Proposals of the Shareholders’ Nomination Board to Kamux Corporation’s Annual General Meeting 2024

Kamux Corporation, Stock Exchange Release, 26.1.2024 at 09:00

Proposals of the Shareholders’ Nomination Board to Kamux Corporation’s Annual General Meeting 2024

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 18, 2024, 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, Juha Kalliokoski, Terho Kalliokoski, Antti Mäkelä, Harri Sivula and Jaana Viertola-Truini be re-elected as members of the Board of Directors and Maren Kroll and Kati Riikonen be elected as new members of the Board of Directors. Additionally, the Shareholders’ Nomination Board proposes to the AGM that Terho Kalliokoski be re-elected as Chairperson of the Board of Directors and Harri Sivula be re-elected as 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, Juha Kalliokoski is dependent of both the company and its significant shareholders whilst the other nominees are independent of the company and of its significant shareholders.

Maren Kroll (b. 1979, Master of Psychology, German citizen) has more than 20 years of international experience in strategic HR management and HR leadership. Kroll has previously held positions such as Chief Human Resources & Sustainability Officer and member of the management board at the European listed optician chain Mister Spex (2021–2023), Vice President, HR, at the US consumer beauty and wellness company Harry's Inc (2017–2019), Head of HR Business Partnering, People Development and Employer Branding at online platform company Zalando (2014–2016) and talent management and development roles at EnergyAustralia (2008–2012) in Australia. She currently holds no other positions of trust and currently does not own any shares in Kamux Corporation.

Kati Riikonen (b. 1971, Master of Science, Business Administration, Finnish citizen) has over 20 years of international experience in digital business and marketing management and expertise. Currently, Riikonen works at Telia Finland Oyj as Vice President of Online, Marketing and Analytics and member of the Management Team (2020–). Prior to Telia, she has held positions such as Head of Google Ads Industry at Google Finland (2017–2020), Managing Director of digital marketing company Isobar (2015–2017) and Director of Online Business and Marketing at telecommunications company DNA (2011–2015). She has also been self-employed from 2006 to 2011. Riikonen is currently a member of the Board of Directors of Verkkokauppa.com Oyj and Nooa Savings Bank Ltd. Currently, she does not own shares in Kamux Corporation.

Reija Laaksonen, member of the Board of Directors of Kamux Corporation since 2017, has stated that she is no longer available to be re-elected for a new term. Kamux Corporation and the Shareholders’ Nomination Board want to thank Reija Laaksonen for her valuable and long-term work for the company as member of the Board of Directors and the Chairperson of the Personnel and Remuneration Committee.

The Shareholders’ Nomination Board proposes that the shareholders take a stand on the proposal for the election of the members of the Board of Directors as a whole. The Nomination Board has assessed the proposed composition of the Board of Directors as to its overall structure as well as to its individual candidates based on the requirements set forth in the Board’s Diversity Policy and in the Corporate Governance Code. The Nomination Board believes that in addition to the complementary excellence and experience of the individual Board candidates, the proposed Board as a whole meets the requirements of both the Corporate Governance Code and the Board’s Diversity Policy.

The relevant information on all the proposed nominees to the Board of Directors is presented on the company’s investor pages at kamux.com/AGM2024.

Remuneration of Board of Directors

The Shareholders’ Nomination Board proposes to the AGM that the annual remuneration for members of the Board of Directors and committee fees be modestly raised. The proposed annual remuneration is as follows:

• Chairperson of the Board of Directors EUR 70,000 (before EUR 68,000)
• Member of the Board of Directors EUR 32,000 (before EUR 31,000)
• Chairperson of the Audit Committee EUR 7,000 (before 5,000)
• Member of the Audit Committee EUR 3,500 (before 2,500)
• Chairperson of the Personnel and Remuneration Committee EUR 7,000 (before 5,000)
• Member of the Personnel and Remuneration Committee EUR 3,500 (before 2,500)

The Shareholders' Nomination Board also proposes that a Board member be paid a fee of EUR 500 for each Board or committee meeting to which the member travels outside his or her country of residence.

The Shareholders’ Nomination Board proposes to the AGM that 40 percent 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, 2024–March 31, 2024. 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 committee fees 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.

Composition of Shareholders’ Nomination Board 2023–2024

The composition of Kamux’s Shareholders' Nomination Board for the term 2023–2024 was determined based on holdings on August 1, 2023 in the shareholders’ register and evidence received of the holdings. The following shareholders have used their nomination right and the following persons act as members of Kamux’s Shareholders' Nomination Board:

• Juha Kalliokoski, Chairperson of the Shareholders’ Nomination Board, representing shareholders Juha Kalliokoski and Callardo Capital Oy
• Niko Syrjänen, representing shareholder Elo Mutual Pension Insurance Company
• Juha Takala, representing the funds managed by OP Fund Management Company Ltd
• Terho Kalliokoski, Chairperson of Kamux Corporation’s Board of Directors

The main purpose of the Nomination Board is to prepare and present to the AGM the proposals for the composition and remuneration of the Board of Directors. Terho Kalliokoski, Chairperson of the Board of Directors, has not participated in the discussion of the proposals for resolutions concerning the election of the Chairperson of the Board of Directors or the remuneration of the Board of Directors.

Further information:
Juha Kalliokoski, Chairperson of the Shareholders’ Nomination Board

Contacts:
Katariina Hietaranta, Head of Communications & IR, tel. +358 50 5576765

Kamux Corporation
Board of Directors

Kamux is a retail chain specialized in 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 in Hämeenlinna, Finland, in 2003 the company has sold over 500,000 used cars, 62,922 of which were sold in 2022. Kamux’s revenue in 2022 was EUR 968.7 million and its average number of employees was 883 in terms of full-time equivalent employees. Kamux Corporation is listed on Nasdaq Helsinki Ltd. For more information, please visit www.kamux.com