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>Kamux Corporation Governance Shareholders’ nomination board

Shareholders’ nomination board

The Shareholders’ Nomination Board is an organ consisting of the largest shareholders of Kamux Corporation or members appointed by the them, whose purpose is to annually prepare and present to the Annual General Meeting, and to Extraordinary General Meeting when necessary, the proposals for the composition of the Board of Directors (the amount of members and the persons) and for the renumeration in accordance with the Renumeration Policy for the Governing Bodies. In addition, the Nomination Board’s duty is to look for successor candidates for the Board Members and to prepare the Board of Directors’ principles regarding diversity. Each shareholder of the Company can also make their own proposal directly to the General Meeting in accordance with the Companies Act (624/2006, with amendments).

The Nomination Board consists of four (4) members, of which each Company’s three (3) largest shareholders are entitled to appoint one member. In addition, the Chairman of the Board of Directors is a member of the Nomination Board. The Company itself can’t be a member of the Nomination Board. The representatives of the Company’s operative management or the Company’s employees cannot be members personally, but as shareholders they can appoint a member to the Nomination Board.

The right to appoint members representing the shareholders belongs to the three (3) shareholders, whose proportions of the votes of all shares of the Company are the largest, according to the shareholder register held by the Euroclear Finland Oy on the first business day of August preceding the Annual General Meeting.

If an owner of nominee registered shares wishes to use their right to appointment, they must present reliable evidence of the number of shares owned by them on the first business day of August of the year preceding the Annual General Meeting. The evidence must be delivered to the Chairman of the Board of Directors at latest on the eighth business day of August.

The duties of the Nomination Board 

The duties of the Nomination Board, according to the Board of Directors’ principles regarding 
diversity, are:

  • to prepare and present to the General Meeting the proposal for remuneration of the 
    members of the Board Directors, in accordance with the Renumeration Policy for the 
    Governing Bodies 
  • to prepare and present to the General Meeting the proposal for the number of members in 
    the Board of Directors, in accordance with the Articles of Association
  • to prepare and present to the General Meeting the proposal for the members of the Board 
    of Directors
  • to prepare and present to the organizing meeting of the Board of Directors the proposal of 
    election regarding the Chairman and Vice Chairman of the Board of Directors
  • to look out for successor candidates for the members of the Board of Directors
  • to prepare the Board of Directors’ principles regarding diversity 
Composition of the Shareholders Nomination Board for the term 2023–2024 

The composition of the 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 members have been nominated to 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 funds managed by OP Fund Management Company Ltd
  • Terho Kalliokoski, Chairperson of Kamux Corporation’s Board of Directors

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