Notice of Cargotec Corporation's Annual General Meeting 2013
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 12 FEBRUARY 2013 AT 9.00 A.M. (EET)
Notice of Cargotec Corporation's Annual General Meeting 2013
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 Wednesday, 20 March 2013 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:
Opening of the meeting
Calling the meeting to order
Election of persons to scrutinise the minutes and to supervise the counting of votes
Recording the legality of the meeting
Recording the attendance at the meeting and adoption of the list of votes
Presentation of the financial statements, the Board of Directors' report and the Auditors' report for the financial period 2012
Presentation by the President and CEO
Adoption of the financial statements
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 0.71 be paid for each of class A shares and a dividend of EUR 0.72 be paid for each of class B shares outstanding. The dividend will be paid to shareholders who on the record date for dividend distribution, 25 March 2013, are registered as shareholders in the company's shareholder register. The dividend payment date proposed by the Board of Directors is 3 April 2013.
Resolution on the discharge from liability to the members of the Board of Directors and the President and CEO
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 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 500 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.
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.
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, 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. The Committee proposes that Jorma Eloranta, M.Sc. (Tech.), be elected as a new member of the Board. Information on the current Board members and the nominee is available on Cargotec's website at www.cargotec.com.
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.
Resolution on the number of auditors
The Audit and Risk Management Committee proposes that two (2) auditors be elected.
Election of the auditors
The Audit and Risk Management Committee proposes that authorised public accountants PricewaterhouseCoopers Oy and Jouko Malinen be elected.
Authorising the Board of Directors to decide on repurchase of Cargotec's shares
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 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 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, to finance or carry out possible acquisitions and other arrangements, to implement Cargotec's share-based incentive plan, to be transferred for other purposes or to be cancelled. 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.
Closing of the meeting
Documents of the Annual General Meeting
The financial statements review 2012, 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 12 February 2013 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 2012 will be available during week 8 at http://annualreport2012.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 8 March 2013. A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation.
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 15 March 2013 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, 8 March 2013, can be viewed at Euroclear Finland Ltd., Urho Kekkosen katu 5 C, Helsinki, as of 18 March 2013.
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 15 March 2013. A holder of nominee registered shares is advised to follow the instructions of his/her custodian bank regarding proxies. 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 15 March 2013. 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. (EET).
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 54,778,791 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, 11 February 2013
Board of Directors
Cargotec improves the efficiency of cargo flows on land and at sea - wherever cargo is on the move. Cargotec's brands MacGregor, Kalmar and Hiab 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 3.3 billion in 2012 and it employs approximately 10,500 people. Cargotec's class B shares are quoted on NASDAQ OMX Helsinki under symbol CGCBV. www.cargotec.com