Cargotec Corporation: Notice of Annual General Meeting 2020
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 23 APRIL 2020 AT 1:55 PM (EEST)
Cargotec Corporation: Notice of Annual General Meeting 2020
The shareholders of Cargotec Corporation are hereby invited to the Annual General Meeting to be held at the Cargotec Corporation Head Office, address Porkkalankatu 5, Helsinki, Finland on Wednesday, 27 May 2020 at 1 p.m. (EEST). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at noon.
Cargotec Corporation takes the coronavirus situation seriously, and every effort is made to ensure a safe conduct of the Annual General Meeting.
Due to the coronavirus pandemic Cargotec Corporation urges shareholders to avoid attending the Annual General Meeting at the meeting venue. Instead of personal participation, shareholders are recommended to follow the meeting via a video stream, and to vote in advance or, alternatively, to exercise their voting rights by proxy representation (more detailed instructions can be found below under Instructions for the participants in the general meeting). Please notice that following the meeting via video stream does not mean official participation in the Annual General Meeting, and it does not enable the shareholders to exercise their right to speak and vote at the Annual General Meeting.
The meeting shall be kept as short as possible and no refreshments will be served in connection with the meeting. The participation of the members of the Board of Directors and the Cargotec Leadership Team to the General Meeting is limited to the minimum.
Holding a statutory Annual General Meeting ensures the best interests of the company and its shareholders and, among other things, enables a decision on the Board of Director’s proposal on distribution of dividend.
It is possible for shareholders who have registered for the meeting to pose questions to the company in advance on matters to be considered at the meeting until 4:00 p.m. on 22 May 2020 by sending an e-mail to firstname.lastname@example.org. The company may consider the questions received when preparing presentations for the General Meeting and aims at responding to them at the meeting to the extent possible.
Cargotec Corporation may update its instructions for the Annual General Meeting if the situation so requires, based on the recommendations and restrictions set by the Finnish authorities. Up-to-date instructions are available on Cargotec’s website (www.cargotec.com) in the Annual General Meeting 2020 section. The Annual General Meeting can only be held if the number of participants at the meeting is so low that the meeting can be held in compliance with the instructions given by authorities.
The meeting shall consider 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 financial period 2019
Presentation by the CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes that the Annual General Meeting decide on the distribution of dividends by paying the dividend in two instalments, the first instalment being paid directly based on the decision of the Annual General Meeting and the second instalment based on a possible decision of the Board. The first instalment of the dividend distribution is a dividend of EUR 0,59 for each of class A shares and a dividend of EUR 0,60 for each of class B shares outstanding. The dividend shall be paid to shareholders who on the record date of dividend distribution, 29 May 2020, are registered as shareholders in the company's shareholder register. The Board of Directors proposes the dividend be paid on 5 June 2020.
The Board of Directors proposes that the second instalment of the dividend be paid on the basis of a possible decision of the Board of Directors, i.e. that the Annual General Meeting authorise the Board of Directors to decide on the payment of the second instalment. The second instalment may not exceed EUR 0.60 for each class A share and EUR 0.60 for each class B share outstanding. Based on the authorisation, the Board of Directors is allowed to decide on the amount of the second instalment of dividend distribution within the above-mentioned maximum amounts, the record and the payment date of dividend distribution and other measures required by the matter. On the basis of the authorisation, the second instalment of the dividend distribution that may be paid will be paid to shareholders who are registered in the company's shareholder register on the record date of the dividend payment. The company announces the Board's possible decision on dividend distribution and the record and payment dates of the second instalment of dividend distribution. It is proposed that the authorisation be valid until the beginning of the next Annual General Meeting.
If the Board of Directors makes full use of the authorisation for the second instalment of the proposed dividend distribution, a total dividend of EUR 1.19 will be paid for each class A share and EUR 1.20 for each class B share outstanding.
9. Resolution on the discharge from liability to the members of the Board of Directors and the CEO
10. Presentation of the Remuneration Policy for Governing Bodies
11. Resolution on the remuneration payable to the members of the Board of Directors
The Board of Directors proposes, on the recommendation of the Nomination and Compensation Committee, that the yearly remunerations be unchanged. According to the proposal EUR 85,000 will be paid to the Chairman of the Board, EUR 60,000 to the Vice Chairman, EUR 60,000 to the Chairman of the Audit and Risk Management Committee and EUR 45,000 to the other Board members. In addition, members are proposed to be paid EUR 1,000 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 and Cargotec will cover the transfer taxes related to the Board remuneration paid in shares.
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes, on the recommendation of the Nomination and Compensation Committee, that the number of Board members be eight (8).
13. Election of the members of the Board
The Board of Directors proposes, on the recommendation of the Nomination and Compensation Committee, that, for a term of office expiring at the end of the first Annual General Meeting following their election, Tapio Hakakari, Ilkka Herlin, Peter Immonen, Teresa Kemppi-Vasama, Johanna Lamminen, Kaisa Olkkonen, Teuvo Salminen and Heikki Soljama, who have given their consent for the election, be re-elected to the Board of Directors. Board Member Jorma Eloranta informed that he will not stand for re-election to the Board of Directors. Information on the current Board members and their independency is available on Cargotec's website at www.cargotec.com.
14. Resolution on auditors’ remuneration
The Board of Directors proposes, on the recommendation of the Audit and Risk Management Committee, that the fees to the auditors be paid according to their invoice reviewed by the company.
15. Resolution on the number of auditors
The Board of Directors proposes, on the recommendation of the Audit and Risk Management Committee, that one (1) auditor be elected.
16. Election of the auditors
The Board of Directors proposes, on the recommendation of the Audit and Risk Management Committee, that accounting firm PricewaterhouseCoopers Oy be elected as the company’s auditor.
17. Authorising the Board of Directors to decide on repurchase and/or on the acceptance as pledge of Cargotec's shares
The Board of Directors proposes that the general meeting authorise the Board to decide on the repurchase and/or on the acceptance as pledge of Cargotec's shares as follows:
Altogether no more than 6,400,000 shares in the company may be purchased and/or accepted as pledge, of which no more than 952,000 are class A shares and 5,448,000 are class B shares. The shares may only be purchased with non-restricted equity.
The purchase price of class A and B shares shall be based on the market price of Cargotec’s class B share in public trading on Nasdaq Helsinki Ltd on the date of purchase: the minimum consideration shall be the lowest market price of the class B share of the company quoted in public trading during the authorisation period and the maximum consideration the highest market price quoted during the authorisation period. The shares may be repurchased and/or accepted as pledge 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 and it will supersede the previous one.
18. Closing of the meeting
Documents of the Annual General Meeting
The above mentioned proposals by the Board of Directors, the Remuneration Policy and this notice of the meeting are available to shareholders for review as of 23 April 2020 on Cargotec's website at www.cargotec.com/agm. The financial statements review 2019 has been published on 6 February 2020 on Cargotec’s website. Copies of the documents will be sent to shareholders upon request, and they will also be available at the meeting. Cargotec’s Annual report 2019 has been published on 18 February 2020 on Cargotec’s website. 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 the record date of the general meeting 14 May 2020.
Registration in the shareholder register
A shareholder, whose shares are registered on his/her personal Finnish 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 22 May 2020 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 general meeting, 14 May 2020, can be viewed at Euroclear Finland Ltd, Urho Kekkosen katu 5 C, Helsinki, Finland, as of 22 May 2020.
Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation.
Due to the coronavirus pandemic Cargotec Corporation recommends that shareholders vote in advance or authorise attorney-at-law Teresa Kauppila from Castrén & Snellman Attorneys Ltd or her designee to represent them at the Annual General Meeting. A template power of attorney for this purpose and more detailed instructions may be found on Cargotec's website at www.cargotec.com/agm on 30 April 2020.
A shareholder may participate in the Annual General Meeting and exercise his/her rights also by way of another proxy. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his or her right to represent the shareholder at the General Meeting. Shareholders are requested to provide Cargotec with any proxies for the general meeting so that the proxies are in Cargotec’s possession by the end of the registration period on 22 May 2020. 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.
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 is to be delivered to Cargotec.
The proxy documents are to be by email to email@example.com.
Notification of participation
Registration to the Annual General Meeting commences on 30 April 2020 at 9 am. A shareholder, who is registered in the shareholders’ register of the company and who wish to participate in the general meeting, shall register for the meeting no later than 4 p.m. (EET) on 22 May 2020 by giving a prior notice of participation. Such notice can be given:
- on Cargotec's website at www.cargotec.com/agm; or
- by telephone: +358 20 770 6872, Monday to Friday between 9 a.m. and 4 p.m. (EET).
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business ID, address, telephone number or e-mail and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Cargotec Corporation is used only in connection with the general meeting and with the processing of related registrations.
Each shareholder wishing to exercise their voting rights in advance or by proxy representation must register for the meeting as described above, even if they do not attend the meeting at the meeting venue. Due to the coronavirus pandemic, all shareholders are urged to avoid attending the General Meeting at the meeting venue.
Registrations submitted to the cancelled Annual General Meeting, convened to be held on 17 March 2020, will not be valid for this Annual General Meeting, therefore, previously registered shareholders must also re-register.
A shareholder, who has a Finnish book-entry account, may vote in advance on certain items of the agenda of the general meeting through Cargotec’s website during the time period 30 April 2020 – 22 May 2020 at 4:00 p.m. (EET). Unless a shareholder voting in advance will be present in the Meeting in person or by way of proxy representation, he/she may not be able to use his/her right according to the Limited Liability Companies Act to request information or a vote and if decision proposals have changed after the beginning of the advance voting period, his/her possibility to vote on an such item may be restricted.
The conditions and instructions relating to the electronic advance voting can be found on the Cargotec’s website www.cargotec.com/agm on 30 April 2020.
Following the Annual General Meeting via a video stream
Shareholders who on the record date of the general meeting, 14 May 2020, are registered as shareholders in the company's shareholder register may follow the meeting via a video stream. More detailed instructions on following the meeting via the video stream are available on Cargotec’s website www.cargotec.com/agm on 30 April 2020.
Please notice that following the meeting via video stream does not mean official participation in the Annual General Meeting, and it does not enable the shareholders to exercise their right to speak and vote at the Annual General Meeting.
Pursuant to Chapter 5 (25) of the Limited Liability Companies Act, a shareholder or a proxy representative 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 55,182,079 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, 23 April 2020
Board of Directors
Cargotec (Nasdaq Helsinki: CGCBV) enables smarter cargo flow for a better everyday with its leading cargo handling solutions and services. Cargotec's business areas Kalmar, Hiab and MacGregor are pioneers in their fields. Through their unique position in ports, at sea and on roads, they optimise global cargo flows and create sustainable customer value. Cargotec's sales in 2019 totalled approximately EUR 3.7 billion and it employs around 12,500 people. www.cargotec.com