Decisions taken at Cargotec Corporation’s Annual General Meeting 2007
2/26/2007 5:00 PM|
Stock Exchange Release, February 26, 2007 at 5:00 p.m. Finnish time
Cargotec Corporation's Annual General Meeting was held today, February 26, 2007 in Helsinki.
The Annual General Meeting approved a dividend of EUR 0.99 for each of the 9,526,089 class A shares and EUR 1.00 for the 53 815 646 outstanding class B shares. The record date for dividend distribution is March 1, 2007, and the dividend payment date is March 8, 2007. The rest of the distributable equity, EUR 841,767,514.72, will be retained and carried forward.
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 January 1–December 31, 2006.
The number of members of the Board of Directors was confirmed at six according to the proposal of Cargotec's Nomination and Compensation Committee. Carl-Gustaf Bergström, Henrik Ehrnrooth, Tapio Hakakari, Ilkka Herlin, Peter Immonen and Karri Kaitue were re-elected as members of the Board of Directors. The Chairman of the Board's monthly remuneration was decided to be EUR 5,000. The Deputy Chairman's monthly remuneration was decided to be EUR 3,500. Other Board members' remuneration was decided to be EUR 2,500. In addition, it was decided that members receive EUR 500 for attendance at Board and Committee meetings.
Authorized public accountants Johan Kronberg and PricewaterhouseCoopers Oy were elected as auditors according to the proposal of Audit Committee of Cargotec Corporation's Board of Directors. The auditors' fees were decided to be paid according to invoice.
The Annual General meeting authorized the Board of Directors of Cargotec to decide to repurchase the Company's own shares with assets distributable as profit. The shares may be repurchased in order to develop the capital structure of the Company, finance or carry out possible acquisitions, implement the Company's share-based incentive plans, or to be transferred for other purposes or to be cancelled. The shares may be purchased through a private offering as defined in Finnish Companies Act, Chapter 15 § 6.
Altogether no more than 6,400,000 own shares may be repurchased, 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 704,725 class B shares already in the Company's possession. The maximum amount corresponds to less than 10 percent of the share capital of the Company and the total voting rights. The repurchase of shares will decrease the non-restricted equity of the Company. This authorization shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
In addition, the Annual General Meeting authorized the Board of Directors to decide on the distribution of any shares repurchased. The Board of Directors is authorized to decide on the distribution of a maximum of 952,000 class A shares and 5,448,000 class B shares. The Board of Directors is authorized to decide to whom and in which order the shares will be distributed. The Board of Directors may decide on the distribution of repurchased shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the Company's own shares. The shares may be used as compensation in acquisitions and in other arrangements as well as to implement the Company's share-based incentive plans in the manner and to the extent decided by the Board of Directors. The Board of Directors has also the right to decide on the distribution of the shares in public trading at the Helsinki Stock Exchange to be used as compensation in possible acquisitions. This authorization shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
Senior Executive Vice President and CFO
SVP, Investor Relations and Communications
For further information, please contact:
Kari Heinistö, Senior Executive Vice President and CFO, tel. +358 204 55 4256
Eeva Mäkelä, SVP, Investor Relations and Communications, tel. +358 204 55 4281
Cargotec is the world's leading provider of cargo handling solutions whose products are used in the different stages of material flow in ships, ports, terminals, distribution centers and local transportation. Cargotec Corporation's brands, Hiab, Kalmar and MacGREGOR, are market leaders in their fields and well-known among customers all over the world. Cargotec's net sales are EUR 2.6 billion. The company employs close to 9,000 people and operates in approximately 160 countries. Cargotec's class B shares are quoted on the Helsinki Stock Exchange.