Proposals of the Shareholders’ Nomination Board of KH Group Plc to the Annual General Meeting

KH Group Plc
Stock Exchange Release
28 January 2026 at 10:15 am EET

Proposals of the Shareholders’ Nomination Board of KH Group Plc to the Annual General Meeting

The Shareholders’ Nomination Board of KH Group Plc has submitted its proposals to the Board of Directors of KH Group for the Annual General Meeting. The Shareholders’ Nomination Board makes its proposals unanimously. The Annual General Meeting is planned to be held on Tuesday, 5 May 2026. The company will publish the notice to convene the Annual General Meeting at a later date.

Proposal on Board Composition

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be five (5).

The Nomination Board proposes that the current members of the Board of Directors Juha Karttunen, Christoffer Landtman, Jari Rautjärvi and Jon Unnérus be re-elected, and that Maija Jokela be elected as a new member of the Board of Directors, for a term ending at the closing of the 2027 Annual General Meeting. Of the current Board members, Taru Narvanmaa has indicated that she is not available for re-election. According to the Articles of Association of KH Group, the Board of Directors elects a Chair from among its members.

All persons nominated as members of the Board of Directors have given their consent to the election. The Nomination Board considers all the nominees to be independent of the company and of the significant shareholders of the company.

CVs, photographs and the evaluation regarding the independence of the current members of the Board of Directors are presented on the company’s website at https://khgroup.com/en/investors/corporate-governance/board-of-directors/. Presentation of the proposed new member of the Board of Directors Maija Jokela is attached to this stock exchange release.

The proposal on the composition of the Board of Directors deviates from the recommendation of the Corporate Governance Code regarding balanced representation of women and men, as out of the five proposed Board members, only one is a woman. Based on careful consideration, the Nomination Board considers that the proposed Board composition is, as a whole, the best suited to the current situation, taking into account KH Group’s strategy and the needs related to managing and developing its businesses. In this context, the Nomination Board has taken into account, among other things, the experience of the proposed continuing Board members in KH Group’s operations and the number of their terms of office, including the fact that, with the exception of the Chair of the Board, the proposed Board members have served for no more than two years.

In assessing the composition of the Board of Directors, the Nomination Board has identified the key areas of expertise and needs required for Board work. The recruitment process for the proposed new member has been based on the competence areas defined by the Nomination Board, a comprehensive screening of candidates and interviews with Board member candidates. The Board’s competence needs are defined annually, and in its assessment, the Nomination Board takes into account the recommendations in the Corporate Governance Code regarding the composition of the Board.

Remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that an annual remuneration of EUR 50,000 be paid to the Chair of the Board and an annual remuneration of EUR 30,000 to the other members of the Board. In addition, the Chair of the Audit Committee would be paid a meeting fee of EUR 1,000 per Audit Committee meeting, and each member of the Audit Committee a meeting fee of EUR 500 per Audit Committee meeting.

The Nomination Board further proposes that the travel expenses of the members of the Board of Directors be compensated in accordance with the company’s travel policy. Earnings-related pension insurance contributions are paid voluntarily for the paid remuneration.

Charter of the Nomination Board

The Shareholders’ Nomination Board proposes that the Charter of the Nomination Board be amended so that going forward, the Nomination Board’s proposals to the Annual General Meeting must be published no later than six (6) weeks before the next Annual General Meeting. Pursuant to the current Charter, the proposals must be published no later than on the last day of January preceding the Annual General Meeting.

Composition of the Shareholders’ Nomination Board

The Shareholders’ Nomination Board comprises representatives of the Company’s largest shareholders based on the ownership situation on 31 August 2025 and the Chairman of the Board of Directors of KH Group. The members of the Nomination Board are: Simon Hallqvist (Preato Capital AB), Mikko Laakkonen, Johanna Takanen and Juha Karttunen, Chairman of the Board of Directors of KH Group.

KH GROUP PLC

Juha Karttunen
Chairman of the Board of Directors

FURTHER INFORMATION:
Chairman of the Board of Directors Juha Karttunen, +358 40 555 4727

KH Group in brief:
KH Group Plc is a Nordic corporation supporting sustainable construction and society’s critical functions with two business areas: KH-Koneet, supplier of construction and earth-moving machinery, and Nordic Rescue Group, rescue vehicle manufacturer. KH Group’s share is listed on Nasdaq Helsinki. More information at www.khgroup.com/en.

Attachment

• Maija Jokela CV_EN