Decisions taken at Cargotec Corporation’s Annual General Meeting 2008
29/02/2008
Stock Exchange Release, February 29, 2008 at 11:55 a.m. Finnish time
Cargotec Corporation’s Annual General Meeting was held today, February 29, 2008 in Helsinki.
The Annual General Meeting approved a dividend of EUR 1.04 for each of the 9,526,089 class A shares and EUR 1.05 for the 52,789,559 outstanding class B shares. The record date for dividend distribution is March 5, 2008, and the dividend payment date is March 12, 2008. The rest of the distributable equity, EUR 825,035,795.76, 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, 2007.
The number of members of the Board of Directors was confirmed at six according to the proposal of the Board’s Nomination and Compensation Committee. Henrik Ehrnrooth, Tapio Hakakari, Ilkka Herlin, Peter Immonen, Karri Kaitue and Antti Lagerroos were elected as members of the Board of Directors. The Chairman of the Board’s monthly remuneration was decided to remain at EUR 5,000. The monthly remuneration for the Deputy Chairman was decided to be EUR 3,500 while that for other Board members EUR 2,500, as before. In addition, members will continue to receive EUR 500 for attendance at Board and Committee meetings.
Authorised public accountants Johan Kronberg and PricewaterhouseCoopers Oy were re-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 on acquisition of the Company’s own shares with non-restricted equity. The shares may be acquired 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 acquired through a directed acquisition as defined in Finnish Companies Act, Chapter 15 § 6.
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 1,904,725 class B shares purchased during 2005–2007 already in the Company’s possession. The proposed amount corresponds to less than 10 percent of the share capital of the Company and the total voting rights. The acquisition of own shares will decrease the non-restricted equity of the Company. The authorization is in effect for a period of 18 months from the date of decision of the Annual General Meeting.
In addition, the Annual General Meeting authorised the Board of Directors to decide on transfer of a maximum of 952,000 class A treasury shares and 5,448,000 class B treasury shares. The Board of Directors will be authorised to decide to whom and in which order the treasury shares will be transferred. The Board of Directors may decide on the transfer of treasury shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the Company’s own shares. The treasury 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 transfer of the shares in public trading at the OMX Nordic Exchange, Helsinki to be used as compensation in possible acquisitions. This authorisation is in effect for a period of 18 months from the date of decision of the Annual General Meeting.
The Annual General Meeting resolved to amend the Articles of Association of the Company mainly due to and to align with the new Finnish Companies Act effective as from 2006. Cargotec’s new Articles of Association are available on Cargotec’s web pages at www.cargotec.com.
Sender:
Cargotec Corporation
Eeva Mäkelä
CFO
For further information, please contact:
Kari Heinistö, Deputy CEO, tel. +358 204 55 4256
Eeva Mäkelä, CFO, tel. +358 204 55 4281
Cargotec improves the efficiency of cargo flows by offering handling systems and the related services for the loading and unloading of goods. Cargotec’s brands, Hiab, Kalmar and MacGREGOR, are global market leaders in their fields and their solutions are used on land and at sea – wherever cargo is on the move. Extensive repair and maintenance services close to customers ensure the continuous usability of equipment. Cargotec is the technology leader in its field, its R&D focusing on innovative solutions that take environmental considerations into account. Cargotec’s sales are EUR 3 billion and the company employs over 11,000 people. Cargotec’s class B shares are quoted on the OMX Nordic Exchange Helsinki.
www.cargotec.com
The Annual General Meeting approved a dividend of EUR 1.04 for each of the 9,526,089 class A shares and EUR 1.05 for the 52,789,559 outstanding class B shares. The record date for dividend distribution is March 5, 2008, and the dividend payment date is March 12, 2008. The rest of the distributable equity, EUR 825,035,795.76, 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, 2007.
The number of members of the Board of Directors was confirmed at six according to the proposal of the Board’s Nomination and Compensation Committee. Henrik Ehrnrooth, Tapio Hakakari, Ilkka Herlin, Peter Immonen, Karri Kaitue and Antti Lagerroos were elected as members of the Board of Directors. The Chairman of the Board’s monthly remuneration was decided to remain at EUR 5,000. The monthly remuneration for the Deputy Chairman was decided to be EUR 3,500 while that for other Board members EUR 2,500, as before. In addition, members will continue to receive EUR 500 for attendance at Board and Committee meetings.
Authorised public accountants Johan Kronberg and PricewaterhouseCoopers Oy were re-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 on acquisition of the Company’s own shares with non-restricted equity. The shares may be acquired 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 acquired through a directed acquisition as defined in Finnish Companies Act, Chapter 15 § 6.
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 1,904,725 class B shares purchased during 2005–2007 already in the Company’s possession. The proposed amount corresponds to less than 10 percent of the share capital of the Company and the total voting rights. The acquisition of own shares will decrease the non-restricted equity of the Company. The authorization is in effect for a period of 18 months from the date of decision of the Annual General Meeting.
In addition, the Annual General Meeting authorised the Board of Directors to decide on transfer of a maximum of 952,000 class A treasury shares and 5,448,000 class B treasury shares. The Board of Directors will be authorised to decide to whom and in which order the treasury shares will be transferred. The Board of Directors may decide on the transfer of treasury shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the Company’s own shares. The treasury 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 transfer of the shares in public trading at the OMX Nordic Exchange, Helsinki to be used as compensation in possible acquisitions. This authorisation is in effect for a period of 18 months from the date of decision of the Annual General Meeting.
The Annual General Meeting resolved to amend the Articles of Association of the Company mainly due to and to align with the new Finnish Companies Act effective as from 2006. Cargotec’s new Articles of Association are available on Cargotec’s web pages at www.cargotec.com.
Sender:
Cargotec Corporation
Eeva Mäkelä
CFO
For further information, please contact:
Kari Heinistö, Deputy CEO, tel. +358 204 55 4256
Eeva Mäkelä, CFO, tel. +358 204 55 4281
Cargotec improves the efficiency of cargo flows by offering handling systems and the related services for the loading and unloading of goods. Cargotec’s brands, Hiab, Kalmar and MacGREGOR, are global market leaders in their fields and their solutions are used on land and at sea – wherever cargo is on the move. Extensive repair and maintenance services close to customers ensure the continuous usability of equipment. Cargotec is the technology leader in its field, its R&D focusing on innovative solutions that take environmental considerations into account. Cargotec’s sales are EUR 3 billion and the company employs over 11,000 people. Cargotec’s class B shares are quoted on the OMX Nordic Exchange Helsinki.
www.cargotec.com