Own shares, share issues and authorisations

On 1 July 2024, Kalmar did not hold any own shares.

Repurchasing of own shares

The Board of Directors of Kalmar is authorized pursuant to Demerger Plan approved by the Annual General Meeting of Cargotec on 30 May 2024 to decide, following the completion of the Demerger, on the acquisition of Kalmar’s own shares and on the acceptance as pledge of Kalmar’s own shares as follows: 

The authorization covers in total a maximum of 6,400,000 own shares, meaning that the total number of class A shares to be acquired or accepted as pledge shall not exceed 952,000 shares and the total number of class B shares to be acquired or accepted as pledge shall not exceed 5,448,000 shares. The size of the authorization would correspond to approximately 10 percent of Kalmar’s registered class A shares and approximately 10 percent of class B shares upon the completion of the Demerger, assuming that the total number of Kalmar’s shares to be issued as Demerger Consideration would be as described in Section 4.2 above. Only the unrestricted equity of Kalmar can be used to acquire own shares on the basis of the authorization. 

The consideration to be paid for the shares to be acquired is determined for both class A and class B shares on the basis of the trading price of the class B share on Nasdaq Helsinki on the day of acquisition: the minimum price is the lowest quoted market price of the share in public trading and the maximum price is the highest quoted market price, during the period of validity of the authorization. Shares may be acquired and/or accepted as pledge on a directed basis, in accordance 12 (17) with Chapter 15, Section 6 of the Finnish Companies Act. The authorization is proposed to be valid for a period of 18 months from the completion of the Demerger.

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

The Board of Directors of Kalmar is authorized pursuant to the Demerger Plan approved by the Annual General Meeting of Cargotec on 30 May 2024 to decide, following the completion of the Demerger, 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:

Under the authorization, a maximum of 952,000 class A shares and 5,448,000 class B shares can be issued in one or more tranches, which would correspond to approximately 10 percent of Kalmar’s registered class A shares and approximately 10 percent of class B shares upon the completion of the Demerger, assuming that the total number of Kalmar’s shares to be issued as Demerger Consideration would be as described in Section 4.2 above. The authorization 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 on a directed basis, that is, in deviation from the shareholders’ pre-emptive subscription right, provided that there is a weighty financial reason for doing so. The Board of Directors of Kalmar is authorized to resolve on all terms for share issuance and granting of special rights entitling to shares. The authorization is valid for a period of 18 months from the completion of the Demerger.