CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 4 FEBRUARY AT 1.35 P.M. (EET)
Cargotec Corporation: Notice of Annual General Meeting 2021
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 Tuesday, 23 March 2021 at 1 p.m. (EET). It will not be possible to participate in the meeting at the meeting venue, but participation will take place in advance in the manner described in this notice.
In order to prevent the spread of the COVID-19 pandemic, the board of directors of the company has resolved on exceptional meeting procedures based on the Act (667/2020) on temporary derogation from, e.g. the Limited Liability Companies Act, to prevent the spread of the COVID-19 pandemic. The board has resolved to take the measures allowed by said legislation so that the general meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, Cargotec’s employees and other stakeholders.
The company’s shareholders and their proxy representatives may participate in the general meeting and exercise shareholder rights only by voting in advance and by making counterproposals and asking questions in advance in accordance with this notice. Instructions for shareholders are provided in section C. Instructions for the participants in the general meeting.
It will not be possible to participate in the meeting in person at the meeting venue. It is possible for shareholders who have registered for the meeting to follow the meeting and the CEO’s presentation that will take place after the meeting, via an online video stream. After the CEO’s presentation, shareholders who are following the video stream may ask additional questions from the company’s management. Shareholders are, however, requested to take into consideration that following the meeting via the 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 under the Limited Liability Companies Act at the Annual General Meeting. Correspondingly, shareholders are requested to take into consideration that additional questions to be asked after the CEO’s presentation are not questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act. Questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act shall be asked in advance in the manner described below.
- Matters on the agenda of the general meeting
The meeting shall consider the following matters:
- Opening of the meeting
- Calling the meeting to order
Attorney Pauliina Tenhunen will serve as chairperson of the meeting.
In the event Pauliina Tenhunen is prevented from serving as the chairperson for a weighty reason, the board of directors will appoint the person they deem the most suitable to serve as the chairperson.
- Election of person to scrutinise the minutes and to supervise the counting of votes
The company’s General Counsel Outi Aaltonen will scrutinise the minutes and supervise the counting of the votes.
In the event Outi Aaltonen is prevented from scrutinising the minutes and supervising the counting of votes for a weighty reason, the board of directors will appoint the person they deem the most suitable to scrutinise the minutes and supervise the counting of votes.
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the general meeting in accordance with Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Innovatics Ltd.
- Presentation of the financial statements, the Board of Directors’ report and the Auditor’s report for the financial period 2020
The company’s annual report, including the financial statements, the Board of Directors’ report and the Auditor’s report for the financial period 2020, will be published on 23 February 2021 at the latest and will be available on the company’s website as of the date of publication.
As participation in the general meeting is possible only by voting in advance, the financial statements, the Board of Directors’ report and the Auditor’s report for the financial period 2020 shall be deemed to have been presented to the general meeting.
- Adoption of the financial statements
- Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that a dividend of EUR 1.07 for each of class A shares and a dividend of EUR 1.08 for each of class B shares outstanding be paid. The dividend shall be paid to shareholders who on the record date of dividend distribution, 25 March 2021, are registered as shareholders in the company's shareholder register. The Board of Directors proposes the dividend be paid on 1 April 2021.
- Resolution on the discharge from liability to the members of the Board of Directors and the CEO
- Presentation of the remuneration report for governing bodies
As participation in the general meeting is possible only by voting in advance, the remuneration report for the company’s governing bodies, which will be published on 23 February 2021 at the latest and will be available on the company’s website as of the date of publication, shall be deemed to have been presented to the general meeting for an advisory approval.
- 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.
- 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 nine (9).
- Election of the members of the Board
The Board of Directors proposes, on the recommendation of the Nomination and Compensation Committee, that Tapio Hakakari, Ilkka Herlin, 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 Peter Immonen informed that he will not stand for re-election to the Board of Directors. Jaakko Eskola and Casimir Lindholm are proposed to be elected as new members of the Board of Directors. Jaakko Eskola and Casimir Lindholm have given their consent for the election. Both of them are independent of the company and its significant shareholders. Information on the current Board members and the proposed new members is available on Cargotec’s website at www.cargotec.com.
- 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.
- 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.
- Election of the auditors
The Board of Directors proposes, on the recommendation of the Audit and Risk Management Committee, that accounting firm Ernst & Young Oy be elected as the company’s auditor.
- 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 Liability 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.
- Closing of the meeting
- Documents of the Annual General Meeting
The financial statements release 2020 and the above-mentioned proposals by the Board of Directors, and this notice of the meeting are available to shareholders for review as of 4 February 2021 on Cargotec’s website at www.cargotec.com/agm. Copies of the documents will be sent to shareholders upon request. Cargotec’s annual report 2020 and the remuneration report for governing bodies will be published in the course of week 8 on Cargotec’s website at www.cargotec.com. The annual report includes the financial statements, the Board of Directors’ report and the Auditor’s report. The minutes of the general meeting will be available on the company’s website at www.cargotec.com/agm on 6 April 2021 at the latest.
- Instructions for the participants in the general meeting
In order to prevent the spread of the COVID-19 pandemic, the general meeting will be organised so that the shareholders and their proxy representatives can participate in the meeting and exercise shareholder rights only by voting in advance and making counterproposals and asking questions in advance in accordance with the instructions set out below.
- Right to participate
In order to take part in the general meeting, shareholders must be registered in the company’s shareholders’ register on the record date of the general meeting 11 March 2021.
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.
- Registration in the shareholder register
A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder 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 18 March 2021 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.
The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wants to participate in the general meeting into the temporary shareholder register of the company by the time stated above. The account management organisation of the custodian bank shall also arrange advance voting on behalf of the holder of nominee-registered shares during the registration period applicable to holders of nominee-registered shares.
The temporary shareholder register of Cargotec Corporation, as per the record date of the general meeting, 11 March 2021, can be viewed at Euroclear Finland Oy, Urho Kekkosen katu 5 C, Helsinki, Finland, as of 18 March 2021.
- 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. Shareholders’ proxy representatives must also vote in advance as set out in this notice.
The proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder that they represent. The proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorizations service which is in use in the online registration service.
For shareholders who do not vote in advance personally, the company offers the opportunity to exercise shareholders’ rights by authorising a designated proxy representative, Master of Laws Oskari Jokinen from Castrén & Snellman Attorneys Ltd or a person appointed by him, to represent the shareholder at the general meeting and use the shareholder’s right to vote in accordance with the shareholder’s voting instructions. Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible postal fees for proxy documents. Further information about the designated proxy representative is available at https://www.castren.fi/people/oskari-jokinen/.
Shareholders may participate in the general meeting and exercise their rights in the meeting also by way of another proxy representative. 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. 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 notified in connection with the registration for the general meeting.
Proxy and voting instruction templates are available on the company’s website at www.cargotec.com/agm as of the beginning of the advance voting on 1 March 2021 at the latest. Any possible proxy documents are to be delivered primarily by email to ir@cargotec.com or by mail to the address Cargotec Corporation, AGM, P.O. Box 61, FI-00501 Helsinki, Finland. The proxy documents must be received before the end of the notification of participation period.
Submitting a proxy to the company before the end of the notification of participation period constitutes due registration for the general meeting, provided that the required information listed in this notice is given. Submitting a proxy and voting instructions, that have been granted to the proxy representative designated by the company, before the end of the notification of participation period constitutes both due registration for the general meeting as well as voting in advance, provided that the required information listed in this notice is given.
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 the company.
- Notification of participation and voting in advance
Notification of participation may be submitted, and advance voting will begin at 12 noon (EET) on 1 March 2021. Participation in the meeting requires that shareholders entered into the company’s shareholder register notify the company of their participation and vote in advance no later than 4 p.m. (EET) on 16 March 2021, by which time the notification of participation and advance votes must be received.
In connection with the registration, shareholders shall notify the information requested such as their name, personal identification number/business ID, address, telephone number or e-mail and the name and personal identification number of a possible proxy representative. The personal data given to Cargotec Corporation or Innovatics Ltd is used only in connection with the general meeting, the discussion event following the general meeting and with the processing of registrations related thereto.
Shareholders, who have a Finnish book-entry account, can submit the notice of participation and vote in advance on certain matters on the agenda between 12 noon (EET) on 1 March 2021 and 4 p.m. (EET) on 16 March 2021 in the following ways:
a) On Cargotec’s website at www.cargotec.com/agm
Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate. The terms and conditions and other instructions for advance voting will be available on the company’s website at www.cargotec.com/agm as of the beginning of the advance voting at 12 noon on 1 March 2021, at the latest.
b) By mail or by email
Shareholders or their proxy representatives who vote in advance by mail or email shall send the advance voting form available on the company’s website at www.cargotec.com/agm or corresponding information to Innovatics Ltd either by mail to the address Innovatics Ltd, AGM / Cargotec Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi. The advance voting form will be available on the company’s website as of the beginning of the advance voting at 12 noon on 1 March 2021 at the latest.
The submission of the advance votes before the end of the notification of participation and advance voting period also constitutes due registration for the general meeting, provided that the required information listed above is given.
The voting instructions will be available on the company’s website at www.cargotec.com/agm as of the beginning of the advance voting at 12 noon on 1 March 2021 at the latest. Additional information is also available by telephone at +358(0)10 2818 909 on business days from 9 a.m. until 12 noon and from 1 p.m. until 4 p.m. (EET).
- Following the Annual General Meeting via a video stream
Shareholders who have registered for the Annual General Meeting can follow the meeting and the CEO’s presentation, that will take place after the meeting, via an online video stream. After the CEO’s presentation, shareholders who are following the video stream may ask additional questions from the company’s management. Shareholders who have registered for the meeting will receive a link to the video stream and detailed instructions for following the video stream by email or text message.
Shareholders are requested to take into consideration that following the meeting via the 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. Correspondingly, shareholders are requested to take into consideration that additional questions to be asked after the CEO’s presentation are not questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act. Questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act shall be asked in advance in the manner described below.
- Other instructions and information
Shareholders who hold at least one one-hundredth of all the shares in the company have the right to make counterproposals concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals must be delivered to the company by email to ir@cargotec.com no later than at 4 p.m. (EET) on 26 February 2021, by which time the counterproposals must be received. In connection with making the counterproposal, the shareholders must present an adequate statement of their shareholding in the company. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the company on the record date of the Annual General Meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting. The company will publish the possible counterproposals eligible for voting on the company’s website at www.cargotec.com/agm at 12 noon (EET) on 1 March 2021 at the latest.
Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act. Such questions can be made either in the online registration service or they can be sent by email to the address ir@cargotec.com or by mail to the address Cargotec Corporation, AGM, P.O. Box 61, FI-00501 Helsinki, Finland no later than at 4 p.m. (EET) on 10 March 2021, by which time the questions must be received. The company will publish the shareholders’ questions along with the management’s responses as well as any counterproposals not eligible for voting on the company’s website www.cargotec.com/agm on 12 March 2021 at the latest. Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the company.
On the date of this notice, the total number of Cargotec Corporation’s class A shares is 9,526,089 and the total number of class B shares is 55,182,079. 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 entitles its holder to one vote; however, each shareholder has a minimum of one vote. On the date of this notice, the company holds a total of 224,840 of its own class B shares. The shares held by the company do not carry a right to participate in the general meeting.
Helsinki, 4 February 2021
Cargotec Corporation
Board of Directors