Notice of Cargotec Corporation's Annual General Meeting
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 3 FEBRUARY 2011, 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 Tuesday, 8 March 2011 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 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 Board of Directors' report and the Auditors' report for the accounting period 2010
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 0.60 per each of class A shares and EUR 0.61 per each of class B shares outstanding be paid. The dividend will be paid to shareholder who on the record date for dividend distribution, 11 March 2011, is registered as shareholder in the company's share register. The date proposed by the Board of Directors for the dividend payment date is 18 March 2011.
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 of the Board of Directors proposes that the Board remunerations will be kept unchanged. A yearly remuneration of EUR 80,000 will be paid for the Chairman, EUR 55,000 for the Vice 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 cash.
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, 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. More information on the Board members is available on Cargotec's website at www.cargotec.com.
13. Resolution on Auditor remuneration
The Audit Committee of the Board of Directors 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 (2) auditors be elected.
15. Election of the Auditors
The Audit Committee proposes that authorised public accountants Johan Kronberg and PricewaterhouseCoopers Ltd be re-elected.
16. Authorising the Board of Directors to decide on repurchase of Cargotec's shares
The Board of Directors proposes that the Annual 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 amounts mentioned above include the 2,959,487 class B shares repurchased during 2005-2008 in Cargotec's possession on the date of the notice of the Annual General Meeting. The proposed amount corresponds to less than 10 percent of the share capital and the total voting rights in the company. The shares may be repurchased in order to develop the capital structure of the company, 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 repurchased through a directed purchase as defined in Finnish Companies Act, Chapter 15(6). This authorisation shall remain in effect for a period of 18 months from the resolution by the Annual General Meeting.
17. Authorising the Board of Directors to decide on issuance of shares
The Board of Directors proposes that the Annual General Meeting authorise 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 the company's treasury 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 also has the right to decide on the transfer of the treasury shares in public trading on NASDAQ OMX Helsinki Ltd 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 resolution by the Annual General Meeting.
18. Amending the Articles of Association
The Board of Directors proposes that paragraph 10 be amended as follows:
10 § Notice of shareholders' meeting
Notice of shareholders' meeting must be published on the website of the company, no earlier than three (3) months prior to the record date of the meeting and no later than three (3) weeks prior to the meeting, provided that the date of the publication must be at least nine (9) days before the record date of the meeting.
19. Closing of the meeting
Documents of the Annual General Meeting
The financial statements review 2010, 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 3 February 2011 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. This year, Cargotec will publish its Annual report for the first time only as an online report. The Online Annual report 2010 will be available during week 6 at www.cargotec.com/annualreport. The online Annual report includes the financial statements, the Board of Directors' report and the Auditors' report. The Annual report will be mailed as a print-out during week 7 to those shareholders who have ordered it. Print-outs of the Annual report 2010 can be ordered from www.cargotec.com/order, by email at email@example.com or by mail from Cargotec Corporation, Annual report, P. O. Box 61, FI-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 24 February 2011. 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 temporarily entered into the shareholders' register of the company latest on 3 March 2011 by 10 a.m. (EET). 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.
Shareholders who wish to attend the meeting must notify Cargotec no later than 4 p.m. (EET) on 3 March 2011. 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: +358 204 55 4275; or
- by telephone: +358 204 55 4284, Monday-Friday between 10 a.m. and 4 p.m. (EET).
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 the end of the notification period by 3 March 2011.
More instructions for participants of the meeting are available on Cargotec's website at 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.
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 2011
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 2010 and it employs approximately 10,000 people. Cargotec's class B shares are quoted on NASDAQ OMX Helsinki under symbol CGCBV. www.cargotec.com