Notice of the Annual General Meeting of Kamux Corporation

Notice is given to the shareholders of Kamux Corporation (“Kamux” or the “company”) to the Annual General Meeting to be held on Thursday, May 22, 2025, at 11:00 a.m. (EEST). The Annual General Meeting will be held at Clarion Hotel Aviapolis, at the address of Karhumäentie 5, FIN-01530 Vantaa, Finland. The reception of registrants and the distribution of ballot papers will begin at 10:00 a.m. (EEST).

Shareholders of Kamux may also exercise their voting rights by voting in advance. Instructions for advance voting are presented in part C of this notice to the Annual General Meeting.

Shareholders who are registered in the company’s shareholders' register maintained by Euroclear Finland Oy on the record date of the Annual General Meeting and who have registered for the Annual General Meeting, may follow the Annual General Meeting through a webcast. It is not possible to present questions, make proposals, address the meeting or vote via the webcast, and following the meeting via webcast is not considered as participation in the Annual General Meeting or as the exercise of shareholder rights. Instructions for following the webcast are presented in section C of this notice and on the company’s website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2025/.

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 January 1, 2024 – December 31, 2024

• CEO’s review
• The annual accounts, consolidated accounts, annual report, the assurance report of the sustainability statement and auditor's report have been available on the company’s website since April 27, 2025.

7. Adoption of annual accounts and consolidated accounts

8. Resolution on the use of the profit shown on the balance sheet and to authorize the Board of Directors to resolve upon the distribution of dividend

The distributable funds of the parent company as of December 31, 2024, amounted to EUR 101,982,865.87 of which the loss for the year was EUR -7,398,140.56.

The Board of Directors proposes to the Annual General Meeting that based on the balance sheet to be adopted for the financial year that ended on December 31, 2024, no dividend be distributed by a resolution of the Annual General Meeting. Instead, the Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to resolve, at its discretion, on the distribution of dividend as follows:

A dividend of no more than 0.07 euros per share may be distributed in one installment in the Autumn 2025 at a time later determined separately by the Board of Directors. The remaining distributable funds shall be retained in unrestricted equity.

The Board of Directors will resolve separately on the possible dividend payment, the amount of the dividend payment within the authorization, and the exact timing of the dividend payment. The company will publicly announce the resolution by the Board of Directors to distribute a dividend based on the authorization or the resolution that the Board of Directors has resolved not to distribute a dividend for the financial year that ended December 31, 2024.

The dividend possibly distributed based on the resolution of the Board of Directors will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the dividend payment.

The authorization is in force until the next Annual General Meeting.

As the financial year of the company that ended on December 31, 2024 was loss-making, shareholders do not have a right to require the payment of minority dividend on the basis of Chapter 13 Section 7 of the Limited Liability Companies Act.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year January 1, 2024 – December 31, 2024

10. Advisory resolution on the approval of the remuneration report for governing bodies

The Board of Directors proposes that the Annual General Meeting approves Kamux’s remuneration report for governing bodies 2024. According to the Limited Liability Companies Act, the resolution is advisory. The remuneration report for governing bodies has been available on the company’s website since April 27, 2025.

11. Advisory resolution on the approval of the remuneration policy for governing bodies

The Board of Directors proposes that the Annual General Meeting approves Kamux’s remuneration policy for governing bodies. According to the Limited Liability Companies Act, the resolution is advisory. The remuneration policy for governing bodies is attached to this notice and is available on the company’s website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2025/.

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 compensation for both the Board of Directors and committee members remain unchanged. The proposed annual remuneration is as follows:

• Chairperson of the Board of Directors EUR 70,000
• Member of the Board of Directors EUR 32,000
• Chairperson of the Audit Committee EUR 7,000
• Member of the Audit Committee EUR 3,500
• Chairperson of the Personnel and Remuneration Committee EUR 7,000
• Member of the Personnel and Remuneration Committee EUR 3,500

The Shareholders' Nomination Board also proposes that a Board member be paid a fee of EUR 500 for each Board or committee meeting to which the member travels outside his or her country of residence.

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 Kamux Corporation’s shares, either purchased at a prevailing market price from the market or alternatively by using own shares held by the company. The transfer of treasury shares or acquisition of shares directly for the members of the Board of Directors will be executed within three (3) weeks from the publication of the interim review for the period January 1, 2025–March 31, 2025. The rest of the annual fee would be paid in cash, which is used to cover taxes arising from the fees. The company pays the transaction costs and transfer taxes related to the purchase and transfer of shares.

Committee fees are to be disbursed in cash. Should the Board of Directors choose to establish additional committees, the annual compensation for both the Chairperson and members of the new committee will match that of existing committees. Travel costs will be reimbursed according to 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, Juha Kalliokoski, Terho Kalliokoski, Maren Kroll, Kati Riikonen, Harri Sivula and Jaana Viertola-Truini be re-elected as members of the Board of Directors and Aaron Heidari be elected as new member of the Board of Directors. Additionally, the Shareholders’ Nomination Board proposes to the Annual General Meeting 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.

Aaron Heidari (b. 1981, U.S. citizen) is the Chief Investment Officer and a member of the executive team at Saray Capital, an investment firm based in the United Arab Emirates (“UAE”). Aaron joined Saray Capital in 2018. Previously, Heidari worked as an analyst at Sancta Capital Group in the UAE and held several responsible positions related to distressed credit and equity investments, financing and change management at National Industries Group (Kuwait) and its affiliate Eagle Investments. Heidari began his career as a systems engineer at the fintech company Infogenesis (USA). He currently serves on the board of the Applied AI Company in the UAE. Heidari holds a BA degree in Political Science with a focus on International Relations from the University of California. He also obtained the Chartered Financial Analyst (CFA) designation in 2016. He does not personally own shares in Kamux Corporation.

All nominees have consented to election. Based on evaluations by themselves and the Shareholders’ Nomination Board, Juha Kalliokoski is dependent from both the company and its major shareholders, and Aaron Heidari is dependent from a major shareholder. The others are independent both from the company and major shareholders.

Antti Mäkelä, member of Kamux Corporation's Board of Directors since 2020, has notified that he will not be standing for re-election for the upcoming term. Kamux Corporation and the Shareholders’ Nomination Board wish to thank Antti Mäkelä for his valuable work for the company as member of the Board of Directors and member of the Audit Committee and the Personnel and Remuneration Committee.

The Shareholders' Nomination Board proposes that shareholders take a position on the proposal for the election of the members of the Board of Directors as a whole at the General Meeting. The Nomination Board has assessed the proposed composition from the perspective of the Board’s Diversity Policy and the requirements of the Corporate Governance Code, both as a whole and with regard to the individual candidates. The Nomination Board considers that, in addition to the complementary excellence and experience of the individual members of the Board of Directors, the proposed Board of Directors, as a whole, meets the requirements of both the Corporate Governance Code and the Board’s Diversity Policy.

The term of office of a board member expires at the end of the Annual General Meeting following his/her election.

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-2025/.

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 a reasonable invoice as 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 PricewaterhouseCoopers Oy be elected as the company's auditor. PricewaterhouseCoopers Oy has informed that Authorized Public Accountant Markku Launis would act as the principal auditor. The auditor's term of office will end at the close of the next Annual General Meeting following the election.

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.

17. Resolution on the remuneration of the sustainability reporting assurer

The Board of Directors proposes to the Annual General Meeting that the remuneration of the sustainability reporting assurer to be elected be paid according to a reasonable invoice as approved by the Board of Directors.

18. Election of the sustainability reporting assurer

The Board of Directors proposes, based on the recommendation of the Audit Committee, to the Annual General Meeting that the auditing firm BDO Oy be elected as the company's sustainability reporting assurer. BDO Oy has informed that Authorized Sustainability Auditor Vesa Vuorinen would act as the key sustainability partner. The sustainability reporting assurer’s term of office will end at the close of the next Annual General Meeting following the election.

19. Authorizing the Board of Directors to decide on the issue of shares

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 April 18, 2024, and is valid until the close of the next Annual General Meeting, however, no longer than until June 30, 2026.

20. 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 Nasdaq Helsinki Ltd at the time of the acquisition. Shares may also be acquired outside public trading for a price which is no higher than the market price in public trading at the time of the acquisition. The Board of Directors will be authorized to resolve upon how the shares are acquired.

The authorization includes the Board of Director’s right to resolve on a directed repurchase or an 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 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 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 April 18, 2024, and is valid until the closing of the next Annual General Meeting, however no longer than until June 30, 2026.

21. 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 is available on the company's website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2025/.

Kamux’s annual accounts including the consolidated accounts, report of the Board of Directors including the sustainability statement and the corporate governance statement, the auditor’s report, the assurance report of the sustainability statement and the remuneration report have been published on April 27, 2025 as a part of the company’s annual report and are available on the above-mentioned website. The remuneration policy is attached to this notice and is also available on the above-mentioned website.

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 June 5, 2025, at the latest.

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 Euroclear Finland Oy on the record date of the Annual General Meeting on Monday, May 12, 2025, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on the shareholder’s personal Finnish book-entry account is registered in the shareholders’ register of the company.

The registration for the Annual General Meeting begins on Friday, May 2, 2025, at 10:00 a.m. (EEST). A shareholder who is registered in the shareholders’ register of the company and who wishes to participate in the Annual General Meeting must register for the Annual General Meeting no later than by Thursday, May 15, 2025, at 4:00 p.m. (EEST), by which time the notice of participation must be received.

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-2025/
  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 a shareholder uses Suomi.fi authorization, registration requires the authorized person’s strong electronic authentication with Finnish online banking codes or a mobile certificate.

• by e-mail to [email protected]
  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, FI-00520 Helsinki, Finland 
  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. and 1:00 p.m.–4:00 p.m. (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 a possible assistant or proxy and the date of birth and email and/or phone number of the proxy. The personal information given to the company or to Innovatics Ltd by shareholders, proxies and/or representatives is only used in connection with the Annual General Meeting and with the processing of related necessary registration. The shareholder or their representative or proxy must be able to prove their identity and/or right of representation at the meeting venue, if necessary.

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 Innovatics Ltd +358 10 2818 909 Monday to Friday 9:00 a.m.–12:00 p.m. and 1:00–4:00 p.m. (EEST).

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 May 12, 2025, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy. 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 maintained by Euroclear Finland Oy at the latest by Monday, May 19, 2025, at 10:00 a.m. (EEST). With regard to nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in shareholdings 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.

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 May 19, 2025, at 10:00 a.m. (EEST) and, if necessary, 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.

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.

The proxy of a 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 instructions are available on the company’s website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2025/. 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 [email protected] or in original via regular mail to Innovatics Ltd, AGM/Kamux Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the end of the registration period on May 15, 2025 at 4:00 p.m. (EEST), by which the said documents or equivalent information must be received. In addition to delivering the proxy documents, shareholders or their proxy representatives shall attend to the registration for the Annual General Meeting and, if they so wish, vote in advance in the manner set out in this notice.

Legal right of representation can also be shown 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-2025/.

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 May 2, 2025, at 10:00 a.m. (EEST) until May 15, 2025, at 4:00 p.m. (EEST) in the following ways:

• electronically through the company’s website at https://www.kamux.com/en/governance/annual-general-meeting/agm-2025/
  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 a shareholder uses Suomi.fi-authorization, advance voting requires the authorized person’s strong electronic authentication with Finnish 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 Innovatics Ltd to the address AGM/Kamux Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to [email protected].

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 Innovatics Ltd, the submission of votes before the end of the registration and advance voting period shall be considered as registration for the Annual General Meeting, provided that the shareholder's message contains the information required for registration on the advance voting form.

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

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-2025/.

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 Euroclear Finland Oy on the record date of the Annual General Meeting and who have registered for the meeting in accordance with this notice.

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-2025/. 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, April 30, 2025, the total number of shares and votes in Kamux is 40,017,420 shares and votes. As of the date of this notice, the company holds a total of 144,053 own shares, which are not entitled to vote at the Annual General Meeting.
 
Hämeenlinna, April 30, 2025

Kamux Corporation
The Board of Directors

Attachment: Remuneration policy for governing bodies

More information:
Katariina Hietaranta, Head of Communications, Sustainability and Investor relations, tel. +358 10 420 8831
 
Kamux is a retail chain specialized in used cars and related integrated services. Kamux combines online shopping with an extensive showroom network to provide its customers with a great service experience anytime, anywhere. In addition to digital channels, the company has a total of 68 car showrooms in Finland, Sweden and Germany. Since its founding in Hämeenlinna, Finland, in 2003 the company has sold almost 600,000 used cars, 66,548 of which were sold in 2024. Kamux’s revenue in 2024 was EUR 1,010 million and its average number of employees was 904 in terms of full-time equivalent employees. Kamux Corporation is listed on Nasdaq Helsinki Ltd. For more information, please visit www.kamux.com.