Kamux Shareholders' Nomination Board amends its proposals for Annual General Meeting

Kamux Corporation's ("company", "Kamux") Shareholders' Nomination Board has amended its earlier proposals for the Annual General Meeting 2025, which were published on November 7, 2024.

The Shareholders' Nomination Board proposes to amend the previously announced board composition by adding one new member, raising the proposed number of board members from six to seven. Additionally, the Nomination Board proposes to extend the schedule for paying the board's share-based compensation from two weeks to three weeks after the first-quarter interim report, due to the timing of the Annual General Meeting. Except for the above, the proposals of the Shareholders’ Nomination Board remain the same.

The amended proposals by the Shareholders' Nomination Board to the Annual General Meeting, which is planned to be held on May 22, 2025, are as follows in full:

Remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual compensation for both the Board of Directors and committee members remain unchanged. The proposed annual remuneration is as follows:

• Chairperson of the Board of Directors EUR 70,000
• Member of the Board of Directors EUR 32,000
• Chairperson of the Audit Committee EUR 7,000
• Member of the Audit Committee EUR 3,500
• Chairperson of the Personnel and Remuneration Committee EUR 7,000
• Member of the Personnel and Remuneration Committee EUR 3,500

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 Annual General Meeting that 40 percent of the annual fee of the Chairperson and the members of the Board of Directors be paid in Kamux Corporation’s shares, either purchased at a prevailing market price from the market or alternatively by using own shares held by the company. The transfer of treasury shares or acquisition of shares directly for the members of the Board of Directors will be executed within three (3) weeks from the publication of the interim review for the period January 1, 2025–March 31, 2025. 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.

Committee fees are to be disbursed in cash. Should the Board of Directors choose to establish additional committees, the annual compensation for both the Chairperson and members of the new committee will match that of existing committees. Travel costs will be reimbursed according to the company’s travel policy.

Composition of Board of Directors
The Shareholders' Nomination Board of Kamux Corporation, appointed in accordance with the resolution of the Annual General Meeting, proposes to the Annual General Meeting, scheduled for May 22, 2025, that seven (7) members be elected to the Board of Directors.

The Shareholders’ Nomination Board proposes to the Annual General Meeting, that of the current members of the Board of Directors, Juha Kalliokoski, Terho Kalliokoski, Maren Kroll, Kati Riikonen, Harri Sivula and Jaana Viertola-Truini be re-elected as members of the Board of Directors and Aaron Heidari be elected as new member of the Board of Directors. Additionally, the Shareholders’ Nomination Board proposes to the Annual General Meeting 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.

Aaron Heidari (b. 1981, U.S. citizen) is the Chief Investment Officer and a member of the executive team at Saray Capital, an investment firm based in the United Arab Emirates (“UAE”). Aaron joined Saray Capital in 2018. Previously, Heidari worked as an analyst at Sancta Capital Group in the UAE and held several responsible positions related to distressed credit and equity investments, financing and change management at National Industries Group (Kuwait) and its affiliate Eagle Investments. Heidari began his career as a systems engineer at the fintech company Infogenesis (USA). He currently serves on the board of the Applied AI Company in the UAE. Heidari holds a BA degree in Political Science with a focus on International Relations from the University of California. He also obtained the Chartered Financial Analyst (CFA) designation in 2016. He does not personally own shares in Kamux Corporation.

All nominees have consented to election. Based on evaluations by themselves and the Shareholders’ Nomination Board, Juha Kalliokoski is dependent from both the company and its major shareholders, and Aaron Heidari is dependent from a major shareholder. The others are independent both from the company and major shareholders.

Antti Mäkelä, member of Kamux Corporation's Board of Directors since 2020, has notified that he will not be standing for re-election for the upcoming term. Kamux Corporation and the Shareholders’ Nomination Board wish to thank Antti Mäkelä for his valuable work for the company as member of the Board of Directors and member of the Audit Committee and the Personnel and Remuneration Committee.

The Shareholders' Nomination Board proposes that shareholders take a position on the proposal for the election of the members of the Board of Directors as a whole at the General Meeting. The Nomination Board has assessed the proposed composition from the perspective of the Board’s Diversity Policy and the requirements of the Corporate Governance Code, both as a whole and with regard to the individual candidates. The Nomination Board considers that, in addition to the complementary excellence and experience of the individual members of the Board of Directors, the proposed Board of Directors, as a whole, meets the requirements of both the Corporate Governance Code and the Board’s Diversity Policy.

The term of office of a board member expires at the end of the Annual General Meeting following his/her election.

Composition of Shareholders’ Nomination Board 2024–2025
The composition of the Shareholders’ Nomination Board for the term 2024–2025 was determined based on holdings on August 1, 2024, in the shareholders’ register. After Juha Kalliokoski joined the company as Chief Operating Officer (COO) and member of the Group Management Team in March 2025, the  composition of the Shareholders’ Nomination Board of Kamux Corporation for the term 2024–2025 has been as follows:

• Pekka Pajamo, Chairperson of the Shareholders' Nomination Board, representing the shareholders Juha Kalliokoski and Callardo Capital Oy (as of March 10, 2025)
• Juha Takala, representing the funds managed by OP-Rahastoyhtiö Oy
• Matias Arola, representing the funds managed by Danske Invest
• Terho Kalliokoski, Chairperson of Kamux Corporation’s Board of Directors

The main purpose of the Nomination Board has been to prepare the proposals for the composition and remuneration of the Board of Directors for the Annual General Meeting 2025. 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.

Kamux Corporation

Further information:
Pekka Pajamo, Chair of the Shareholders’ Nomination Board

Contacts:
Katariina Hietaranta, Director, Communications, Sustainability and Investor Relations, tel. +358 10 420 8831
[email protected]
 
Kamux is a retail chain specialized in used cars and related integrated services. 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 68 car showrooms in Finland, Sweden and Germany. Since its founding in Hämeenlinna, Finland, in 2003 the company has sold almost 600,000 used cars, 66,548 of which were sold in 2024. Kamux’s revenue in 2024 was EUR 1,010 million and its average number of employees was 904 in terms of full-time equivalent employees. Kamux Corporation is listed on Nasdaq Helsinki Ltd. For more information, please visit www.kamux.com