HIAB CORPORATION, STOCK EXCHANGE RELEASE, 19 DECEMBER 2025 AT 12:00 PM (EET)
Proposals by Hiab's Shareholders’ Nomination Board to the Annual General Meeting 2026
Number of members of the Board of Directors
The Shareholders' Nomination Board (“Nomination Board”) of Hiab Corporation (“Hiab” or “the Company”) proposes to the Annual General Meeting to be held on 24 March 2026, that the number of members of the Board of Directors is confirmed as seven (7).
Composition of the Board of Directors
The Nomination Board proposes that the current members Eric Alström, Raija-Leena Hankonen-Nybom, Casimir Lindholm, Jukka Moisio, Tuija Pohjolainen-Hiltunen, Ritva Sotamaa and Luca Sra would be re-elected. Ilkka Herlin has informed that he is not available for re-election. Jukka Moisio is proposed to be re-elected as the Chair of the Board of Directors and Casimir Lindholm re-elected as the Deputy Chair of the Board of Directors. The proposed members of the Board of Directors are presented on Hiab’s webpage: www.hiabgroup.com/governance.
All the Board member candidates have given their consent to be elected. All candidates have been assessed to be independent of the Company’s significant shareholders. Furthermore, all of them, with the exception of Casimir Lindholm, the Company's former President and CEO, have been assessed to be independent of the Company.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' 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 Hiab, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competencies, is also responsible for making sure 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.
Remuneration of the members of Board of Directors
The Nomination Board proposes fixed annual remuneration to the Board members as follows:
- Chair of the Board: EUR 170,000 (2025: 160,000)
- Vice Chair of the Board: EUR 100,000 (95,000)
- Other members of the Board: EUR 85,000 (80,000)
An additional fixed remuneration is proposed to be paid to the Board members that are elected as members of committees as follows:
- EUR 22,000 (2025: 20,000) to the Chair of the Audit and Risk Management Committee
- EUR 11,000 (10,000) to each member of the Audit and Risk Management Committee
- EUR 16,000 (15,000) to the Chair of any other committee constituted by the Board
- EUR 6,000 (5,000) to each member of any other committee constituted by the Board
In addition to the annual fees, meeting fees for attending Board or Committee meetings are proposed as follows:
- EUR 1,000 (2025: 1,000) for meetings held in the Member’s country of residence or attended remotely
- EUR 2,000 (2,000) for meetings held in a different country from the Member’s residence
- EUR 3,000 (3,000) for meetings held on a different continent from the Member’s residence
The Nomination Board further proposes that the annual Board and Committee fees are to be paid in the Company shares and cash so that 40 (2025: 40) percent is to be paid in the Company’s class B shares to be purchased on the Board members’ behalf from the market at a price determined in public trading, and the rest in cash.
The shares will be purchased within two weeks of the publication of the interim report for the period 1 January 2026–31 March 2026 or as soon as possible thereafter in accordance with applicable legislation. The company will pay any costs and transfer tax related to the purchase of company shares.
Expenses related to travel and accommodation, as well as other costs directly related to Board and Committee work shall be reimbursed in accordance with company policy.
If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2027, the Board has a right to decide upon potential reclaim of the term fees as it deems appropriate.
Composition of the Shareholders’ Nomination Board
The Nomination Board consists of four (4) members. According to the Charter of the Nomination Board, the members of the Nomination Board are appointed as follows: the two largest shareholders of class A shares are entitled to appoint one (1) member each, and the two largest shareholders of class B shares who do not own any class A shares, are entitled to appoint one (1) member each.
According to the Charter of the Nomination Board, the number of votes held by each shareholder of all shares in the Company are determined based on the shareholders’ register of Hiab as per the situation on the first banking day of June each year.
In accordance with the above, the members of Hiab’s Nomination Board are:
- Ville Herlin, Chair (appointed by Wipunen varainhallinta oy)
- Ilona Herlin (appointed by Mariatorp Oy)
- Markus Aho, Deputy CEO, Chief Investment Officer, Varma Mutual Pension Insurance Company (appointed by Varma Mutual Pension Insurance Company)
- Rami Vehmas, Chief Equity Officer, Ilmarinen Mutual Pension Insurance Company (appointed by Ilmarinen Mutual Pension Insurance Company)
In accordance with the Charter of the Nomination Board, the Chair of Hiab’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.
For further information, please contact:
Taina Tirkkonen, EVP, General Counsel, tel. +358 50 317 4000
Further information for investors:
Aki Vesikallio, Vice President, Investor Relations, tel. +358 40 729 1670
Hiab (Nasdaq Helsinki: HIAB) is a leading provider of smart and sustainable on road load-handling solutions, committed to delivering the best customer experience every day with the most engaged people and partners. Globally, Hiab is represented on every continent through its extensive network of 3,000 own and partner sales and service locations, enabling delivery to over 100 countries. The company's continuing operations sales in 2024 totalled approximately EUR 1.6 billion and it employs over 4,000 people. www.hiabgroup.com
