Cargotec Oyj : Notice of Cargotec Corporation's Annual General Meeting 2013
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 12 FEBRUARY 2013 AT 9.00 A.M.
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:
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 2012
Presentation by the President and CEO
7.Adoption of the financial statements
8.Resolution on the use of the profit shown on the balance sheet and payment
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.
9.Resolution on the discharge from liability to the members of the Board of
Directors and the President and CEO
10.Resolution on the remuneration payable to the members of the Board of
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.
11.Resolution on the number of members of the Board of Directors and possible
The Nomination and Compensation Committee proposes that the number of Board
members be seven (7) and that no deputy members be elected.
12.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.
13.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.
14.Resolution on the number of auditors
The Audit and Risk Management Committee proposes that two (2) auditors be
15.Election of the auditors
The Audit and Risk Management Committee proposes that authorised public
accountants PricewaterhouseCoopers Oy and Jouko Malinen be elected.
16.Authorising the Board of Directors to decide on repurchase of Cargotec's
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.
17.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
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
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,
*by fax: +358 20777 4036; or
*by telephone: +358 20770 6872, Monday to Friday between 9 a.m. and 4 p.m.
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
Image of Jorma Eloranta
CV of Jorma Eloranta, pdf
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Source: Cargotec Oyj via Thomson Reuters ONE
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