CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 3 FEBRUARY 2022 AT 1:35 PM (EET)
Cargotec Corporation: Notice of Annual General Meeting 2022
The Annual General Meeting of Cargotec Corporation will be held at Sanomatalo, Töölönlahdenkatu 2, Helsinki, Finland on Thursday, 17 March 2022 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 (375/2021) 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.
A. Matters on the agenda of the general meeting
The meeting shall consider the following matters:
1. Opening of the meeting
2. 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.
3. 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.
4. Recording the legality of the meeting
5. 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 Euroclear Finland Oy.
6. Presentation of the financial statements, the Board of Directors’ report and the Auditor’s report for the financial period 2021
The company’s annual report, including the financial statements, the Board of Directors’ report and the Auditor’s report for the financial period 2021, will be published on 23 February 2022 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 2021 shall be deemed to have been presented to the general meeting.
7. Adoption of the financial statements
8. 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, 21 March 2022, are registered as shareholders in the company's shareholder register. The Board of Directors proposes the dividend be paid on 28 March 2022.
9. Resolution on the discharge from liability to the members of the Board of Directors and the CEO
10. 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 2022 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.
11. 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 EUR 95,000 will be paid to the Chairman of the Board, EUR 70,000 to the Vice Chairman, EUR 70,000 to the Chairman of the Audit and Risk Management Committee and EUR 55,000 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, the yearly remuneration will be paid quarterly in cash.
12. 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 eight (8).
13. Election of the members of the Board
The Board of Directors proposes, on the recommendation of the Nomination and Compensation Committee, that Ilkka Herlin, Teresa Kemppi-Vasama, Johanna Lamminen, Kaisa Olkkonen, Teuvo Salminen, Heikki Soljama, Jaakko Eskola and Casimir Lindholm who have given their consent for the election, be re-elected to the Board of Directors. Tapio Hakakari has informed that he will not stand for re-election to the Board of Directors.
14. 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.
15. 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.
16. 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.
17. 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, Section 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.
18. Closing of the meeting
B. Documents of the Annual General Meeting
The financial statements release 2021 and the above-mentioned proposals by the Board of Directors, and this notice of the meeting are available to shareholders for review as of 3 February 2022 on Cargotec’s website at www.cargotec.com/agm. Copies of the documents will be sent to shareholders upon request. Cargotec’s annual report 2021 and the remuneration report for governing bodies will be published on 23 February 2022 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 31 March 2022 at the latest.
C. 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.
1. 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 7 March 2022.
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.
2. Registration in the shareholder register (holders of nominee-registered shares)
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 14 March 2022 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 latest on 14 March 2022 by 10 a.m. 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, 7 March 2022, can be viewed at Euroclear Finland Oy, Urho Kekkosen katu 5 C, Helsinki, Finland, as of 14 March 2022.
3. 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 electronic registration service and the general meeting, 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.
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 2022 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.
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.
4. 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 2022. Participation in the meeting requires that shareholders entered into the company’s shareholder register notify the company of their participation no later than 4 p.m. (EET) on 10 March 2022, by which time the notification of participation must be received. Advance voting must also take place no later than 4 p.m. (EET) on 10 March 2022, by which time the votes must be received.
In connection with the registration, shareholders shall notify the information requested such as their name, date of birth/business ID, address, telephone number or e-mail and the name and date of birth of a possible proxy representative. The personal data given to Cargotec Corporation or Innovatics Ltd is used only in connection with 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 between 12 noon (EET) on 1 March 2022 and 4 p.m. (EET) on 10 March 2022 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 2022, 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 2022 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 2022 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).
5. 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. Video stream link and password for following the meeting remotely will be sent by email and text message to the email address and mobile phone number provided by the shareholder in connection with the registration for the meeting.
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.
6. 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. Counterproposals must be delivered to the company by email to ir@cargotec.com no later than at 4 p.m. (EET) on 28 February 2022, 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 2022 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 3 March 2022, 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 8 March 2022 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, 3 February 2022
Cargotec Corporation
Board of Directors
For further information, please contact:
Outi Aaltonen, Senior Vice President, General Counsel, tel. +358 20 777 4020
Cargotec (Nasdaq Helsinki: CGCBV) enables smarter cargo flow for a better everyday with its leading cargo handling solutions and services. Cargotec's business areas Kalmar, Hiab and MacGregor are pioneers in their fields. Through their unique position in ports, at sea and on roads, they optimise global cargo flows and create sustainable customer value. Cargotec has signed the United Nations Global Compact Business Ambition for 1.5°C. The company's sales in 2021 totalled approximately EUR 3.3 billion and it employs around 11,000 people. www.cargotec.com
