Proposals of the Shareholders’ Nomination Board to Kamux Corporation’s Annual General Meeting 2022
Kamux Corporation Stock Exchange Release December 16, 2021 at 17:20 (EET)
Proposals of the Shareholders’ Nomination Board to Kamux Corporation’s Annual General Meeting 2022
The Shareholders’ Nomination Board, established in accordance with the resolution of Kamux Corporation’s Annual General Meeting (AGM) in 2020, has resolved to make the following proposals to the Annual General Meeting planned to be held on 20 April 2022:
Composition of Board of Directors
Shareholders’ Nomination Board proposes to the AGM that the Company’s Board of Directors shall have seven (7) members.
The Shareholders’ Nomination Board proposes to the AGM that of the current members of the Board of Directors, Ms. Reija Laaksonen, Mr. Antti Mäkelä, Mr. Tapio Pajuharju, Mr. Harri Sivula and Mr. Tuomo Vähäpassi be re-elected members of the Board of Directors and that Ms. Jaana Viertola-Truini and Mr. Terho Kalliokoski be elected as new members of the Board of Directors. Additionally, the Shareholders’ Nomination Board proposes to the AGM that Harri Sivula be re-elected Chairperson of the Board of Directors and Tuomo Vähäpassi be elected Vice Chairperson of the Board of Directors.
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, all the proposed Board Members are considered being independent of the Company and of its significant shareholders.
Mr. Jokke Paananen, current Member of the Board of Directors, has stated that he is no longer available to be re-elected for a new term. Kamux Corporation and the Shareholders’ Nomination Board want to thank Jokke Paananen for his meritorious work for the company as member of the Board of Directors.
The Shareholders’ Nomination Board proposes that in the AGM the shareholders take a stand on the election of the Board of Directors as one ensemble, not each Board member individually. The Nomination Board has considered the composition of the Board of Directors as to its overall structure as well as to its individual members based on the requirements set forth in the Kamux Board Diversity Policy and in the Corporate Governance Code. The Shareholders’ Nomination Board regards that, in addition to the excellent and complementary professional expertise and experience of the individual members, the Board of Directors as one ensemble fulfils the requirements set forth in the afore-mentioned guidelines.
Ms. Jaana Viertola-Truini (M.Sc. (Econ), b. 24 Dec 1972, Finnish citizen), the proposed new member of the Board of Directors, acts currently as CFO of the Swedish Mathem AB. Ms. Viertola-Truini has a long experience in demanding financial management positions and growing of business operations both in Finland and abroad. Prior to her current position, she has served as CFO of Rusta AB (2016–2020), CFO of Bringwell AB (publ.) and Managing Director of Bringwell Finland (2013–2016) as well as held several financial management positions in companies within the Mondelez Group (1997–2013). Viertola-Truini acts as the Board Member of Broman Group. She has lived in Sweden since 2010 and before that for several years in the UK and Switzerland. Currently, Viertola-Truini does not own shares in Kamux.
Mr. Terho Kalliokoski (M.Sc. (Econ), b. 29 Nov 1961, Finnish citizen), the proposed new member of the Board of Directors, currently serves as a board professional. Kalliokoski has a very strong professional background in the management of consumer and retail businesses also internationally. During his career he has served as a member of management board of Kesko Plc (2005–2017) and has acted in several managerial as well sales and financial administration positions within Kesko group (1985-2017), including as CEO of Rautakesko, Kesko Group’s building and technical trade division (2013-2017) and as CEO of Ruokakesko, Kesko Group’s grocery trade division (2005-2013). In his last position as Kesko’s executive vice president Kalliokoski was responsible for Kesko’s international operations as the head of building and technical trade. Currently, Kalliokoski acts as a Member or Chairman of the Boards in Lumon Invest Oy, Jetta-Talo Oy, and Katri-Antell Oy. Previously, Kalliokoski has served on the boards of the European DIY Retail Association EDRA, as well as Finnish Grocery Trade Association and the Marketing Finland. Currently, Kalliokoski owns 76,000 shares in Kamux.
The relevant information on all the proposed nominees to the Board of Directors can be found on the Company’s website at https://www.kamux.com/en/corporate-governance/general-meeting/annual-general-meeting-2022/
Harri Sivula did not participate in the discussion or decision-making related to the proposals regarding the chairperson and the vice chairperson of the Board of Directors.
Remuneration of Board of Directors
The Shareholders’ Nomination Board proposes to the AGM that the annual remuneration for the Chairperson and members of the Board of Directors and the annual remuneration for members of the Audit Committee be maintained at the 2021 level, except the annual remuneration of the Chairperson of the Board of Directors which is proposed be raised by EUR 5,000. Thus, the proposed annual remuneration are the following:
Chairperson of the Board of Directors EUR 65,000
Member of the Board of Directors EUR 30,000
Chairperson of the Audit Committee EUR 5,000
Member of the Audit Committee EUR 2,500
The Shareholders’ Nomination Board proposes to the AGM that 40 per cent of the annual fee of the Chairperson 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, 2022 to March 31, 2022. 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.
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 Chairperson and the members of the new committee are equal to the annual fees of the Chairperson and the members of the Audit Committee. Travel expenses would be reimbursed in accordance with the Company’s travel policy.
Harri Sivula did not participate in the discussion or decision-making on the Board's remuneration proposal.
Amendment of the Rules of Procedure of Kamux Shareholders’ Nomination Board
The Shareholders’ Nomination Board proposes to the AGM that the Rules of Procedure of the Nomination Board be amended so that the right to appoint members to the Nomination Board belongs to the three shareholders who hold the largest share of the votes represented by all shares in the Company on the first business day of August instead of the first business day of September preceding the Annual General Meeting. In addition, the Nomination Board is planning on proposing some other small technical changes to the Rules of Procedure. The detailed amendment proposals will be included in the notice to the Annual General Meeting.
Shareholders’ Nomination Board
During term 2021-2022, the Shareholders’ Nomination Board comprises of four members: Timo Luhtaniemi (Chairperson of the Shareholders’ Nomination Board), Jan Andersson, Paavo Ahonen, who was replaced by Jukka Vähäpesola in December 2021, and Harri Sivula, Chairperson of the Board of Directors of Kamux Corporation.
The main tasks of the Shareholders’ Nomination Board have been to prepare the proposals for the AGM 2022 concerning Board members and their remuneration.
Kamux Corporation
Further information:
Timo Luhtaniemi, Chairperson of the Shareholders’ Nomination Board
Contacts:
Satu Otala, Communications Director, tel. +358 40 164 5036
ir@kamux.com
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 79 car showrooms in Finland, Sweden and Germany. Since its founding, the company has sold almost 400,000 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