Boohoo said that the board “is of the view that in pursuing this campaign, Frasers is acting solely in its own commercial self-interest”.
The shareholder vote is scheduled to be held on 21 January. Frasers Group first made the demand to remove Kamani as director in November last year.
In addition, independent proxy adviser Institutional Shareholder Services (ISS) also recommends shareholders to vote against Frasers’ demands.
The row continues after Boohoo appointed Tim Morris as independent non-executive chair in November last year, replacing Kamani. He then moved into the executive vice chair position.
Boohoo Group added: “Mr Kamani is an integral part of the leadership team. His counsel, guidance and insight to Dan Finley (CEO), the rest of the board, and the wider business remains invaluable. The question for shareholders to consider ahead of voting at the general meeting is not therefore whether Mr Kamani should remain as the company's chair, but whether he should remain as a director having already stepped down as chair.”
The demand from Frasers pre-dates the first general meeting of Boohoo Group that was requisitioned by Frasers in October, which was for shareholders to vote on Mike Ashley and restructuring expert Mike Lennon joining the board of Boohoo Group.
The general meeting was held on 20 December, however Boohoo Group shareholders voted against Ashley and Lennon.