Decisions taken at Cargotec Corporation's Annual General Meeting
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 5 MARCH 2010 AT 1.10 P.M. (EET)
Cargotec Corporation's Annual General Meeting was held today, 5 March 2010 in Helsinki.
The Annual General Meeting approved a dividend of EUR 0.39 per each of class A shares and EUR 0.40 per each of class B shares outstanding be paid. The dividend will be paid to shareholder who on the record date for dividend distribution, 10 March 2010, is registered as shareholder in the Company's share register. The dividend payment date is 17 March 2010.
The meeting approved the financial statements and consolidated financial statements. The meeting granted discharge from liability to the President and CEO and the members of the Board of Directors for the accounting period 1 January-31 December 2009.
The number of the members of the Board of Directors was confirmed at seven (7) according to the proposal of the Board's Nomination and Compensation Committee. Tapio Hakakari, Ilkka Herlin, Peter Immonen, Karri Kaitue, Antti Lagerroos and Anja Silvennoinen as well as Teuvo Salminen M.Sc. (Econ.) as a new Board member were elected to the Board of Directors. The meeting decided according to the proposals of Nomination and Compensation Committee that a yearly remuneration of EUR 80,000 will be paid for the Chairman, EUR 55,000 for the Deputy Chairman and EUR 40,000 for the other Board members. In addition, it was decided that members receive EUR 500 for attendance at Board and Committee meetings. The meeting decided that 30 per cent of the yearly remuneration of the members of the Board will be paid in the Company's class B shares and the rest in money.
Authorised public accountants Johan Kronberg and PricewaterhouseCoopers Ltd were re-elected as auditors according to the proposal of the Audit Committee of Cargotec Corporation's Board of Directors. The auditors' fees were decided to be paid according to invoice.
The Annual General Meeting confirmed that stock options will be issued to the key personnel of Cargotec and its subsidiaries. The maximum total number of stock options issued will be 1,200,000 and the stock options entitle their owners to subscribe for a maximum total of 1,200,000 new class B shares in Cargotec or existing class B shares held by the Company. The share subscription price will be based on the volume weighted average price of the Company's class B share on the NASDAQ OMX Helsinki Ltd. during two full weeks following the Annual General Meeting in 2010, 2011 and 2012. The share subscription period for stock options 2010A, will be 1 April 2013-30 April 2015, for stock options 2010B, 1 April 2014-30 April 2016 and for stock options 2010C, 1 April 2015-30 April 2017. The beginning of the share subscription period requires attainment of targets established for a financial criterion determined by the Board of Directors annually.
The Annual General Meeting authorised the Board of Directors to decide on repurchasing of own shares with non-restricted equity. The shares may be repurchased in order to develop the capital structure of the Company, to finance or carry out possible acquisitions, to implement the Company's share-based incentive plans, to be transferred for other purposes or to be cancelled. Altogether no more than 6,400,000 own shares may be purchased, of which no more than 952,000 are class A shares and 5,448,000 are class B shares. The above-mentioned amounts include the 2,959,487 class B shares repurchased during 2005-2008 in Company's possession on the Annual General Meeting date. The proposed amount corresponds to less than 10 percent of the share capital and the total voting rights in Cargotec. The authorisation shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
The Annual General Meeting authorised the Board to decide on issuance of a maximum of 6,400,000 treasury shares, of which no more than 952,000 are class A shares and 5,448,000 are class B shares, in one or more lots. The share issue can be directed and it is to be used to as compensation in acquisitions and in other arrangements, to finance acquisitions or for personnel incentive purposes. The Board of Directors has also the right to decide on the transfer of the shares in public trading in the NASDAQ OMX Helsinki Ltd. according to its rules and regulations. The Board of Directors was authorised to decide on other conditions of the share issue. The authorisation shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
For further information, please contact:
Outi Aaltonen, Senior Vice President, General Counsel, Secretary of the AGM, tel. +358 204 55 4249
Eeva Sipilä, CFO, tel. +358 204 55 4281
Minna Karhu, Vice President, Corporate Communications, tel. +358 204 55 4630
Cargotec improves the efficiency of cargo flows on land and at sea - wherever cargo is on the move. Cargotec's daughter brands, Hiab, Kalmar and MacGregor are recognised leaders in cargo and load handling solutions around the world. Cargotec's global network is positioned close to customers and offers extensive services that ensure the continuous, reliable and sustainable performance of equipment. Cargotec's sales totalled EUR 2.6 billion in 2009 and it employs more than 9,500 people. Cargotec's class B shares are quoted on the NASDAQ OMX Helsinki. www.cargotec.com