Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of Kalmar’s Board of Directors

KALMAR CORPORATION, STOCK EXCHANGE RELEASE, 5 DECEMBER 2024 AT 14:30 PM (EET) 

Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of Kalmar’s Board of Directors

The Shareholders' Nomination Board (“Nomination Board”) of Kalmar Corporation (“Kalmar” or “the Company”) proposes to the Annual General Meeting, planned to be held on 27 March 2025, that the Board of Directors would have eight (8) members and that the current members Jaakko Eskola, Lars Engström, Marcus Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen and Emilia Torttila-Miettinen would be re-elected. The Nomination Board will propose that Casimir Lindholm would be elected as a new member of the board. His resume is attached to this release. The proposed current members of the Board of Directors are presented on Kalmar’s webpage: https://www.kalmarglobal.com/investors/governance/board-of-directors/ 

All the Board member candidates have given their consent to be elected and have been assessed to be independent of the company and its significant shareholders.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that in Kalmar Corporation, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competencies, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.

The Nomination Board proposes fixed annual remuneration to the Board members as follows:

• Chair of the Board: EUR 160,000 (EUR 160,000 in 2024)
• Vice Chair of the Board: EUR 95,000 (EUR 95,000 in 2024)
•  Other members of the Board: EUR 80,000 (EUR 80,000 in 2024)

An additional fixed remuneration is proposed to be paid to the Board members that are elected as members of committees as follows: 

• Chair of the Audit and Risk Management Committee: EUR 20,000 (EUR 20,000 in 2024)
• Member of the Audit and Risk Management Committee: EUR 10,000 (EUR 10,000 in 2024)
• Chair of the Personnel and Remuneration Committee: EUR 15,000 (EUR 15,000 in 2024)
• Member of the Personnel and Remuneration Committee: EUR 10,000 (EUR 10,000 in 2024)
• Chair of any other committee possibly constituted by the Board in accordance with a separate decision by the Board: EUR 15,000 (maximum EUR 15,000 in 2024)
• Member of any other committee constituted by the Board: EUR 5,000 (EUR 5,000 in 2024)

In addition to the fixed annual fee, a meeting fee of EUR 1,000 would be paid to the Board member participating in a Board or Committee meeting when the meeting takes place in the member’s country of residence. For meetings held in a different country than where the Board member is domiciled, the meeting fee would be EUR 2,000 and for meetings held on a different continent than where the Board member is domiciled, the meeting fee would be EUR 3,000. For remote and telephone meetings or when attending a regular meeting remotely, the meeting fee would be EUR 1,000.

Approximately 40% of the fixed yearly remuneration would be paid in Kalmar’s class B shares and the rest in cash. The aim is that the purchase of the shares from the market at a price formed in public trading would be commenced after the Q1 2025 interim result publication. The company would cover the transfer taxes related to the remuneration paid in shares.

The expenses of Board members related to travel and accommodation as well as other costs directly related to board and committee work would be reimbursed in accordance with Kalmar’s policies.

The Nomination Board consists of four (4) members. According to the Charter of the Nomination Board, the members of the Nomination Board are appointed as follows: the two largest shareholders of class A shares are entitled to appoint one (1) member each, and the two largest shareholders of class B shares who do not own any class A shares, are entitled to appoint one (1) member each.

According to the Charter of the Nomination Board, the number of votes held by each shareholder of all shares in the Company are determined based on the shareholders’ register of Kalmar as per the situation on the first banking day of June each year. As Kalmar was not established until the completion of the demerger on 30 June 2024, the right to appoint members to the Nomination Board was determined based on Cargotec Corporation’s shareholders’ register as per the situation on the first banking day of June, i.e., 3 June 2024. In the demerger of Cargotec, the shareholders of Cargotec received as demerger consideration one (1) new share of the corresponding share class (i.e., class A or class B) in Kalmar for each class A and each class B share they held in Cargotec.

In accordance with the above, the members of Kalmar’s Nomination Board are:

• Ilkka Herlin (appointed by Wipunen varainhallinta oy)
• Heikki Herlin (appointed by Mariatorp Oy)
• Mikko Mursula, Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company (appointed by Ilmarinen Mutual Pension Insurance Company)
• Carl Pettersson, CEO, Elo Mutual Pension Insurance Company (appointed by Elo Mutual Pension Insurance Company).

In accordance with the Charter of the Nomination Board, the Chair of Kalmar’s Board of Directors participates in the Nomination Board’s work as an expert without having the right to participate in the decision-making of the Nomination Board.

For further information, please contact:
Carina Geber-Teir, SVP, IR, Marketing and Communications, tel. +358 40 502 4697

Kalmar (Nasdaq Helsinki: KALMAR) is moving goods in critical supply chains around the world, with the vision to be the forerunner in sustainable material handling equipment and services. The company offers a wide range of industry shaping heavy material handling equipment and services to ports and terminals, distribution centres, manufacturing and heavy logistics. Headquartered in Helsinki, Finland, Kalmar operates globally in over 120 countries and employs approximately 5,200 people. In 2023, the company's sales totalled approximately EUR 2.0 billion. www.kalmarglobal.com