Proposals of the Shareholders' Nomination Board to Kamux Corporation's Annual General Meeting 2021
Kamux Corporation Stock Exchange Release 16 December 2020 at 15:15
HELSINKI, Dec. 16, 2020 /PRNewswire/ -- The Shareholders' Nomination Board, established by Kamux's Annual General Meeting (AGM), will propose to the AGM planned to be held on 20 April 2021 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, Reija Laaksonen, Antti Mäkelä, Jokke Paananen, Harri Sivula and Tuomo Vähäpassi be re-elected members of the Board of Directors and that Tapio Pajuharju be elected as a new member 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 of the Shareholders' Nomination Board, all the proposed Board Members are considered to be independent of the Company and of its significant shareholders.
The current Vice Chairperson of the Board of Directors, David Nuutinen has announced that he is not available for re-election to the Board of Directors. The company and the Shareholders' Nomination Board want to thank David Nuutinen for his meritorious work for the company since 2012 as member of the Board of Directors, Chairperson and Vice Chairperson of the Board of Directors and Chairperson of the Audit Committee.
Tapio Pajuharju (MSc, Econ, b. 1963, Finnish national), the proposed new member of the Board of Directors, is currently the CEO of Harvia Plc. He has first-hand management experience in different countries and a strong competence in business growth and internationalization. Prior to his current position, he has worked as CEO of Hartwall Ab Oy (in 2014-2016), CEO of Lumene Oy (in 2004-2014) and he has worked in management positions at Huhtamäki Group (in 1988-2004). Currently, Pajuharju owns 1,500 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-2021/
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 2020 level, and be as follows:
Chairperson of the Board of Directors EUR 60,000
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 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, 2021 to March 31, 2021. 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 Chairman and the members of the new committee are equal to the annual fees of the Chairman and the members of the Audit Committee. Travel expenses would be reimbursed in accordance with the Company's travel policy.
In 2020, the Shareholders' Nomination Board comprised of four members: Terho Kalliokoski (Chairperson of the Shareholders' Nomination Board), Jan Lehtinen, Esko Torsti and Harri Sivula, Chairperson of the Board of Directors of Kamux Corporation.
The main tasks of the Shareholders' Nomination Board were to prepare the proposals for the AGM 2021 concerning Board members and their remuneration. The Shareholders' Nomination Board convened three (3) times during its 2020 working period. Each member of the Shareholders' Nomination Board attended all the meetings.
Kamux Corporation
Further information:
Terho Kalliokoski
Chairperson of the Shareholders' Nomination Board
Contacts:
Satu Otala, Kamux communications, tel. +358 400 629 337
ir@kamux.fi
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 78 car showrooms in Finland, Sweden and Germany. Since its founding, the company has sold approximately 300,000 used cars, 55,432 of which were sold in 2019. Kamux's revenue reached EUR 658.5 million in 2019. In 2019, Kamux's average number of employees was 595 in terms of full-time equivalent employees. The shares of Kamux are listed on the Nasdaq Helsinki stock exchange.
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