representing 0.02% of all shares.
Conveyance and returning of treasury shares in 2022 In April 2022, the Company transferred a total of 26,521 shares held by the Company to key personnel of Kamux Group for the payment of the share-based incentive plan of 2021. In May-June, the Company transferred a total of 11,263 shares held by the Company to the Members of the Board of Directors as a part of their annual compensation. In consequence to the conveyances, the balance of the retained earnings was zero. In 2022 a total of 5,320 shares were returned to the Company without consideration due to the termination of employment of persons covered by the plan. At the end of the financial year, the Company held 4,038 treasury shares, representing 0.01% of all shares.
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 2023, the Board of Directors proposes a dividend of EUR 6.8 million calculated for the outstanding shares at 31 December 2023 (EUR 0.17 per share). The Company paid a dividend of EUR 6.0 million (EUR 0.15 per share) in spring and autumn 2023 in two instalments.
The Board proposes that the dividend for the financial year 2023 will be paid in two instalments. The first dividend instalment, EUR 0.07 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 22, 2024. The Board proposes that the first dividend instalment pay date be April 29, 2024. 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 24, 2024. The Board proposes that the second dividend instalment pay date be October 31, 2024. 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
| EUR million | January 1, | Recognized through profit or loss |
Foreign exchange differences |
December 31, |
|---|---|---|---|---|
| 2023 | ||||
| Deferred tax assets | ||||
| Provisions | 0.4 | 0.1 | - | 0.5 |
| Tax losses carried forward | 0.8 | - | 0.0 | 0.8 |
| Depreciation and amortization, inventory and lease agreements |
0.1 | -0.0 | 0.0 | 0.1 |
| Total | 1.3 | 0.1 | 0.0 | 1.4 |
| Deferred tax liabilities | ||||
| Loans from financial institutions | 0.0 | -0.0 | - | 0.0 |
| Accrued expenses and deferred income | 0.0 | - | - | - |
| Total | 0.0 | -0.0 | - | 0.0 |
| Total net | 1.3 | 0.1 | 0.0 | 1.4 |
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 9.9 million as of December 31, 2023 (EUR 6.9 million as of December 2022) and in Germany EUR 22.5 million as of December 31, 2023 (EUR 18.8 million as of December 31, 2022). No deferred tax asset has been recognized for the unused tax losses carried forwards for an amount of EUR 22.5 million in Germany and for an amount of EUR 6.3 million in Sweden due to the operating losses. Unused tax losses in Sweden and in Germany will not expire under the current tax regulations.
| Deferred tax assets | ||||
|---|---|---|---|---|
| Provisions | 0.5 | -0.0 | - | 0.4 |
| Tax losses carried forward | 0.8 | - | -0.1 | 0.8 |
| Depreciation and amortization, inventory and lease agreements |
0.2 | -0.1 | -0.0 | 0.1 |
| Total | 1.5 | -0.1 | -0.1 | 1.3 |
| Deferred tax liabilities | ||||
| Loans from financial institutions | 0.0 | -0.0 | - | 0.0 |
| Accrued expenses and deferred income | 0.1 | -0.1 | 0.0 | 0.0 |
| Total | 0.1 | -0.1 | 0.0 | 0.0 |
| Total net | 1.4 | -0.1 | -0.1 | 1.3 |
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 tax 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.
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 arisen. 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.
On January 22, 2024, Kamux announced that the Board of Directors of Kamux Corporation had resolved to establish a matching share plan for the recognized rising key employees of the Group. The Green Lions Plan 2024–2029 includes four (4) matching periods, covering the years 2024–2026, 2025–2027, 2026–2028 and 2027–2029. The prerequisite for participation in the plan and receiving a reward is that a participant has personally acquired Kamux shares within the limits set by the Board of Directors. Furthermore, payment of the reward is based on the participant's valid employment contract upon reward payment. The target group of the first matching period of January 1, 2024 – December 31, 2026, consists of approximately 70 recognized future key employees, who are not included in Kamux's other share-based incentive plans. The rewards to be paid on the basis of the plan correspond to the value of an approximate maximum total of 270,000 Kamux Corporation shares (estimated using the closing share price of January 17, 2024, EUR 5.23), including also the proportion to be paid in cash. The rewards from the first matching period will be paid by the end of March 2027.
On January 26, 2024, Kamux announced the Shareholders' Nomination Board's proposals for the Annual General Meeting 2024. The Shareholders Nomination Board proposes that the company's Board of Directors shall have seven (7) members, and that the current members Juha Kalliokoski, Terho Kalliokoski, Antti Mäkelä, Harri Sivula and Jaana Viertola-Truini be re-elected as members of the Board of Directors and Maren Kroll and Kati Riikonen be elected as new members of the Board of Directors. Additionally, the Shareholders' Nomination Board proposes to the AGM that Terho Kalliokoski be re-elected as Chairperson of the Board of Directors and Harri Sivula be re-elected as Vice Chairperson of the Board of Directors. According to the evaluation made by the nominees themselves and by the Shareholders' Nomination Board, Juha Kalliokoski
is dependent of both the company and its significant shareholders whilst the other nominees are independent of the company and of its significant shareholders. In addition, the Shareholders' Nomination Board proposes to the AGM that the annual remuneration of the members of the Board of Directors and the committee fees be modestly raised.
On February 1, 2024, Kamux announced that a total of 2,092 Kamux Corporation's shares had been returned free of consideration to Kamux Corporation in accordance with the terms and conditions of the Corporation's share-based incentive scheme 2020 and 2021. After the return, Kamux Corporation held a total of 9,053 own shares.
On March 1, 2024, Kamux announced that the Board of Directors of Kamux Corporation has decided to approve a new long-term incentive Plan for the Group's key persons for 2024–2026. The Plan commences at the beginning of 2024 and it is divided into three one-year performance periods. For the 2024 performance period, the payment of the potential reward from the Plan is based on exceeding the company's operating profit threshold set by the Board of Directors, as well as on the development of earnings per share (ESP) and total shareholder return (TSR) and exceeding a certain ESG target indicator on an annual basis. The Board of Directors has selected 38 key persons, including the CEO, to participate in the Plan. In accordance with the terms and conditions of the Plan, the Board of Directors may decide during the performance period on the admission of new participants to the Plan. If a participant's employment or service ends before the reward payment, the reward will not, as a general rule, be paid. If the maximum targets set for the performance criteria of the performance period 2024 are reached, the total amount of rewards to be paid based on the Plan for the performance period 2024 is approximately EUR 2.5 million (gross), corresponding to an estimated maximum of approximately 456,000 Kamux shares, when the value is calculated based on the volume-weighted average share
price of Kamux's share in January 2024. In addition, the Board of Directors has resolved that the long-term share-based incentive plan for 2023–2026 for CEO Tapio Pajuharju, that was announced on June 21, 2023, will be discontinued as of January 1, 2024, and that CEO Tapio Pajuharju will participate in the company's new share-based incentive plan described above as of January 1, 2024. The Board of Directors has decided on a fixed maximum reward for the CEO for the performance period 2024. The maximum reward to be paid for the performance period 2024 is a maximum of 123,000 shares.
New and revised standards effective in January 1, 2023 From 1 January 2023, Kamux has applied the following new standards and amendments:
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction. The amendment clarifies how deferred taxes should be recognised in a single transaction such as a lease.
Amendments to IAS 1 Presentation of Financial Statements: Disclosure of Accounting policies. The amendment clarifies in which situations a change in an accounting policy is material and should be disclosed.
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates. The amendment clarifies the definition and application of an accounting estimate.
Amendments to IAS 12, International Tax Reform—Pillar II Model Rules. Pillar II is the OECD's initiative to address tax challenges related to the digitalisation of the global economy by introducing Global Anti-Base Erosion (GloBE) rules and a related 15% global minimum tax. The European Union's Council Directive (EU) 2022/2523 entered into force in December 2022, according to which the EU Member States shall transpose the GloBE rules into their domestic law by 31 December 2023. According to the IASB's published amendments to IAS 12, Kamux has applied the exception provided in IAS 12 paragraph 4A and has neither recognised nor disclosed information about deferred tax assets or liabilities related to Pillar II income taxes. Pillar II rules have been enacted, but are not yet in effect for the financial year 2023, in several countries where Kamux has operations, including Finland where Kamux Corporation is incorporated. Based on the impact analysis performed, income taxes concerning Pillar II are not expected to have a material impact on the income taxes of the group. However, there is uncertainty regarding how and when the jurisdictions where
Kamux operates will implement the Pillar II rules, and how different authorities will interpret the global rules. Therefore, the impact of Pillar II rules on the income taxes of the group may differ from Kamux's current estimate.
Other changes of the IFRS standards and interpretations effective for periods after January 1, 2023 had no material impact on the consolidated financial statements or they were not applicable to the Group.
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 but will be effective on financial years beginning on or after January 1, 2024. 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.
Effective from periods beginning on January 1, 2024: Amendments to IAS 1, Classification of Liabilities as Current or Non-current, clarify the classification of a liability as current or non-current in a situation where an entity has a right to defer its settlement for at least twelve months. In accordance with the amended guidance, a liability that is due within 12 months after the reporting date is presented as non-current if the entity has a right to extend it for at least 12 months after the reporting date. In this case, the liability is classified as noncurrent on reporting date even regardless of the probability or intention of the management to settle it within the next 12 months. Similarly, a liability is classified as non-current even if the right to extend it for at least 12 months is conditional and the entity is not expected to meet these conditions provided that the covenant assessment is taking place only after the end of the reporting period. In accordance with the management's estimation the amendment will not have a material effect on the consolidated financial statements.
In accordance with the management's estimation the other published new standards or amendments will not have a material effect on the consolidated financial statements or they will not be applicable to the Group.
| For the year ended December 31, | ||||
|---|---|---|---|---|
| EUR million | 2023 | 2022 | ||
| REVENUE | 10.0 | 8.2 | ||
| Other operating income | 0.0 | 0.0 | ||
| Expenses | ||||
| Materials and services | ||||
| Purchases of materials | -0.1 | 0.1 | ||
| Total materials and services | -0.1 | 0.1 | ||
| Personnel expenses | ||||
| Salaries and fees | -4.0 | -2.5 | ||
| Social security expenses | ||||
| Pension expenses | -0.6 | -0.4 | ||
| Other social security expenses | -0.1 | -0.1 | ||
| Total personnel expenses | -4.7 | -3.0 | ||
| Depreciation and amortization | ||||
| Depreciation and amortization according to plan | -1.6 | -0,0 | ||
| Other operating expenses | -4.9 | -5.8 | ||
| Total expenses | -11.2 | -8.7 | ||
| OPERATING LOSS | -1.3 | -0.5 |
| For the year ended December 31, | ||||
|---|---|---|---|---|
| EUR million | 2023 | 2022 | ||
| Financial income and expenses | ||||
| Interest and other financial income | ||||
| From Group companies | 1.8 | 2.6 | ||
| From others | 3.8 | 2.0 | ||
| Total | 5.5 | 4.6 | ||
| Interest and other financial expenses | ||||
| To others | -4.8 | -3.0 | ||
| Total | -4.8 | -3.0 | ||
| Total financial income and expenses | 0.7 | 1.6 | ||
| PROFIT BEFORE APPROPRIATIONS AND TAXES | -0.6 | 1.1 | ||
| Appropriations | ||||
| Group contributions received | 17.5 | 15.0 | ||
| Total appropriations | 17.5 | 15.0 | ||
| Direct taxes | -3.4 | -3.2 | ||
| PROFIT FOR THE FINANCIAL YEAR | 13.5 | 12.9 | ||
| At December 31, | ||||
|---|---|---|---|---|
| EUR million | 2023 | 2022 | ||
| ASSETS | ||||
| NON-CURRENT ASSETS | ||||
| Intangible assets | ||||
| Intangible rights | 4.0 | 0.1 | ||
| Total | 4.0 | 0.1 | ||
| Tangible assets | ||||
| Machinery and equipment | 0.1 | - | ||
| Total | 0.1 | - | ||
| Investments | ||||
| Investments in subsidiaries | 60.3 | 55.3 | ||
| Total | 60.3 | 55.3 | ||
| CURRENT ASSETS | ||||
| Non-current receivables | ||||
| Non-current receivables from Group companies | 21.0 | 9.0 | ||
| Total | 21.0 | 9.0 | ||
| Current receivables | ||||
| Trade receivables | 0.0 | - | ||
| Receivables from Group companies | 45.1 | 60.4 | ||
| Other receivables | 0.1 | 0.3 | ||
| Prepaid expenses and accrued income | 0.2 | 1.5 | ||
| Total | 45.4 | 62.2 | ||
| Cash at hand and in banks | 5.7 | 3.4 | ||
| TOTAL ASSETS | 136.6 | 130.0 |
| At December 31, | |||
|---|---|---|---|
| 2023 | 2022 | ||
| 0.1 | 0.1 | ||
| 25.3 | 25.3 | ||
| 78.1 | 71.2 | ||
| 13.5 | 12.9 | ||
| 117.0 | 109.5 | ||
| 0.1 | - | ||
| 9.0 | 11.0 | ||
| 7.0 | 7.0 | ||
| 1.3 | 0.7 | ||
| 0.7 | 0.3 | ||
| 0.3 | 0.9 | ||
| 0.1 | 0.1 | ||
| 1.1 | 0.5 | ||
| 19.6 | 20.5 | ||
| 136.6 | 130.0 | ||
| For the year ended December 31, | ||
|---|---|---|
| EUR million | 2023 | 2022 |
| Profit for the financial year | 13.5 | 12.9 |
| Adjustments: | ||
| Financial income and expenses | -0.7 | -1.6 |
| Group contributions received | -17.5 | -15.0 |
| Depreciation and amortization | 1.6 | 0.0 |
| Other adjustments | - | 0.0 |
| Direct taxes | 3.4 | 3.2 |
| Change in net working capital: | ||
| Change in trade and other receivables | 0.2 | -0,0 |
| Change in trade and other payables | 0.2 | 0.1 |
| Change in provisions | 0.1 | - |
| Interests paid and payments on other operating expenses | -2.1 | -0.7 |
| Interests received | 2.5 | 2.5 |
| Taxes paid | -2.2 | -5.8 |
| Net cash from/in operating activities (A) | -0.9 | -4.3 |
| Payments for property, plant and equipment and intangible assets |
-5.6 | -0.1 |
| Investments in subsidiaries | -5.0 | -8.6 |
| Net cash from/in investing activities (B) | -10.6 | -8.7 |
| For the year ended December 31, | ||
|---|---|---|
| EUR million | 2023 | 2022 |
| Repayments of bank loans | -27.9 | -26.9 |
| Proceeds from bank loans | 25.9 | 19.4 |
| Net change of intra-group receivables and payables | 6.9 | 4.5 |
| Dividends paid | -6.0 | -8.0 |
| Group contributions received | 15.0 | 27.0 |
| Net cash from/in financing activities (C) | 13.9 | 16.0 |
| Change in cash (A+B+C) | 2.5 | 2.9 |
| Cash at hand and in bank at the beginning of the financial year | 3.4 | 0.0 |
| Exchange rate differences | -0.2 | 0.5 |
| Cash at hand and in bank at the end of the financial year | 5.7 | 3.4 |
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 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 their nominal value or 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 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.
The Company does not recognize deferred tax assets in the financial statements of the parent company.
| EUR million | 2023 | 2022 |
|---|---|---|
| Revenue | ||
| Services to Group companies | 10.0 | 8.2 |
| Total | 10.0 | 8.2 |
| Revenue | ||
| Geographical distribution | ||
| Domestic | 6.1 | 5.1 |
| Other Europe | 3.9 | 3.1 |
| Total | 10.0 | 8.2 |
| Personnel expenses and fees | ||
| Salaries and fees | 4.0 | 2.5 |
| Pension expenses | 0.6 | 0.4 |
| Other social security expenses | 0.1 | 0.1 |
| Total | 4.7 | 3.0 |
| Number of personnel | 26 | 22 |
| Other operating expenses | ||
| Voluntary personnel expenses | 0.1 | 0.2 |
| Travel expenses | 0.1 | 0.1 |
| Marketing expenses | 0.3 | 1.0 |
| Administrative services | 2.0 | 4.0 |
| Other administrative expenses | 0.4 | 0.1 |
| Other operating expenses | 1.9 | 0.5 |
| Total | 4.9 | 5.8 |
| EUR million | 2023 | 2022 |
|---|---|---|
| Auditor's remuneration | ||
| Audit fee | 0.1 | 0.1 |
| Other services from main auditor | 0.0 | 0.0 |
| Total | 0.2 | 0.1 |
| Appropriations | ||
| Group contribution received | 17.5 | 15.0 |
| Total | 17.5 | 15.0 |
| Non-current assets | ||
| Other capitalized long term expenditures | ||
| opening balance Jan 1 | 0.1 | 0.0 |
| additions during the financial year | 5.6 | 0.1 |
| amortizations during the financial year | 1.6 | 0.0 |
| closing balance Dec 31 | 4.1 | 0.1 |
| Investments | ||
| Investments in subsidiaries | ||
| opening balance Jan 1 | 55.3 | 45.8 |
| additions during the financial year | 5.0 | 9.5 |
| closing balance Dec 31 | 60.3 | 55.3 |
| Non-current receivables from Group companies | ||
| Non-current loan receivables from Group companies | 17.5 | 5.8 |
| Non-current interest receivables | 3.5 | 3.2 |
| Total | 21.0 | 9.0 |
| EUR million | 2023 | 2022 |
|---|---|---|
| Short-term receivables | ||
| Trade receivables | 0.0 | - |
| Total | 0.0 | - |
| Current receivables from Group companies | ||
| Current loan receivables from Group companies | 43.7 | 58.8 |
| Trade receivables | 1.4 | 1.6 |
| Total | 45.1 | 60.4 |
| Prepaid expenses and accrued income | ||
| Taxes | 0.1 | 1.4 |
| Other | 0.2 | 0.1 |
| Total | 0.3 | 1.5 |
| Shares | ||
| Group companies | ||
| Kamux Suomi Oy | 100% | 100% |
| Suomen Autorahaksi Oy (100 %) | ||
| KMX Holding AB | 100% | 100% |
| Kamux AB (100%) | ||
| Kamux Auto GmbH | 100% | 100% |
| Koy Autoportinkaarre | 100% | 100% |
| EUR million | 2023 | 2022 |
|---|---|---|
| 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 | 84.1 | 79.2 |
| Dividend distribution | -6.0 | -8.0 |
| Acquisition of treasury shares | - | 0.0 |
| Retained earnings on Dec 31 | 78.1 | 71.2 |
| Profit/loss for the financial year | 13.5 | 12.9 |
| Total equity | 117.0 | 109.5 |
| Distributable earnings Dec 31 | ||
| Retained earnings | 78.1 | 71.2 |
| Profit for the financial year | 13.5 | 12.9 |
| Invested non-restricted equity fund | 25.3 | 25.3 |
| Total | 117.0 | 109.4 |
| EUR million | 2023 | 2022 |
|---|---|---|
| Provisions | ||
| Short-term provisions (Re-structuring provision) | 0.1 | - |
| Total | 0.1 | - |
| Loans from financial institutions | ||
| Nordea Pankki Suomi Oyj | ||
| Instalments to be paid within one year | 7.0 | 7.0 |
| Instalments to be paid after one year | 9.0 | 11.0 |
| Total | 16.0 | 18.0 |
| Trade creditors | ||
| Trade Payables | 0.2 | 0.3 |
| Trade payables recorded by journal entries | 0.5 | 0.0 |
| Total | 0.7 | 0.3 |
| Other liabilities | ||
| Current other liabilities | 0.1 | 0.1 |
| Total | 0.1 | 0.1 |
| Current loans to Group companies | ||
| Current loans to Group companies | 1.3 | 0.7 |
| Accrued expenses and deferred income | 0.3 | 0.9 |
| Total | 1.6 | 1.7 |
| Accrued expenses and deferred income | ||
| Personnel expenses | 0.9 | 0.4 |
| Other | 0.2 | 0.2 |
| Total | 1.1 | 0.5 |
| EUR million | 31.12.2023 | 31.12.2022 |
|---|---|---|
| Pledges and guarantees | ||
| Loans | 23.0 | 25.0 |
| Amount in use | 11.0 | 13.0 |
| Guarantees given on loans | ||
| General guarantee | ||
| Business mortgages | ||
| Total bearer bonds | 26.0 | 26.0 |
| Special guarantee | ||
| Business mortgages | ||
| Total bearer bonds | 52.0 | 52.0 |
| Pledged subsidiary shares | ||
| 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, in Sweden and in Germany and pledged the shares of Finland and Sweden subsidiaries.
Hämeenlinna, March 1, 2024
Terho Kalliokoski Chairman of the Board Harri Sivula Member of the Board
Antti Mäkelä Member of the Board
Jaana Viertola-Truini Member of the Board
Juha Kalliokoski Member of the Board
Reija Laaksonen Member of the Board
Tapio Pajuharju CEO
A report on the audit performed has been issued today.
Helsinki, March 1, 2024
PricewaterhouseCoopers Oy Authorized Public Accountants
Markku Launis Authorized Public Accountant
To the Annual General Meeting of Kamux Oyj
In our opinion
Our opinion is consistent with the additional report to the Audit Committee.
We have audited the financial statements of Kamux Oyj (business identity code 2442327-8) for the year ended 31 December 2023. The financial statements comprise:
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.
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 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.
Overview

Overall group materiality: € 2 600 000, calculated based on a combination of revenue and profit before tax. Materiality the financial statements as a whole.
Our audit procedures covered all countries and group locations significant to the Group, with emphasis on the most prominent locations in Finland and Sweden.
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.
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 below. 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
| Overall group materiality | € 2 600 000 (previous year € 2 600 000) |
|---|---|
| How we determined it | An average of 5% of the group's profit before tax and 1% of revenue. Weighted 79% the group's profit before tax and 21% revenue. |
| Rationale for the materiality benchmark applied | We chose a combination of profit before tax and revenue as the benchmark because, in our view, these benchmarks against which the performance of the group is most commonly measured by readers of the financial statements. We chose 5% of profit before tax and 1% 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 accounting processes and controls, and the industry in which the group operates.
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 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.
| 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 The Group measures inventory (€ 117,2 million) 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 the 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 of cars included in inventory at year-end. We compared the inventory value of the cars in the sample to a subsequent sales price or market value. |
| 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 2023 the value of Kamux Oyj's subsidiary shares amounted to € 60,3 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, methods, and assumptions. We assessed the appropriateness of the method and assumptions used in the impairment test. We evaluated the process of preparing the forecasted cash flows, e.g. by comparing the management's forecasts with external forecasts, both in terms of revenue growth and operating profit. The discount rates applied within the model were assessed by PwC business valuation specialist. 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.
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 IFRS Accounting Standards 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.
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:
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.
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.
We were first appointed as auditors by the annual general meeting on October 10, 2015. Our appointment represents a total period of uninterrupted engagement of nine years.
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
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.
Helsinki 1 March 2024
Authorised Public Accountants
Markku Launis Authorised Public Accountant (KHT)
PAROLANTIE 66A 13130 HÄMEENLINNA, FINLAND WWW.KAMUX.COM
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