Kamux Oyj — Proxy Solicitation & Information Statement 2021

Mar 25, 2021

Notice to the Annual General Meeting

Notice to the Annual General Meeting

Kamux Corporation        Stock Exchange Release                    25 March 2021
at 13:00 (EET)

Notice to the Annual General Meeting

Notice is given to the shareholders of Kamux Corporation to the Annual General
Meeting held on Tuesday 20 April 2021 at 10 a.m. The AGM will be held under
extraordinary meeting procedures without shareholders’ or their proxy
representatives’ presence at Hotel Kämp’s Symposion meeting venue,
Pohjoisesplanadi 29, 00100 Helsinki.

The Board of Directors of the company has resolved on exceptional meeting
procedures based on the so-called temporary act which came into force on 3
October 2020 (677/2020). To prevent the spread of the corona pandemic, it is no
possible to attend the meeting at site.

The company’s shareholders may participate in the Annual General Meeting and
exercise their shareholder rights only by voting in advance and by presenting
counterproposals or questions in advance. Instructions for shareholders are
provided in section C. “Instructions for the participants in the Annual General
Meeting”.

The company’s Board of Directors, the CEO, Management Team, the auditor and
persons nominated as members of the Board will not participate in the Annual
General Meeting and they will not give any addresses. Furthermore, no webcast to
the Annual General Meeting will be provided.

The company organizes a separate open virtual event for its shareholders on 20
April 2021 at 11.00 after the Annual General Meeting. The virtual event includes
a greeting from the Chairperson of the Board and a speech given by the CEO. The
participants of the virtual event will also have the possibility to ask
questions from the management of the company. These questions are not questions
referred to in Chapter 5, Section 25 of the Limited Liability Companies Act, but
such questions to the Annual General Meeting need to be asked in advance as
further described below. More information on the possibility to participate in
the virtual event will be found on at https://www.kamux.com/en/corporate
-governance/general-meeting/annual-general-meeting-2021/. The event is not part
of the Annual General Meeting, and it will be held only in Finnish.

A. Matters on the agenda of the Annual General Meeting

1.

1.

1. Opening of the meeting

2. Calling the meeting to order

Johanna Hölli-Koskipirtti, LL.M, will act as Chairman of the Annual General
Meeting. Should Johanna Hölli-Koskipirtti for a weighty reason not be able to
act as Chairman of the Annual General Meeting, the company’s Board of Directors
will appoint another person that it deems most suitable to act as Chairman.

1.

1. Election of persons to scrutinize the minutes and to supervise the counting
   of votes

The company’s Communications Director, Satu Otala, will scrutinize the minutes
and supervise the counting of votes. Should Satu Otala for a weighty reason not
be able to attend to these tasks, the company’s Board of Directors will appoint
another person that it deems most suitable to scrutinize the minutes and
supervise the counting of votes.

1.

1. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance in accordance with the instructions set
out in this notice and who have the right to attend the Annual General Meeting
in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act
will be recorded to have attended the Annual General Meeting. The list of votes
will be adopted according to the information provided by Euroclear Finland Ltd.

1.

1. Presentation of the annual accounts, the report of the Board of Directors and
   the Auditor’s report for the year 2020

As participation in the Annual General Meeting is possible only in advance, the
Annual Review published on 19 March 2021, which includes the company’s annual
accounts, consolidated accounts, the report of the Board of Directors and the
auditor’s report is deemed to have been presented to the Annual General Meeting.
The document is available on the company’s website.

CEO Juha Kalliokoski’s video review of 2020 is available on the Company’s
website at https://www.kamux.com/en/corporate-governance/general-meeting/annual
-general-meeting-2021/ on 25 March 2021 at 2 p.m. The video review is held in
Finnish.

1.

1. Adoption of the annual accounts

1.

1. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

The Board of Directors proposes a dividend of EUR 0.24 per share to be
distributed for the year 2020 and that the other distributable earnings be held
in unrestricted equity (for the year 2019 a dividend of EUR 0.23 per share was
distributed). The Board proposes that the dividend for the financial year 2020
will be paid in two instalments. The first dividend instalment, EUR 0.11 per
share, is to be paid to shareholders registered in the Company’s register of
shareholders maintained by Euroclear Finland Ltd on the first dividend
instalment payment record date of April 23, 2021. The Board proposes that the
first dividend instalment pay date be April 30, 2021. The second dividend
instalment, EUR 0.13 per share, is to be paid to shareholders registered in the
Company's register of shareholders maintained by Euroclear Finland Ltd on the
second dividend instalment payment record date of October 22, 2021. The Board
proposes that the second dividend instalment pay date be October 29, 2021. The
Board proposes that it be authorized to decide, if necessary, on a new dividend
payment record date and pay date for the second instalment if the rules and
statutes of the Finnish book-entry system change or otherwise so require.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability for the financial year 2020

2. Handling of the remuneration report for governing bodies

As participation in the Annual General Meeting is possible only in advance, the
Remuneration Report published by a stock exchange release on 19 March 2021, is
deemed to have been presented to the Annual General Meeting. The Remuneration
Report is available on the company’s website.

1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the annual fees payable to the members of the Board of Directors elected at the
same meeting for a term until the close of the Annual General Meeting  in 2022
are the following:

·
· EUR 60,000 for the Chairman of the Board of Directors
· EUR 30,000 for each member of the Board of Directors
· EUR 5,000 for the Chairman of the Audit Committee
· EUR 2,500 for each member of the Audit Committee.

The Shareholders’ Nomination Board proposes that 40 per cent of the annual fee
of the Chairman and the members of the Board of Directors be 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. The transfer of own
shares or acquisition of shares directly for the members of the Board of
Directors will be executed within two weeks from the publication of the interim
review for the period January 1,2021 to March 31, 2021. The rest of the annual
fee would be paid in cash, which is used to cover taxes arising from the fees.

The fees of the committee would be paid in cash. If the Board of Directors
decides to establish new committees, the annual fees of the Chairman and the
members of the new committee are equal to the annual fees of the Chairman and
the members of the Audit Committee. Travel expenses would be reimbursed in
accordance with the company’s travel policy.

1. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
six (6) members be elected to the Board of Directors.

1. Election of members, the Chairman and the Vice Chairman of the Board of
   Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
Reija Laaksonen, Antti Mäkelä, Jokke Paananen, Harri Sivula and Tuomo Vähäpassi
be re-elected as members of the Board of Directors and Tapio Pajuharju be
elected as new member of the Board of Directors. In addition, the Shareholders’
Nomination Board proposes to the Annual General Meeting that Harri Sivula be
elected as the Chairman of the Board and Tuomo Vähäpassi as Vice Chairman of the
Board.

The term of the members of the Board of Directors expires at the end of the
first Annual General Meeting following the election. The above-mentioned
candidates have consented to their positions. The Shareholders’ Nomination Board
has assessed that all proposed members of the Board of Directors are independent
from the company and its significant shareholders.

All information about the candidates that is relevant in the work of a Board
member has been presented on the company’s website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general
-meeting-2021/.

1. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the
remuneration of the auditor be paid according to their invoice as approved by
the company.

15. Election of the auditor

The Board of Directors proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy, Authorized Public Accountants, be elected as the
company's auditor. PricewaterhouseCoopers Oy has informed that Authorized Public
Accountant Mr. Janne Rajalahti will act as the principal auditor.

The term of the auditor expires at the end of the first Annual General Meeting
following the election.

1. Authorizing the Board of Directors to decide on the share issue

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares in one or more
tranches as follows:

The number of shares to be issued based on the authorization shall not exceed
4,000,000 (four million) shares, which currently corresponds to approximately 10
per cent of all the shares in the Company.

The Board of Directors decides on the terms and conditions of the issuance of
shares. The authorization concerns both the issuance of new shares as well as
the transfer of treasury shares either against a payment or without
consideration. The issuance of shares may be carried out in deviation from the
shareholders’ pre-emptive right (directed issue) for a weighty financial reason
for the Company, such as using the shares to develop the Company’s capital
structure, to finance possible acquisitions, capital expenditure or other
arrangements within the scope of the Company's business operations, or to
implement the Company's commitment and incentive scheme.

The authorization cancels the authorization given to the Board of Directors by
the Annual General Meeting of 21 April 2020 is valid until the closing of the
next Annual General Meeting, however, no longer than until 30 June 2022.

17. Authorizing the Board of Directors to decide on the repurchase of
company’s own shares

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on the repurchase of a maximum of 2,000,000 (two
million) company’s own shares using the unrestricted equity of the company
representing about 5 per cent of all the shares in the company. The
authorization includes the right to accept company’s own shares as a pledge.

The shares shall be acquired through public trading, for which reason the shares
are acquired otherwise than in proportion to the share ownership of the
shareholders and the consideration paid for the shares shall be the market price
of the Company’s share in public trading at Nasdaq Helsinki Ltd at the time of
the acquisition. Shares may also be acquired outside public trading for a price
which at most corresponds to the market price in public trading at the time of
the acquisition. The Board of Directors will be authorized to resolve upon how
the shares are acquired.

The authorization includes the Board’s right to resolve on a directed repurchase
or the acceptance of shares as a pledge, if there is a compelling financial
reason for the company to do so as provided for in Chapter 15, section 6 of the
Finnish Limited Liability Companies Act. The shares shall be acquired to be used
for execution of the Company’s share-based incentive schemes or for other
purposes determined by the Board of Directors.

The decision to repurchase or redeem company’s own shares or to accept them as
pledge shall not be made so that the shares of the company in the possession of
or held as pledges by the company and its subsidiaries would exceed 10% of all
shares.

The Board of Directors shall decide on any other matters related to the
repurchase of the company’s own shares and/or accepting them as a pledge.

The authorization cancels the authorization given to the Board of Directors by
the Annual General Meeting of 21 April 2020 and is valid until the closing of
the next Annual General Meeting, however no longer than until 30 June 2022.

1. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual
General Meeting as well as this notice are available on Kamux Corporation’s
website at https://www.kamux.com/en/corporate-governance/general-meeting/annual
-general-meeting-2021/ . Copies of the aforementioned documents and of this
notice will be sent to shareholders upon request.

The minutes of the meeting will be available on the above-mentioned website no
later than 4 May 2021.

C. Instructions for the participants in the Annual General Meeting

In order to prevent the spread of the corona pandemic, the Annual General
Meeting will be organized so that the shareholders and their proxy
representatives are not allowed to participate in the Annual General Meeting at
the meeting venue nor via webcast. The company’s shareholders can participate in
the Annual General Meeting and exercise their shareholder rights only in advance
in accordance with the instructions set out below.

1.

1. Right to participate

Each shareholder, who is registered in the shareholders’ register of the company
held by Euroclear Finland Ltd on the record date of the Annual General Meeting,
which is 8 April 2021, has the right to participate in the Annual General
Meeting. A shareholder, whose shares are registered on his/her personal Finnish
book-entry account, is registered in the shareholders’ register of the company.
A shareholder can participate in the Annual General Meeting and exercise his/her
shareholder rights only by voting in advance in accordance with the instructions
set out below.

Changes in the ownership of shares after the record date of the Annual General
Meeting do not affect the right to participate in the meeting or the number of
votes of the shareholder.

Instructions for holders of nominee registered shares are set out below under
Section C.4 “Holders of nominee registered shares”.

1. Registration and voting in advance

Registration for the Annual General Meeting and advance voting will begin at
12.00 noon on 30 March 2021 following the deadline for submitting
counterproposals as further set out in section 5 below. A shareholder registered
in the shareholders’ register of the company, who wishes to participate in the
Annual General Meeting, must register for the Annual General Meeting and vote in
advance no later than by 13 April 2021 at 4.00 p.m., by which time the
registration and votes must have been received.

A shareholder, whose shares are registered on his/her Finnish book-entry
account, can register and vote in advance on certain matters on the agenda
between 12.00 noon on 30 March 2021 and 4.00 p.m. on 13 April 2021 in the
following ways:

a)          electronically through the company’s website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general
-meeting-2021/

Registration requires strong electronic authentication of a shareholder who is a
natural person. When a shareholder who is a natural person logs into the service
through the Company's website, he/she is directed to the electronic
authentication. After this, a shareholder can in one session register to the
Annual General Meeting, authorize another person and vote in advance. Strong
electronic authentication can be made with online banking codes or a mobile
certificate. For shareholders that are legal persons, no strong electronic
authentication is required. However, shareholders that are legal persons must
provide their book-entry account number and other required information.

b)     by e-mail or regular mail

A shareholder may send the advance voting form available on the company’s
website to Euroclear Finland Ltd by e-mail to yhtiokokous@euroclear.eu or by
regular mail to Euroclear Finland Ltd, Yhtiökokous/Kamux Corporation, P.O. Box
1110, FI-00101 Helsinki, Finland. The advance voting form will be available at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general
-meeting-2021/  once the registration and advance voting begins on 30 March 2021
at 12.00 noon or shortly thereafter.

A shareholder’s advance votes are registered and taken into account if the
shareholder registers and votes in advance in accordance with the applicable
instructions and duly provides all required information in connection thereto
before the expiry of the registration and advance voting period.

The voting instructions will also be available on the company's website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general
-meeting-2021/.

In connection with the registration, a shareholder or a proxy representative is
required to provide the requested personal information. The personal information
given to the company by shareholders and proxy representatives is only used in
connection with the Annual General Meeting and with the processing of related
necessary registrations.

1. Proxy representative and powers of attorney

A shareholder is entitled to participate and make use of his or her rights as a
shareholder at the Annual General Meeting by proxy.

A person holding a shareholder's proxy should be in possession of a dated proxy
document or otherwise be able to show in a reliable manner that he or she is
entitled to act in this capacity on behalf of a shareholder. In the event that a
shareholder is represented by more than one proxy representative representing
shares held in different securities accounts, each proxy representative should
state which shares he or she represents when registering to attend the Annual
General Meeting.

A proxy and voting instruction template will be available at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general
-meeting-2021/ once the registration and advance voting begins on 30 March, 2021
at 12.00 noon or shortly thereafter.

A shareholder, who will not vote in advance himself/herself, may without any
cost for the shareholder use the Company’s proxy authorization service and
authorize Senior Legal Counsel Soila Söderström at Fondia Plc., or another of
the Company legal advisor appointed by her, to act as a proxy representative and
exercise the shareholder’s voting rights at the Annual General Meeting in
accordance with the voting instructions given by the shareholder. A signed proxy
document including an advance voting form must be delivered to Ms. Soila
Söderström, by regular mail or e-mail (before the end of the registration and
advance voting period, by which time the documents must be received). Soila
Söderström’s contact details are: Fondia Plc, Soila Söderström/Kamux
Corporation, P.O.Box 4, 00101 Helsinki; e-mail: soila.soderstrom@fondia.com.

A shareholder may participate in the Annual General Meeting and exercise his/her
rights thereat also by appointing another proxy representative of his/her
choice. A proxy representative appointed by a shareholder must also vote in
advance by regular mail or e-mail in the herein described manner (a proxy
representative cannot vote in the electronic advance voting system).

A proxy representative must deliver a proxy document given to him/her including
an advance voting form or corresponding information by regular mail to Euroclear
Finland Ltd, Yhtiökokous / Kamux Corporation, P.O. Box 1110, FI-00101 Helsinki,
Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the
registration and advance voting period, by which time the documents or
corresponding information must be received. Delivery of a proxy document and an
advance voting form to Euroclear Finland Ltd before the expiration of the
registration period constitutes due registration for the Annual General Meeting.

Holders of nominee registered shares should register and vote in advance in
accordance with the instructions set out under Section C.4 “Holders of nominee
registered shares”.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, on 8 April 2021, would be entitled to be
registered in the shareholders’ register of the company maintained by Euroclear
Finland Oy Ltd. The right to participate in the Annual General Meeting requires,
in addition, that the shareholder on the basis of such shares has been
registered into the temporary shareholders’ register held by Euroclear Finland
Ltd at the latest by 15 April 2021 at 10.00 a.m. As regards nominee registered
shares this constitutes due registration for the Annual General Meeting. Changes
in the ownership of shares after the record date of the Annual General Meeting
do not affect the right to participate in the Annual General Meeting or the
number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders’
register of the company, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank. The account management
organization of the custodian bank has to register a holder of nominee
registered shares, who wants to participate in the Annual  General Meeting, into
the temporary shareholders’ register of the company at the latest by 15 April
2021 at 10.00 a.m.

The account management organization of the custodian bank shall also take care
of the voting in advance on behalf of the holders of nominee-registered shares
within the registration period applicable to nominee-registered shares.

1. Counterproposals, right to ask questions and other information

Shareholders representing at least one hundredth (1/100) of all the shares in
the company have the right to make counterproposals concerning the matters on
the agenda of the Annual General Meeting to be placed for a vote. Such
counterproposals shall be delivered to the company by e-mail to ir@kamux.com  at
the latest by 29 March 2021 at 4.00 p.m., by which time the counterproposals
must be received by the company.

A counterproposal is eligible for voting at the Annual General Meeting if the
shareholders who have made the counterproposal have the right to attend the
meeting and on the record date of the Annual General Meeting represent at least
one hundredth (1/100) of all shares in the company. If a counterproposal is not
eligible for voting at the Annual General Meeting, the votes given in favor of
such a counterproposal will not be taken into account. The company will publish
potential counterproposals eligible for voting on the company‘s website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general
-meeting-2021/ on 30 March 2021, at the latest.

A shareholder has the right to ask questions with respect to the matters to be
considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of
the Finnish Companies Act. Such questions must be sent by e-mail to ir@kamux.com
by 6 April 2021 at 4.00 p.m., by which time the questions must be received by
the company. Such questions by shareholders, responses to such questions by the
company‘s management as well as other counterproposals than those eligible for
voting will be available on the company‘s website at
https://www.kamux.com/en/corporate-governance/general-meeting/annual-general
-meeting-2021/ on 9 April, at the latest.

In connection with asking questions, shareholders are required to provide
adequate evidence of their shareholding.

On the date of this notice to the Annual General Meeting, 25 March 2021, the
total number of shares and votes in Kamux Corporation is 40,017,420 shares and
votes. On the date of this notice, the Company On the date of this notice the
Company holds 43,707 own shares is its possession.

In Hämeenlinna, 25 March 2021

KAMUX CORPORATION

BOARD OF DIRECTORS

More information:

Communications Director, Satu Otala, tel. +358 400 629 337

ir@kamux.fi

Kamux Corporation is a retail chain specializing in the sale of 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. In addition to digital channels, the
company has total of 78 car showrooms in Finland, Sweden and Germany. Since its
founding, the company has sold approximately 300,000 used cars, 60,657 of which
were sold in 2020. Kamux’s revenue reached EUR 724.1 million in 2020. In 2020,
Kamux’s average number of employees was 713 in terms of full-time equivalent
employees. The shares of Kamux are listed on the Nasdaq Helsinki stock exchange.

www.kamux.com