Proposals of the Shareholders’ Nomination Board to Kamux Corporation’s Annual General Meeting 2023
Kamux Corporation, Stock Exchange Release, 17.11. 2022 at 17:10
Proposals of the Shareholders’ Nomination Board to Kamux Corporation’s Annual General Meeting 2023
Composition of Board of Directors
The Shareholders’ Nomination Board established by Kamux’s Annual General Meeting (AGM) proposes to the AGM planned to be held on April 20, 2023 that the Company’s Board of Directors shall have six (6) members.
The Shareholders’ Nomination Board proposes to the AGM that of the current members of the Board of Directors, Mr. Terho Kalliokoski, Ms. Reija Laaksonen, Mr. Antti Mäkelä, Mr. Harri Sivula and Ms. Jaana Viertola-Truini be re-elected as members of the Board of Directors and the Company’s ceding CEO, Mr. Juha Kalliokoski, be elected as new member of the Board of Directors. Additionally, the Shareholders’ Nomination Board proposes to the AGM that Terho Kalliokoski be elected as Chair of the Board of Directors and Harri Sivula be elected as Vice Chair 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, Juha Kalliokoski is dependent of both the Company and its significant shareholders whilst the others are independent of the Company and of its significant shareholders.
Juha Kalliokoski (b. 1970, police officer, degree in salesmanship training, Finnish citizen) is the founder of Kamux and the Company’s largest shareholder. Mr. Kalliokoski has served as the CEO of the Company throughout the Company’s operating history. Mr. Kalliokoski will step down from the Company’s operative management at the latest on July 1, 2023. Before Kamux (1990–2003), Mr. Kalliokoski has worked in sales and management in car retail, and as police officer. His former positions of trust include board memberships at Stofix Oy (2014-2019) and Silmäasema Fennica (2014-2017). Currently, Mr. Kalliokoski owns 5,881,577 shares in the Company, directly and through an investment company, controlled by closely associated persons to him.
Mr. Tuomo Vähäpassi, 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 wish to thank Tuomo Vähäpassi for his valuable work for the company as vice chair of the Board of Directors and as chair of the audit committee.
Mr. Tapio Pajuharju, current member of the Board of Directors, has been appointed as the Company’s new CEO as of June 1, 2023, at the latest. For this reason, Mr. Pajuharju is not available as a board member for the term starting from the AGM 2023. The change of CEO will take place at a date to be specified later, and due to this, it is possible that either Juha Kalliokoski or Tapio Pajuharju will serve both as CEO and as member of the Board of Directors for a limited period during the spring 2023. This will be a temporary deviation from the recommendation of the Finnish Corporate Governance Code.
The relevant information on all the proposed nominees to the Board of Directors can be found on the Company’s investor website at kamux.com
Remuneration of Board of Directors
The Shareholders’ Nomination Board proposes to the AGM that the annual remuneration for the Chair and members of the Board of Directors be modestly raised from the 2022 level, and the committee fees to remain on the 2022 level. Accordingly, the proposed remuneration is as follows:
Chairperson of the Board of Directors EUR 68,000 (before EUR 65,000)
Member of the Board of Directors EUR 31,000 (before EUR 30,000)
Chairperson of the Audit Committee EUR 5,000
Member of the Audit Committee EUR 2,500
Chairperson of the Personnel and Remuneration Committee EUR 5,000
Member of the Personnel and Remuneration 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, 2023 - March 31, 2023. 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 other committees. Travel expenses would be reimbursed in accordance with the Company’s travel policy.
Shareholders’ Nomination Board
During the current term, the Shareholders’ Nomination Board comprises of four members: Timo Luhtaniemi (Chairperson of the Shareholders’ Nomination Board, elected by the shareholders Juha Kalliokoski and Callardo Capital Oy), Niko Syrjänen (mutual pension insurance company Elo), Jan Andersson (elected by funds managed by Swedbank Robur), and Harri Sivula (Chair of the Board of Directors of Kamux Corporation).
The main task of the Shareholders’ Nomination Board has been to prepare the proposals for the AGM 2023 concerning Board members and their remuneration.
Kamux Corporation
Further information:
Timo Luhtaniemi, Chairperson of the Shareholders’ Nomination Board
Contacts:
Katariina Hietaranta, Communications Director, tel. +358 50 557 6765
ir@kamux.com
Kamux 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 a total of 78 car showrooms in Finland, Sweden and Germany. Since its founding, the company has sold over 400,000 used cars, 68,429 of which were sold in 2021. Kamux’s revenue reached EUR 937.4 million in 2021. In 2021, Kamux’s average number of employees was 848 in terms of full-time equivalent employees. Kamux Corporation is listed on Nasdaq Helsinki Ltd.