General meeting

Kalmar’s highest decision-making power is held by the General Meeting, whose tasks and procedures are outlined in the Finnish Limited Liability Companies Act and the Company’s Articles of Association. The General Meeting is convened by the Board of Directors and can be held in the Company’s domicile, Helsinki, Finland, or as a remote meeting.

Shareholders exercise their decision-making power at General Meetings. The Annual General Meeting is held annually within six months of the closing of the financial period, on a day designated by the Board of Directors. 

An Extraordinary General meeting in respect of specific matters shall be held when considered necessary by the Board of Directors, or when requested in writing by the Company’s Auditor or by shareholders representing at least 10 percent of all the issued shares of the Company.

The issues decided on by the AGM include the adoption of the financial statements, distribution of profit, granting of release from liability to the members of the Board of Directors and to the President and CEO, as well as the election of and remuneration payable to the members of the Board of Directors, the Auditor and the Sustainability reporting assurance provider. The General Meeting also makes advisory resolutions on the Company’s remuneration policy and remuneration report. Further, the General meeting has the right to amend Company’s Articles of Association and make decisions and authorise the Board of Directors to make decisions on the acquisition of treasury shares, on share issues and on option programmes.

Notice of the General meeting is published as a stock exchange release and on Kalmar’s website. The notice includes the agenda for the meeting and instructions regarding registration and attendance. A proposal by Shareholder’s Nomination Board for the composition of the Board of Directors is included in the notice to the General Meeting. The same applies to a proposal for the composition of the Board of Directors made by shareholders with at least 10 percent of the votes carried by the shares, provided that the candidates have given their consent to the election and the Company has received information of the proposal sufficiently in advance so that it may be included in the notice to the General Meeting. A proposal by the Board of Directors for the Auditor and the Sustainability reporting assurance provider of the Company is published in connection with the notice to the General Meeting.

The Chair of the Board, all members of the Board of Directors and the President and CEO must be present at the General Meeting. The Auditor must be present at the Annual General Meeting. Board member candidates must be present at the General Meeting deciding on their election.

Shareholders' rights

Shareholders have the right to attend the General Meeting by following the procedure described in the notice of the General Meeting. A shareholder can attend the General Meeting either in person, or via a representative authorised by the shareholder. 

Shareholders have the right to raise issues under the purview of the General Meeting for consideration by the Meeting, if they so request in a written notification to the Board of Directors in good time for the matter to be included in the notice of the General Meeting. The date, by which Kalmar’s Board of Directors must be notified of matters to be considered at the General Meeting, is published annually on the Company website. 

By attending General Meetings, shareholders may exercise their voting rights, request information, and participate in the decision-making process of the Company.

Kalmar has two share classes, each with different voting rights. At a General Meeting, each class A share entitles their holders to one vote and each full set of ten class B shares entitle their holders to one vote, but in such a way that each shareholder has a minimum of one vote.

Dividend

Shareholders registered in Kalmar’s shareholder register on the record date of the dividend payment are entitled to dividend. In dividend distribution, class B shares earn a higher dividend than class A shares. The difference between dividends paid on the two classes of shares is a minimum of one cent and a maximum of two and a half cents.

According to Kalmar’s Dividend policy, Kalmar aims for a dividend payout ratio of 30–50 percent per annum.