Kamux Corporation, Stock Exchange Release, 17.11. 2022 at
17:10
Composition of Board of Directors
HÄMEENLINNA, Finland, Nov. 17,
2022 /PRNewswire/ -- 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.
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