Notice of Cargotec Corporation's Annual General Meeting 2014
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 4 FEBRUARY 2014 AT 10.30 AM EET
Notice of Cargotec Corporation's Annual General Meeting 2014
The shareholders of Cargotec Corporation are hereby invited to the Annual
General Meeting to be held at the Marina Congress Center, address
Katajanokanlaituri 6, Helsinki, Finland on Tuesday, 18 March 2014 at 1 p.m.
(EET). The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at noon.
The meeting shall consider the following matters:
1.Â Opening of the meeting
2.Â Calling the meeting to order
3.Â Election of persons to scrutinise the minutes and to supervise the counting
4.Â Recording the legality of the meeting
5.Â Recording the attendance at the meeting and adoption of the list of votes
6.Â Presentation of the financial statements, the Board of Directors' report and
the Auditors' report for the financial period 2013
Presentation by the President and CEO
7.Â Adoption of the financial statements
8.Â Resolution on the use of the profit shown on the balance sheet and payment of
The Board of Directors proposes that a dividend of EUR 0.41 be paid for each of
class A shares and a dividend of EUR 0.42 be paid for each of class B shares.
The dividend will be paid to shareholders who on the record date for dividend
distribution, 21 March 2014, are registered as shareholders in the company's
shareholder register. The dividend payment date proposed by the Board of
Directors is 28 March 2014.
9.Â Resolution on the discharge from liability to the members of the Board of
Directors and the President and CEO
10.Â Resolution on the remuneration payable to the members of the Board of
The Nomination and Compensation Committee of the Board of Directors proposes
that a yearly remuneration of EUR 80,000 will be paid to the Chairman of the
Board, EUR 55,000 to the Vice Chairman, EUR 55,000 to the Chairman of the Audit
and Risk Management Committee and EUR 40,000 to the other Board members. In
addition, members are proposed to be paid EUR 1,000 for attendance at board and
committee meetings. According to the proposal, 30 percent of the yearly
remuneration will be paid in Cargotec's class B shares and the rest in cash.
11.Â Resolution on the number of members of the Board of Directors and possible
The Nomination and Compensation Committee proposes that the number of Board
members be seven (7) and that no deputy members be elected.
12.Â Election of the members and possible deputy members of the Board
The Nomination and Compensation Committee proposes that current Board members
Jorma Eloranta, Tapio Hakakari, Ilkka Herlin, Peter Immonen, Antti Lagerroos,
Teuvo Salminen and Anja Silvennoinen, who have given their consent for the
election, be re-elected to the Board of Directors for a term of office that
expires at the end of the first Annual General Meeting following their election.
Information on the current Board members is available on Cargotec's website at
13.Â Resolution on auditor remuneration
The Audit and Risk Management Committee of the Board of Directors proposes that
the fees to the auditors be paid according to their invoice.
14.Â Resolution on the number of auditors
The Audit and Risk Management Committee proposes that two (2) auditors be
15.Â Election of the auditors
The Audit and Risk Management Committee proposes that authorised public
accountants PricewaterhouseCoopers Oy and Jouko Malinen be elected.
16.Â Authorising the Board of Directors to decide on repurchase of Cargotec's
The Board of Directors proposes that the general meeting authorise the Board to
decide on the repurchase of Cargotec's shares with non-restricted equity.
Altogether no more than 6,400,000 shares in the company may be purchased, of
which no more than 952,000 are class A shares and 5,448,000 are class B shares.
The purchase price of class A and B shares shall be based on the market price of
Cargotec's share in public trading on NASDAQ OMX Helsinki Ltd on the date of
purchase: the minimum consideration shall be the lowest market price of the
class B share of the company quoted in public trading during the authorisation
period and the maximum consideration the highest market price quoted during the
authorisation period. Â The shares may be repurchased through a directed purchase
as defined in Chapter 15(6) of the Limited Liabilities Companies Act. This
authorisation shall remain in effect for a period of 18 months from the
resolution by the general meeting.
17.Â Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the general meeting authorises the Board of
Directors to decide on the issuance of shares as well as the issuance of options
and other special rights entitling to shares referred to in chapter 10 section
1 of the Finnish Companies Act as follows: The amount of shares to be issued
based on this authorization shall not exceed 952 000 class A shares and
5 448 000 class B shares. 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 in deviation from the
shareholders' pre-emptive rights, on the condition that the distribution of
shares is based on weighty financial grounds. The Board of Directors is
authorised to decide on all the conditions of the issuance of shares and of
special rights entitling to shares. The authorization is proposed to remain in
effect for a period of five years following the date of decision of the general
18.Â Closing of the meeting
Documents of the Annual General Meeting
The financial statements review 2013, the above mentioned proposals by the Board
of Directors and the Board Committees and this notice of the meeting are
available to shareholders for review as of 4 February 2014 on Cargotec's website
at www.cargotec.com. Copies of the documents will be sent to shareholders upon
request, and they will also be available at the meeting. Cargotec's Annual
report 2013 will be available during week 7 at
http://annualreport2013.cargotec.com. The Annual report includes the financial
statements, the Board of Directors' report and the Auditors' report.
Instructions for the participants in the general meeting
Right to participate
In order to take part in the general meeting, shareholders must be registered in
the shareholders' register on 6 March 2014. A shareholder may participate in the
general meeting and exercise his/her rights at the meeting by way of proxy
Registration in the shareholder register
A shareholder, whose shares are registered on his/her personal book-entry
account, is registered in the shareholders' register of the company. A holder of
nominee-registered shares who wants to participate in the general meeting must
be temporarily entered into the shareholder register of the company latest on
13 March 2014 by 10 a.m. (EET). A holder of nominee-registered shares is advised
to request the necessary instructions regarding the registration in the
shareholder register of the company and the issuing of proxy documents from
his/her custodian bank. As regards nominee registered shares, this constitutes
due registration for the general meeting.
Changes in the holding of shares that take place after the record date have no
effect on the right to participate or to vote in the general meeting.
The temporary shareholder register of Cargotec Corporation, as per the record
date of the meeting, 6 March 2014, can be viewed at Euroclear Finland Ltd., Urho
Kekkosen katu 5 C, Helsinki, as of 14 March 2014.
Proxy representative and powers of attorney
Shareholders are requested to provide Cargotec with any proxies for the general
meeting so that the proxies are in Cargotec's possession by 13 March 2014. A
holder of nominee-registered shares is advised to follow the instructions of
his/her custodian bank regarding proxies. Â If a holder of nominee-registered
shares wishes to be represented by some other person than his/her custodian, a
written power of attorney and a notice of participation in the meeting is to be
delivered to Cargotec as described below. When a shareholder participates in the
general meeting by means of several proxy representatives representing a
shareholder with shares in different book entry accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the general meeting.
Notification of participation
Shareholders who wish to attend the meeting must notify Cargotec no later than
4 p.m. (EET) on 13 March 2014. Notification can be made:
* on Cargotec's website at www.cargotec.com
* by mail: Cargotec Corporation, AGM, P.O. Box 61, FI-00501 Helsinki, Finland;
* by fax: +358 20 777 4036; or
* by telephone: +358 20 770 6872, Monday to Friday between 9 a.m. and 4 p.m.
Pursuant to Chapter 5 (25) of the Limited Liability Companies Act, a shareholder
who is present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting.
On the date of this notice, there are 9,526,089 class A shares and 54,788,505
class B shares in Cargotec Corporation. Pursuant to the articles of association
each class A share entitles its holder to one vote and each full set of ten
class B shares entitle their holder to one vote, however, each shareholder has a
minimum of one vote.
Helsinki, 3 February 2014
Board of Directors
Cargotec shapes the cargo handling industry for the benefit of its customers and
shareholders. Cargotec's business areas MacGregor, Kalmar and Hiab are
recognised leaders in cargo and load handling solutions around the world. Their
global network is positioned close to customers and offers extensive services
that ensure a continuous, reliable and sustainable performance according to
customers' needs. Cargotec's sales totalled approximately EUR 3.2 billion in
2013 and it employs approximately 11,000 people. Cargotec's class B shares are
quoted on NASDAQ OMX Helsinki under symbol CGCBV. www.cargotec.com
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Source: Cargotec Oyj via GlobeNewswire