Stock Exchange Release, January 17, 2008 at 9:30 a.m. Finnish time
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 Friday, February 29, 2008 at 10:00 a.m. Shareholder registration will begin at 9:00 a.m.
The meeting shall handle the following matters pertaining to the Annual General Meeting and other matters:
1. Financial statements and consolidated financial statements for the accounting period January 1 – December 31, 2007
2. Auditor’s report
3. Approval of the financial statements and consolidated financial statements
4. Distribution of profit
The Board of Directors’ proposal for distribution of dividends will be published on January 31, 2008.
5. Granting of discharge from liability to the chairman and members of the Board of Directors and the President and CEO
6. The number of members of the Board of Directors and possible deputy members
The Nomination and Compensation Committee of the Board of Directors proposes that the number of Board members be six and that no deputy members be elected.
7. Remuneration payable to the members of the Board of Directors
The Nomination and Compensation Committee proposes that the Board remuneration would not be amended and thus a monthly remuneration of EUR 5,000 be paid for the Chairman, EUR 3,500 for the Deputy Chairman, and EUR 2,500 for the other Board members. In addition, members are proposed to receive EUR 500 for attendance at Board and Committee meetings.
8. Election of the members and possible deputy members of the Board
The Nomination and Compensation Committee proposes that current Board members Henrik Ehrnrooth, Tapio Hakakari, Ilkka Herlin, Peter Immonen and Karri Kaitue be re-elected to the Board of Directors and that Mr. Antti Lagerroos, LL.Lic. be elected as a new member. More information on the new member is available on Cargotec’s internet site www.cargotec.com.
9. The number of Auditors
The Audit Committee proposes that two auditors be elected.
10. Auditor remuneration
The Audit Committee proposes that the fees to the auditors be paid according to invoice.
11. Election of the Auditors
The Audit Committee proposes that authorized public accountants Johan Kronberg and PricewaterhouseCoopers Ltd be re-elected.
12. Proposal by the Board of Directors to authorize the Board of Directors to decide on acquisition of Cargotec’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board to decide on acquisition of 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 20052007 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.
This authorization shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
13. Proposal by the Board of Directors to authorize the Board of Directors to decide on transfer of treasury shares (i.e. own shares acquired by Cargotec)
The Board of Directors proposes that the Annual General Meeting authorizes the Board 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 authorized 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 authorization shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
14. Proposal by the Board of Directors to amend the Articles of Association of Cargotec Corporation
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association mainly due to and to align with the new Finnish Companies Act effective as from 2006 as follows:
• Remove the provisions on minimum and maximum share capital as well as number of shares (current 3 § and 4 §)
• Specify and amend the provisions of share issue to align with the terminology of the new Companies Act (new 3 §)
• Amend the definition of the difference in dividend paid to the two share classes (new 3 §)
• Remove the provisions on record date (new 4 §)
• Amend the provisions on the right to represent the Company to correspond to the terminology of the new Companies Act (new 7 §)
• Amend the provisions on the Notice of a Shareholders’ Meeting by defining the time of the notice in months and days (new 10 §)
• Amend the list of agenda items of the Annual General Meeting to correspond to the new Companies Act and add a provision on the Chairman’s right to resolve the method of voting in Shareholders’ Meetings (new 12 §)
Information
Cargotec’s financial statements and the proposals by the Board of Directors are available to shareholders for review as of January 31, 2008 on the Company’s internet site at www.cargotec.com. Copies of the documents will be sent to shareholders upon request, and they will also be available at the Meeting. The Annual Report 2007 will be available on the Company’s internet site on week 6 and will be mailed to shareholders on week 7.
Right to participate
In order to take part in the Annual General Meeting, shareholders must be registered in the shareholders’ register maintained by the Finnish Central Securities Depository by February 19, 2008 and give a notice to Cargotec to attend the meeting not later than on February 25, 2008. Shareholders who have placed their shares in trust need to contact their bank, broker or other custodian to temporarily re-register the shares in their own name by February 19, 2008 in order to participate in the Meeting.
Notification of participation
Shareholders who wish to attend the Meeting must notify Cargotec no later than 4:00 p.m. on February 25, 2008. Notification can be made via the following ways:
• on Cargotec’s internet site at www.cargotec.com;
• by mail: Cargotec Corporation, Share register, P.O. Box 61, 00501 Helsinki, Finland;
• by fax: +358 (0)204 55 4275; or
• by telephone: +358 (0)204 55 4284.
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 February 25, 2008.
Helsinki, January 16, 2008
Board of Directors
Sender:
Cargotec Corporation
Kari Heinistö
Senior Executive Vice President and CFO
Eeva Mäkelä
SVP, Investor Relations and Communications
The CV and photo of Antti Lagerroos are available on the Cargotec's internet site at www.cargotec.com
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 sales are EUR 2.8 billion. The company employs over 11,000 people and operates in close to 160 countries. Cargotec’s class B shares are quoted on the OMX Nordic Exchange, Helsinki.
www.cargotec.com
The meeting shall handle the following matters pertaining to the Annual General Meeting and other matters:
1. Financial statements and consolidated financial statements for the accounting period January 1 – December 31, 2007
2. Auditor’s report
3. Approval of the financial statements and consolidated financial statements
4. Distribution of profit
The Board of Directors’ proposal for distribution of dividends will be published on January 31, 2008.
5. Granting of discharge from liability to the chairman and members of the Board of Directors and the President and CEO
6. The number of members of the Board of Directors and possible deputy members
The Nomination and Compensation Committee of the Board of Directors proposes that the number of Board members be six and that no deputy members be elected.
7. Remuneration payable to the members of the Board of Directors
The Nomination and Compensation Committee proposes that the Board remuneration would not be amended and thus a monthly remuneration of EUR 5,000 be paid for the Chairman, EUR 3,500 for the Deputy Chairman, and EUR 2,500 for the other Board members. In addition, members are proposed to receive EUR 500 for attendance at Board and Committee meetings.
8. Election of the members and possible deputy members of the Board
The Nomination and Compensation Committee proposes that current Board members Henrik Ehrnrooth, Tapio Hakakari, Ilkka Herlin, Peter Immonen and Karri Kaitue be re-elected to the Board of Directors and that Mr. Antti Lagerroos, LL.Lic. be elected as a new member. More information on the new member is available on Cargotec’s internet site www.cargotec.com.
9. The number of Auditors
The Audit Committee proposes that two auditors be elected.
10. Auditor remuneration
The Audit Committee proposes that the fees to the auditors be paid according to invoice.
11. Election of the Auditors
The Audit Committee proposes that authorized public accountants Johan Kronberg and PricewaterhouseCoopers Ltd be re-elected.
12. Proposal by the Board of Directors to authorize the Board of Directors to decide on acquisition of Cargotec’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board to decide on acquisition of 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 20052007 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.
This authorization shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
13. Proposal by the Board of Directors to authorize the Board of Directors to decide on transfer of treasury shares (i.e. own shares acquired by Cargotec)
The Board of Directors proposes that the Annual General Meeting authorizes the Board 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 authorized 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 authorization shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
14. Proposal by the Board of Directors to amend the Articles of Association of Cargotec Corporation
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association mainly due to and to align with the new Finnish Companies Act effective as from 2006 as follows:
• Remove the provisions on minimum and maximum share capital as well as number of shares (current 3 § and 4 §)
• Specify and amend the provisions of share issue to align with the terminology of the new Companies Act (new 3 §)
• Amend the definition of the difference in dividend paid to the two share classes (new 3 §)
• Remove the provisions on record date (new 4 §)
• Amend the provisions on the right to represent the Company to correspond to the terminology of the new Companies Act (new 7 §)
• Amend the provisions on the Notice of a Shareholders’ Meeting by defining the time of the notice in months and days (new 10 §)
• Amend the list of agenda items of the Annual General Meeting to correspond to the new Companies Act and add a provision on the Chairman’s right to resolve the method of voting in Shareholders’ Meetings (new 12 §)
Information
Cargotec’s financial statements and the proposals by the Board of Directors are available to shareholders for review as of January 31, 2008 on the Company’s internet site at www.cargotec.com. Copies of the documents will be sent to shareholders upon request, and they will also be available at the Meeting. The Annual Report 2007 will be available on the Company’s internet site on week 6 and will be mailed to shareholders on week 7.
Right to participate
In order to take part in the Annual General Meeting, shareholders must be registered in the shareholders’ register maintained by the Finnish Central Securities Depository by February 19, 2008 and give a notice to Cargotec to attend the meeting not later than on February 25, 2008. Shareholders who have placed their shares in trust need to contact their bank, broker or other custodian to temporarily re-register the shares in their own name by February 19, 2008 in order to participate in the Meeting.
Notification of participation
Shareholders who wish to attend the Meeting must notify Cargotec no later than 4:00 p.m. on February 25, 2008. Notification can be made via the following ways:
• on Cargotec’s internet site at www.cargotec.com;
• by mail: Cargotec Corporation, Share register, P.O. Box 61, 00501 Helsinki, Finland;
• by fax: +358 (0)204 55 4275; or
• by telephone: +358 (0)204 55 4284.
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 February 25, 2008.
Helsinki, January 16, 2008
Board of Directors
Sender:
Cargotec Corporation
Kari Heinistö
Senior Executive Vice President and CFO
Eeva Mäkelä
SVP, Investor Relations and Communications
The CV and photo of Antti Lagerroos are available on the Cargotec's internet site at www.cargotec.com
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 sales are EUR 2.8 billion. The company employs over 11,000 people and operates in close to 160 countries. Cargotec’s class B shares are quoted on the OMX Nordic Exchange, Helsinki.
www.cargotec.com