Notice of the Annual General Meeting of
Notice is given to the shareholders of
Shareholders of
Shareholders who are registered in the company's shareholders' register maintained by
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, including the consolidated accounts, the report of the Board of Directors and the Auditor's report for the financial year
- CEO's review
-
The annual accounts, consolidated accounts, annual report, and auditor's report have been available on the company's website since
March 25, 2024 .
7. Adoption of annual accounts and consolidated accounts
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
On
The Board of Directors proposes that the dividend for the financial year 2023 be paid in two instalments. The first dividend instalment,
The Board of Directors 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.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year
10. Advisory resolution on the approval of the remuneration report for governing bodies
The Board of Directors proposes that the Annual General Meeting approves
11. Advisory resolution on the approval of the remuneration policy for the governing bodies
The Board of Directors proposes that the Annual General Meeting approves
12. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the annual remuneration for members of the Board of Directors and committee fees be modestly raised. The proposed annual remuneration is as follows:
- Chairperson of the Board of Directors
EUR 70,000 (beforeEUR 68,000 ) -
Member of the Board of Directors
EUR 32,000 (beforeEUR 31,000 ) -
Chairperson of the Audit Committee
EUR 7,000 (beforeEUR 5,000 ) -
Member of the Audit Committee
EUR 3,500 (beforeEUR 2,500 ) -
Chairperson of the Personnel and Remuneration Committee
EUR 7,000 (beforeEUR 5,000 ) -
Member of the Personnel and Remuneration Committee
EUR 3,500 (beforeEUR 2,500 )
The Shareholders' Nomination Board also proposes that a Board member be paid a fee of
The Shareholders' Nomination Board proposes to the Annual General Meeting that 40 percent of the annual fee of the Chairperson and the members of the Board of Directors be paid in
The committee fees would be paid in cash. If the Board of Directors decides to establish new committees, the annual fees of the Chairperson and the members of the new committee are equal to the annual fees of the Chairperson and the members of the other committees. Travel expenses would be reimbursed in accordance with the company's travel policy.
13. Resolution on the number of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that seven (7) members be elected to the Board of Directors.
14. Election of the members, the Chairperson, and the Vice Chairperson of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that of the current members of the Board of Directors,
Additionally, the Shareholders' Nomination Board proposes to the Annual General Meeting that
All nominees above have given their consent to the position. According to the evaluation made by the nominees themselves and by the Shareholders' Nomination Board,
Mrs.
The Shareholders' Nomination Board proposes that the shareholders take a stand on the proposal for the election of the members of the Board of Directors as a whole. The Nomination Board has assessed the proposed composition of the Board of Directors as to its overall structure as well as to its individual candidates based on the requirements set forth in the Board's Diversity Policy and in the Corporate Governance Code. The Nomination Board believes that in addition to the complementary excellence and experience of the individual Board candidates, the proposed Board as a whole meets the requirements of both the Corporate Governance Code and the Board's Diversity Policy.
The relevant information on all the proposed nominees to the Board of Directors is presented on the company's website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor to be elected be paid according to their reasonable invoice as approved by the Board of Directors.
For the sake of clarity, it is noted that the elected auditor would also be paid a fee for services rendered for sustainability reporting assurance according to a reasonable invoice approved by the Board of Directors.
16. Election of the auditor
The Board of Directors proposes, based on the recommendation of the Audit Committee, to the Annual General Meeting that the auditing firm
The Audit Committee confirms that its recommendation is free from third party influence and that the Committee is not required to comply with any contractual clause referred to in Article 16(6) of the EU Regulation on Auditing (537/2014), which would limit the election of auditor by the General Meeting.
The auditor to be elected will also act as the sustainability reporting assurer of the company in accordance with the Transitional Provision amending the Limited Liability Companies Act (1252/2023). Therefore, if the auditing firm
17. Proposal to amend the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Articles of
9 § - Auditor
In accordance with the new regulation related to the Sustainability Reporting Directive, from the financial year 2024 onwards, the Annual General Meeting must elect a sustainability reporting assurer. Therefore, the Board of Directors proposes that Article 9 of the Articles of Association be amended by adding a reference to the company having a sustainability reporting assurer. Article 9 of the Articles of Association is proposed to read as follows:
"9 § Auditor and sustainability reporting assurer
The auditor of the company must be an auditing firm approved by the Finnish Patent and Registration Office. The sustainability reporting assurer of the company must be a sustainability auditing firm approved by the Finnish Patent and Registration Office.
The term of office of the auditor and the sustainability reporting assurer ends at the close of the annual general meeting of shareholders following the election of the auditor and the sustainability reporting assurer."
11 § - Annual General Meeting
The Board of Directors proposes that Article 11 of the Articles of Association be amended by including a provision to resolve on the remuneration of the sustainability reporting assurer and a provision to elect a sustainability reporting assurer. Article 11 of the Articles of Association is proposed to read as follows:
"11 § - Annual General Meeting
The annual general meeting of shareholders of the company must be held within six (6) months from the date on which the accounting period ended.
At the meeting:
the following are presented
- the financial statements, which include the consolidated financial statements, and the report of the Board of Directors; and
- the auditor's report;
the following are resolved upon:
- the adoption of the financial statements;
- the use of profits shown in the balance sheet;
- the discharge of members of the Board of Directors and the Chief Executive Officer from liability;
- the remuneration of the members of the Board of Directors, the auditor and the sustainability reporting assurer; and
- the number of the members of Board of Directors;
the following are elected:
- the Chairperson, the Deputy Chairperson and the members of the Board of Directors,
- the auditor, and
- the sustainability reporting assurer."
12 § - Place and organization of the General Meeting of Shareholders as a remote meeting
The Board of Directors proposes that Article 12 of the Articles of Association be amended by adding a possibility to hold a General Meeting in Espoo, Vantaa or Kauniainen, in addition to
"12 § Place and organization of the General Meeting of Shareholders as a remote meeting
The General Meeting may be held in
The Board of Directors may 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 telecommunication connection and a technical aid (hybrid meeting).
The Board of Directors may also decide that the 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 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."
18. 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), which currently corresponds to approximately 10 (ten) 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 and the transfer of treasury shares either against payment or without consideration. The issuance of shares may be carried out in deviation from shareholders' pre-emptive right (directed issue) for a weighty financial reason for the company, such as using the shares to develop the company's capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the company's business operations, or to implement the company's commitment and incentive scheme.
The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting of
19. 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 (five) 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
The authorization includes the
The decision to repurchase the company's own shares or to accept them as pledge shall not be made so that the shares of the company in the possession of or held as pledges by the company and its subsidiaries would exceed 10 (ten) per cent of all shares.
The Board of Directors shall decide on any other matters related to the repurchase of the company's own shares and/or accepting them as a pledge.
The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting of
20. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
This notice, which contains all the proposals for resolutions on the agenda of the Annual General Meeting, and the updated remuneration policy are available on the company's website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/.
The documents will also be available for inspection at the Annual General Meeting, and copies of them and of this notice will be sent to shareholders on request. The minutes of the Annual General Meeting will be available for inspection on the above-mentioned website by
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Shareholder registered in the shareholders' register
Each shareholder who is registered in the shareholders' register of the company held by
The registration for the Annual General Meeting begins on
Registration for the Annual General Meeting can be done in the following ways:
- electronically through the company's website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/
Electronic registration requires strong electronic identification of the shareholder or their legal representative or proxy representative with personal Finnish, Swedish or Danish online banking codes or a mobile certificate. If shareholders that are legal persons use Suomi.fi authorizations, registration requires the authorized person's strong electronic authentication with Finnish online banking codes or a mobile certificate.
- by e-mail to agm@innovatics.fi
A shareholder registering by e-mail shall deliver the registration form and possible advance voting form available on the company's website or equivalent information.
- by regular mail to
Innovatics Oy , AGM /Kamux Corporation , Ratamestarinkatu 13 A, 00520 Helsinki
A shareholder registering by regular mail shall deliver the registration form and possible advance voting form available on the company's website or equivalent information.
- by phone by calling +358 10 2818 909, from Monday to Friday
9 a.m. -12. p.m. and1:00 p.m.-4:00 p.m. (EET /EEST)
It is not possible to vote in advance in connection with phone registration.
In connection with the registration the requested information shall be provided, such as the shareholder's name, date of birth/business identification number, address, phone number and e-mail address as well as the name of potential assistant or proxy and the date of birth of potential proxy. The personal information given to the company or to
Additional information regarding registration and advance voting is available by telephone during the registration period of the Annual General Meeting from the telephone number of
2. 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 they on the record date of the Annual General Meeting, on
A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the company's temporary shareholders' register, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting as well as advance voting from their custodian bank without delay. The account management organization of the custodian bank has to register a holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, into the temporary shareholders' register of the company within the above-mentioned registration period, at the latest by
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. Electronic registration and advance voting on behalf of a shareholder requires strong electronic identification; a proxy can register and vote in advance on behalf of a shareholder by logging in with their online banking codes or a mobile certificate. A shareholder's proxy may also choose to register and vote in advance by regular mail or e-mail as described in this notice.
Proxy of the shareholder shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Templates for proxy authorization and voting instruction are available on the company's website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/. The original proxy document must be prepared to be presented at the Annual General Meeting at the latest. If the shareholder participates in the Annual General Meeting through several proxies, who represent the shareholder with shares in different book-entry accounts, the shares on the basis of which each proxy represents the shareholder must be indicated in connection with the registration.
Proxy documents are requested to be primarily delivered as an attachment in connection with electronic registration or alternatively by e-mail to agm@innovatics.fi or in original via regular mail to
Legal right of representation can also be showcased by using the Suomi.fi authorization in the electronic registration service.
Shareholders may also, as an alternative to traditional proxy documents, use the electronic Suomi.fi authorization service for authorizing their proxies. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic "Representation at the General Meeting". In connection with the registration for the Annual General Meeting, the authorized representative shall identify themselves through strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with Finnish online banking codes or a mobile certificate. More information on https://www.suomi.fi/e-authorizations.
Instructions regarding proxy representatives and power of attorneys are also available at the company's website https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/.
4. Voting in advance
A shareholder whose shares are registered on the shareholder's Finnish book-entry account may vote in advance on certain agenda items of the Annual General Meeting during the period from
- electronically through the company's website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/
Online advance voting requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish online banking codes or mobile certificate. If shareholders that are legal persons use Suomi.fi-authorizations, advance voting requires the authorized person's strong electronic authentication with online banking codes or a mobile certificate.
- by regular mail or e-mail
Shareholders can also submit the advance voting form, which is available on the company's website, or corresponding information by mail to
Advance votes must be received by the time the advance voting period ends.
If a shareholder participates in the Annual General Meeting by submitting advance votes by regular mail or e-mail to
In connection with the advance voting, a shareholder or a proxy is required to provide the requested personal information. The personal information given to
A shareholder who has voted in advance cannot exercise their right to ask questions or demand a vote under the Limited Liability Companies Act unless they attend the Annual General Meeting in person or by proxy at the meeting venue. A shareholder may change their advance votes during the advance voting period and may also browse through the advance votes they have cast even after the Annual General Meeting. Shareholders may also print out a confirmation of the votes they have given in advance.
For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting.
Instructions for advance voting are also available on the company's website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/.
5. Following the meeting via webcast
The company will arrange an opportunity for shareholders to follow the Annual General Meeting via a live webcast. Following the meeting via the webcast is only possible for shareholders who are registered in the shareholders' register of the company maintained by
A video link and password for following the meeting as a live webcast will be sent to all registered shareholders by e-mail and/or SMS to the email address and/or mobile phone number given in connection with the registration on the day preceding the Annual General Meeting.
It is not possible to present questions, make proposals, address the meeting or vote via the webcast, and following the meeting via the webcast is not considered participation in the Annual General Meeting or exercising shareholder rights. Shareholders who follow the meeting via webcast may exercise their voting rights by voting in advance or by proxy representation.
Instructions for following the webcast are available on the company's website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2024/. It is recommended that more detailed instructions be read before the Annual General Meeting begins.
6. Other instructions and information
The meeting will be held in Finnish and there is no simultaneous interpretation at the meeting.
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 Limited Liability Companies Act.
Changes in the shareholding after the record date for the Annual General Meeting do not affect the right to attend the Annual General Meeting or the number of votes of the shareholder.
On the date of this notice to the Annual General Meeting,
Hämeenlinna,
The Board of Directors
More information:
Katariina Hietaranta, Head of Communications & IR, tel. +358 50 557 6765
https://news.cision.com/kamux/r/notice-of-the-annual-general-meeting-of-kamux-corporation,c3953243
https://mb.cision.com/Main/17647/3953243/2699916.pdf
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