Remuneration of the Board of Directors

Remuneration of the Board of Directors (Board) and the Board Committees is decided by the AGM based on the proposal prepared by the Shareholders’ Nomination Board. The Nomination Board regularly reviews the remuneration of the Board against companies of similar size and complexity to the Company to ensure that the Company can attract and retain Board members with relevant skills, industry knowledge and international experience to oversee the Company strategy.

The Board remuneration in Kalmar consists of a fixed annual fee and meeting fees. The annual fee can be paid out in shares or cash or as a combination of those. The amount of the annual fee varies based on the person’s position in the Board and its Committees. 

The current annual fees for the Board members are (as decided by the Annual General Meeting of Shareholders on 27 March 2025):

• 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.