KALMAR CORPORATION, STOCK EXCHANGE RELEASE, 23 JANUARY 2026 AT 10:45 AM (EET)
Shareholders’ Nomination Board’s proposals to the Annual General Meeting 2026
The Shareholders’ Nomination Board (“Nomination Board”) of Kalmar Corporation proposes to the Annual General Meeting (“AGM”) in 2026 that the number of members of the Board of Directors to be eight (currently 8 members).
The current member of the Board, Mrs Teresa Kemppi-Vasama has announced that she will not be available for re-election.
The Shareholders’ Nomination Board proposes that the current members Mr. Jaakko Eskola, Mr. Lars Engström, Mr. Marcus Hedblom, Mr. Vesa Laisi, Mr. Casimir Lindholm, Mrs. Sari Pohjonen and Mrs. Emilia Torttila-Miettinen would be re-elected as members of the Board. The Nomination Board further proposes that Mrs. Carita Himberg would be elected as a new member of the Board.
Carita Himberg is an experienced people and culture executive with a background from several different companies and industries.
Furthermore, the Nomination Board recommends that the Board of Directors re-elects from among themselves Jaakko Eskola as the Chair of the Board of Directors and Casimir Lindholm as the Vice Chair.
All the proposed Board members have given their consent to be elected and have been assessed to be independent of the company and its significant shareholders.
Carita Himberg’s 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/.
The Nomination Board would already at this stage thank Teresa for her long-standing and valuable work for the benefit of Kalmar, culminating in its successful transition to an independent listed company.
With regard to the selection procedure for the members of the Board of Directors, the 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 Nomination Board is separate from the Board of Directors. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competencies, is also responsible for ensuring 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.
Proposal for the remuneration of the Board of Directors
The Nomination Board proposes fixed annual remuneration to the Board members as follows:
- Chair of the Board: EUR 168,000 (EUR 160,000 in 2025)
- Vice Chair of the Board: EUR 100,000 (EUR 95,000 in 2025)
- Members of the Board: EUR 84,000 (EUR 80,000 in 2025)
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 21,000 (EUR 20,000 in 2025)
- Members of the Audit and Risk Management Committee: EUR 10,500 (EUR 10,000 in 2025)
- Chair of the Personnel and Remuneration Committee: EUR 16,000 (EUR 15,000 in 2025)
- Members of the Personnel and Remuneration Committee: EUR 10,500 (EUR 10,000 in 2025)
- Chair of any other committee possibly constituted by the Board in accordance with a separate decision by the Board: EUR 16,000 (EUR 15,000 in 2025)
- Members of any other committee possibly constituted by the Board: EUR 5,500 (EUR 5,000 in 2025)
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 2026 interim result publication. Kalmar 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 members of Kalmar’s Nomination Board are:
- Ville Herlin (appointed by Wipunen varainhallinta oy)
- Heikki Herlin, Chair of the Nomination Board (appointed by Mariatorp Oy)
- Timo Sallinen, Chief Investment Officer, Varma Mutual Pension Insurance Company (appointed by Varma Mutual Pension Insurance Company)
- Mikko Mursula, CEO, Ilmarinen Mutual Pension Insurance Company (appointed by Ilmarinen 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.
The proposals of the Nomination Board will be included in the invitation to the Annual General Meeting, which will be published later.
For further information, please contact:
Carina Geber-Teir, SVP, IR, Marketing and Communications, tel. +358 40 502 4697
About Kalmar
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. www.kalmarglobal.com
- CV Carita Himberg ENG
- Carita Himberg