Invitation to Cargotec Corporation's Annual General Meeting
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 3 FEBRUARY 2010 AT 1:30 PM EET
The shareholders of Cargotec Corporation are hereby summoned to the Annual General Meeting to be held at the Marina Congress Center, address Katajanokanlaituri 6, Helsinki, Finland on Friday, 5 March 2010 at 11 a.m. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 10 a.m.
The meeting shall handle the following matters:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the Auditors' report for the accounting period 2009
Presentation by the President and CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and payment of dividend
The Board of Directors proposes that 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 proposed to be 17 March 2010.
9. Resolution on the discharge from liability to the members of the Board of Directors and the President and CEO
10. Resolution on the remuneration payable to the members of the Board of Directors
The Nomination and Compensation Committee proposes that the Board remunerations be kept unchanged and a yearly remuneration of EUR 80,000 be paid for the Chairman, EUR 55,000 for the Deputy Chairman and EUR 40,000 for the other Board members. In addition, members are proposed to receive EUR 500 for attendance at Board and Committee meetings. According to the proposal, 30 per cent of the yearly remuneration of the members of the Board will be paid in Cargotec's class B shares and the rest in money.
11. Resolution on the number of members of the Board of Directors and possible deputy members
The Nomination and Compensation Committee proposes that the number of Board members be seven (7) and that no deputy members be elected.
12. Election of the members and possible deputy members of the Board
The Nomination and Compensation Committee proposes that current Board members Tapio Hakakari, Ilkka Herlin, Peter Immonen, Karri Kaitue, Antti Lagerroos and Anja Silvennoinen be re-elected to the Board of Directors. The Committee proposes that Teuvo Salminen, M.Sc. (Econ.), be elected as a new member of the Board. More information on the nominee is available on Cargotec's internet site www.cargotec.com.
13. Resolution on Auditor remuneration
The Audit Committee proposes that the fees to the auditors be paid according to their invoice.
14. Resolution on the number of Auditors
The Audit Committee proposes that two auditors be elected.
15. Election of the Auditors
The Audit Committee proposes that authorized public accountants Johan Kronberg and PricewaterhouseCoopers Ltd be re-elected.
16. Issue of stock options
The Board of Directors proposes that stock options be issued by the Annual General Meeting 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 Cargotec.
The share subscription price will be based on the trade volume weighted average quotation of Cargotec's class B share on the NASDAQ OMX Helsinki Ltd. during two full weeks following the Cargotec's 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.
17. Authorising the Board of Directors to decide on acquisition of Cargotec's own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board to decide on acquisition of own shares with non-restricted equity. 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 class B shares purchased during 2005-2008 already in Cargotec's possession. On the date of the invitation there were 2,959,487 such class B shares. The proposed amount corresponds to less than 10 percent of the share capital and the total voting rights in Cargotec.
The shares may be acquired in order to develop the capital structure of Cargotec, finance or carry out possible acquisitions, implement Cargotec's share-based incentive plan, or to be transferred for other purposes or to be cancelled. The shares may be acquired through a directed acquisition as defined in Finnish Companies Act, Chapter 15 § 6. This authorisation shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
18. Authorising the Board of Directors to decide on issuance of shares
The Board of Directors proposes that the Annual General Meeting authorises 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, i.e. not in proportion to the existing pre-emptive right of shareholders to purchase Cargotec's own shares, on condition that the issuance of shares is based on important financial grounds. The authorisation is proposed 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 according to its rules and regulations. The Board of Directors will be authorised to decide on other conditions of the share issue. This authorisation shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
19. Closing of the meeting
Documents of the Annual General Meeting
The financial statements, the proposals by the Board of Directors and the Board Committees and this invitation to the meeting are available to shareholders for review as of 3 February 2010 on Cargotec's internet site 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 2009 including the financial statements, the report of the Board of Directors and the Auditors' Report, will be available on Cargotec's internet site on week 6 and will be mailed on week 7 to shareholders who have ordered it. Should you wish to receive the printed Annual Report 2009 we kindly ask you to send us your mailing address by internet, address: www.cargotec.com/order, by e-mail, address: email@example.com or by mail, address: Cargotec Corporation, Annual Report, P.O. Box 61, 00501, Helsinki, Finland.
Right to participate, notification of participation and proxies
In order to take part in the Annual General Meeting, shareholders must be registered in the shareholders' register on 23 February 2010. A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation.
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 Annual General Meeting, must be entered into the shareholders' register of the company latest on Tuesday 2 March 2010 by 10 a.m.. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company and the issuing of proxy documents from his/her custodian bank.
More instructions for participants of the meeting are available on Cargotec's internet site www.cargotec.com.
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
Shareholders who wish to attend the Meeting must notify Cargotec no later than 4 p.m. on 2 March 2010. Notification can be made via the following ways:
<li> on Cargotec's internet site at www.cargotec.com;
<li> by mail: Cargotec Corporation, Share register, P.O. Box 61, FI-00501 Helsinki, Finland;
<li> by fax: +358 (0)204 55 4275; or
<li> by telephone: +358 (0)204 55 4284.
Shareholders are also requested to provide the Company with any proxies for the Annual General Meeting so that the proxies are in the Company's possession by 2 March 2010.
On the date of this notice the number of shares in Cargotec Corporation is 9,526,089 class A shares and 54,778,791 class B shares. Based on articles of association each class A share entitles its holder to one vote and each full ten class B shares entitle their holder to one vote, but in such a way that each shareholder has a minimum of one vote.
Helsinki, 3 February 2010
Board of Directors
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