HELSINKI, Dec. 16, 2021 /PRNewswire/ --
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
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/kamux/r/proposals-of-the-shareholders--nomination-board-to-kamux-corporation-s-annual-general-meeting-2022,c3473913
