Own shares, share issues and authorisations

As of 31 March 2025, Kalmar held a total of 181,389 own B class shares.

Repurchasing of own shares

The Annual General Meeting held on 27 March 2025 authorized the Board of Directors on the acquisition of Kalmar’s own shares and on the acceptance as pledge of Kalmar’s own shares in one or several tranches as follows: 

A maximum of 6,400,000 shares in the Company may be repurchased and/or accepted as pledge on the basis of the authorisation, of which no more than 952,000 are class A shares and 5,448,000 are class B shares which would correspond to approximately 10 percent of Kalmar’s registered class A shares and approximately 10 percent of class B shares. The shares acquired on the basis of the authorisation may only be purchased with unrestricted equity of the Company.

The purchase price of class A and class B shares shall be based on the market price of class B share formed in public trading on Nasdaq Helsinki Ltd on the date of purchase: the lowest market price of the Company’s class B share quoted in public trading during the authorisation period shall be the minimum consideration and the highest market price quoted during the authorisation period shall be the maximum consideration. The shares may be repurchased and/or accepted as pledge through a directed purchase as defined in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act.

The Board of Directors shall decide on any other terms and conditions related to the repurchase and/or the acceptance as pledge of the Company’s own shares.

The authorisation cancels the Company’s prior authorisation to decide on the repurchase and/or acceptance as pledge of the Company’s own shares. The authorisation is effective until the end of the next Annual General Meeting, however no longer than 18 months.

Issuance of shares as well as issuance of options and other special rights entitling to shares

The Annual General Meeting held on 27 March 2025 authorized the Board of Directors on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act, as follows:

The number of shares to be issued based on this authorisation in one or more instalments shall not exceed 952,000 class A shares and 5,448,000 class B shares which would correspond to approximately 10 percent of Kalmar’s registered class A shares and approximately 10 percent of class B shares. The authorisation covers both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights provided that the issuance is based on weighty financial reasons. The Board of Directors is authorised to decide on all conditions of the issuance of shares and of special rights entitling to shares.

The authorisation cancels the Company’s prior authorisation to decide on the issuance of shares and special rights entitling to shares. The authorisation is effective until the end of the next Annual General meeting, however no longer than 18 months.