Decisions Taken at Cargotec Corporation's Annual General Meeting
Cargotec Corporation's Annual General Meeting was held today, February 28, 2006 in Helsinki. The meeting approved the parent company and consolidated financial statements and granted discharge from liability to the members of the Board of Directors and the President and CEO for the accounting period June 1-December 31, 2005.
The Annual General Meeting approved a dividend of EUR 0.64 for each of the 9,526,089 class A shares and EUR 0.65 for the 54,191,166 outstanding class B shares. The date of record for dividend distribution is March 3, 2006, and the dividend payment date is March 10, 2006. The rest of the distributable equity, EUR 835 million, will be retained and carried forward.
The number of members of the Board of Directors was confirmed at six according to the proposal of Cargotec's Nomination and Compensation Committee. Re-elected as full members of the Board of Directors were Henrik Ehrnrooth, Tapio Hakakari, Ilkka Herlin, Peter Immonen and Karri Kaitue. Carl-Gustaf Bergström was elected as a member of the Board from May 1, 2006 when he hands over his duties as President and CEO to his successor. The Chairman of the Board's monthly remuneration was decided to be EUR 5,000. The Deputy Chairman's monthly remuneration was decided to be EUR 3,500. Other Board members' remuneration was decided to be EUR 2,500. In addition, it was decided that members receive EUR 500 for attendance at Board and Committee meetings.
Authorized public accountants Johan Kronberg and PricewaterhouseCoopers Oy were elected as auditors according to the proposal of Audit Committee of Cargotec Corporation's Board of Directors. The auditors' fees were decided to be paid according to invoice.
The Annual General meeting authorized the Board of Directors of Cargotec to decide to repurchase the Company's own shares with assets distributable as profit. Own shares can be repurchased in order to develop the capital structure of the Company, finance or carry out possible acquisitions, implement the Company's share-based incentive plans, or to be transferred for other purposes or to be cancelled. The maximum amount of repurchased own shares shall be less than ten percent of the Company's share capital and total voting rights. This corresponds to a maximum of 6,391,000 shares of which no more than 952,000 are class A shares and 5,439,000 are class B shares. This authorization replaces the authorization granted by the Extraordinary Shareholders' Meeting on July 12, 2005 and remains in effect for a period of one year from the date of decision of the Annual General Meeting.
In addition, the Annual General Meeting authorized the Board of Directors to decide to distribute any shares repurchased. The repurchased shares may be used as compensation in acquisitions and in other arrangements as well as to implement the Company's share-based incentive plans in the manner and to the extent decided by the Board of Directors. The Board of Directors has also the right to decide on the distribution of the shares in public trading in the Helsinki Stock Exchange to be used as compensation in possible acquisitions. The authorization is limited to a maximum of 952,000 class A shares and 5,439,000 class B shares repurchased by the Company. The Board of Directors was authorized to decide to whom and in which order the repurchased shares will be distributed. This authorization replaces the authorization granted by the Extraordinary Shareholders' Meeting on July 12, 2005 and remains in effect for a period of one year from the date of decision of the Annual General Meeting.