Decisions taken at Kalmar Corporation’s Annual General Meeting 2025

KALMAR CORPORATION, STOCK EXCHANGE RELEASE, 27 MARCH 2025 AT 6:00 PM (EET) 

Decisions taken at Kalmar Corporation’s Annual General Meeting 2025

Kalmar Corporation's (“Company”) Annual General Meeting (“AGM”) was held today on 27 March 2025 in Helsinki, Finland. The AGM approved all proposals made to the AGM by the Shareholders’ Nomination Board and the Board of Directors.

Financial statements, distribution of profits and discharge from liability 

The AGM adopted the financial statements for the financial period ended on 31 December 2024.

The AGM approved a distribution of a dividend of EUR 0.99 per each class A share and a dividend of EUR 1.00 per each outstanding class B share. The date of record for dividend distribution is 31 March 2025, and the dividend is paid on 7 April 2025.

The AGM considered the remuneration policy for governing bodies and the remuneration report for governing bodies. The AGM granted discharge from liability to the members of the Board of Directors and to the President and CEO for the financial period ended on 31 December 2024.

The Board of Directors 

The number of the Board members was confirmed at eight (8). Jaakko Eskola, Lars Engström, Marcus Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen and Emilia Torttila-Miettinen were re-elected as Board members. Casimir Lindholm was elected as a new Board member. The term of office of the Board members commenced at the end of the AGM, with the exception of Casimir Lindholm, whose term of office will commence on 1 April 2025, according to his wish.

The yearly remuneration of the Board of Directors was confirmed as follows: 

• Chair of the Board: EUR 160,000
• Vice Chair of the Board: EUR 95,000 
• Other members of the Board: EUR 80,000 

An additional yearly remuneration was confirmed to be paid to the Board members elected as members of the committees as follows: 

• Chair of the Audit and Risk Management Committee: EUR 20,000 
• Member of the Audit and Risk Management Committee: EUR 10,000 
• Chair of the Personnel and Remuneration Committee: EUR 15,000
• Member of the Personnel and Remuneration Committee: EUR 10,000 
• Chair of any other committee possibly constituted by the Board: EUR 15,000 
• Member of any other committee possibly constituted by the Board: EUR 5,000 

Approximately 40% of the fixed yearly remuneration will be paid in Kalmar’s class B shares and the rest in cash. 

In addition to the fixed annual fee, a meeting fee of EUR 1,000 will 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 will be EUR 2,000, and for meetings held on a different continent than where the Board member is domiciled, the meeting fee will be EUR 3,000. For remote and telephone meetings or when attending a regular meeting remotely, the meeting fee will be EUR 1,000. 

Auditor and sustainability reporting assurance provider 

The AGM re-elected the accounting firm Ernst & Young Oy as the Company’s auditor, and the authorised sustainability auditor Ernst & Young Oy as the sustainability reporting assurance provider for a term ending at the end of the Annual General Meeting 2026. 

AGM authorisations to the Board of Directors

As per the Board of Directors’ proposals, the AGM authorised the Board to decide on the repurchase and/or on the acceptance as pledge of Company’s shares with unrestricted equity of the Company and, to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares, as referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. Both authorisations will remain effective until the end of the next AGM, however no longer than 18 months.

The AGM authorised the Board of Directors to decide on donations for university collaboration, charity or similar purposes in the maximum amount of EUR 200,000. The authorisation is effective until the end of the next AGM.

For further information, please contact:

Carina Geber-Teir, SVP, IR, Marketing & Communications, tel. 7

Ulla Bono, General Counsel, tel. 3

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 2024, the company's sales totalled approximately EUR 1.7 billion.