CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 6 FEBRUARY 2023 AT 9:10 AM (EET)
Cargotec Corporation: Notice of Annual General Meeting 2023
The Annual General Meeting of Cargotec Corporation will be held at Hotel Clarion, address Tyynenmerenkatu 2, Helsinki, Finland on Thursday, 23 March 2023 at 1 p.m. (EET). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12 noon (EET).
The company’s shareholders can exercise shareholder rights by voting in advance. Instructions for shareholders to vote in advance are provided in section C of this notice.
Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act with respect to the matters to be considered at the meeting in writing before the general meeting. Instructions for submitting written questions are set out in section C of this notice.
It is possible to follow the Annual General Meeting via online video stream. Instructions for following the online video stream are available on the company’s website www.cargotec.fi/agm on 23 February 2023. Shareholders following the online video stream may ask questions or make comments in writing during the meeting. Following the online video stream or submitting written questions or comments does not mean official participation in the Annual General Meeting, and it does not enable the shareholders to exercise their right to speak and ask questions at the general meeting. Questions submitted in writing during the webcast are not questions submitted pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act.
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
3. Election of person 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 2022
Presentation by the CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and payment of dividends
The Board of Directors proposes that a dividend of EUR 1,34 for each of class A shares and a dividend of EUR 1,35 for each of class B shares outstanding be paid. The dividend shall be paid to shareholders who on the record date for dividend distribution, 27 March 2023, are registered as shareholders in the company’s shareholder register. The Board of Directors proposes the dividend be paid on 4 April 2023.
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
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 the yearly remunerations be unchanged. According to the proposal 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, 30 percent of the yearly remuneration will be paid in Cargotec's class B shares and the rest in cash on a quarterly basis and Cargotec will cover the transfer taxes related to the Board remuneration paid in shares. In addition, on the recommendation of the Nomination and Compensation Committee, the Board of Directors proposes that the travel expenses of the members of the Board of Directors be reimbursed in accordance with the company's travel policy.
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 Jaakko Eskola, Ilkka Herlin, Teresa Kemppi-Vasama, Johanna Lamminen and Kaisa Olkkonen, who have given their consent for the election, be re-elected to the Board of Directors. Board Members Teuvo Salminen, Heikki Soljama and Casimir Lindholm have announced that they are no longer available for the election of board members. It is proposed that Raija-Leena Hankonen-Nybom, Tapio Kolunsarka and Ritva Sotamaa be elected as new Board Members in accordance with their consent. Raija-Leena Hankonen-Nybom, Tapio Kolunsarka and Ritva Sotamaa are independent of the company and of the significant shareholders. Information about the current Board Members can be found on Cargotec’s website www.cargotec.com and about the and new candidates on 23 February 2023 the latest.
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. Proposal by the Board of Directors to amend the articles of association
The Board of Directors proposes the articles of association to be amended as follows:
(i) Section 9 to be changed in its entirety as follows:
The company shall have at least one (1) and no more than two (2) auditors. The auditor must be an auditor approved by the Finnish Patent and Registration Office, and the principal auditor must be an authorised public accountant.
The term of office of auditor(s) elected by the Annual General Meeting lasts until the end of the Annual General meeting following their election.
(ii) To be added to Section 12:
The Board of Directors may resolve on organising a general meeting without a meeting venue whereby the shareholders shall exercise their power of decision in full in real time during the meeting by the use of telecommunication connections and technical means (remote meeting).
(iii) To be removed from Section 12:
The Annual General Meeting must be held annually on a date to be decided by the Board of Directors within three months of the end of the financial period.
The proposal by the Board of Directors to amend the articles of association is attached as Annex I to this notice.
18. 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 of Directors 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.
19. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the general meeting authorise the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Limited Liability Companies Act as follows: The amount of shares to be issued based on this authorisation shall not exceed 952,000 class A shares and 5,448,000 class B shares. The authorisation covers both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights, on the condition that the distribution of shares is based on weighty financial grounds. The Board of Directors is authorised to decide on all the conditions of the issuance of shares and of special rights entitling to shares. The authorisation is proposed to remain in effect for a period of 18 months following the date of decision of the Annual General Meeting and it will supersede the previous one.
20. Authorising the Board of Directors to decide on donations
The Board of Directors proposes that the general meeting authorise the Board of Directors to decide on donations to science, research and/or charity up to a maximum of 100 000 EUR. Donations can be made in one or more instalments. The Board of Directors may decide on the recipients and amounts of donations. The authorisation is valid until the end of the next Annual General Meeting.
21. Closing of the meeting
B. Documents of the Annual General Meeting
The financial statements release 2022 and the above-mentioned proposals by the Board of Directors, and this notice of the meeting are available to shareholders for review as of 6 February 2023 on Cargotec’s website at www.cargotec.com/agm. Copies of the documents will be sent to shareholders upon request. Cargotec’s annual report 2022 and the remuneration report for governing bodies will be published on 23 February 2023 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 2023 at the latest.
C. Instructions for the participants in the general meeting
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 13 March 2023. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the company's shareholders' register.
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 holder of nominee-registered shares is entitled to participate in the general meeting on the basis of the shares which would entitle him/her to be entered in the shareholders’ register kept by Euroclear Finland Oy on the record date of the general meeting 13 March 2022. Participation also requires that the shareholder is by virtue of these shares temporarily entered into the shareholders register held by Euroclear Finland Oy latest on 20 March 2023 by 10 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the general meeting.
A holder of nominee-registered shares is advised to request without delay the necessary instructions from the custodian bank regarding temporary registration in the shareholder register, the issuing of proxies and voting instructions and registration for the Annual General Meeting and advance voting. The account manager 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 above mentioned date at latest and, if necessary, arrange advance voting on behalf of the holder of nominee-registered shares before the end of the registration period applicable to holders of nominee-registered shares. More information is also available on the company's website www.cargotec.com/agm.
The temporary shareholder register of Cargotec Corporation, as per the record date of the general meeting, 13 March 2023, can be viewed at Euroclear Finland Oy, Urho Kekkosen katu 5 C, Helsinki, Finland, as of 20 March 2023.
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. A shareholder’s proxy may also vote in advance as described 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-Authorisations 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 23 February 2023 at the latest. Any possible proxy documents can be saved as an attachment when registering online or sent by e-mail to agm@innovatics.fi or by mail to Innovatics Oy, AGM / Cargotec Oyj, Ratamestarinkatu 13 A, 00520 Helsinki. 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 account manager 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 23 February 2023. 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 17 March 2023, by which time the notification of participation must be received. Advance voting must also take place no later than 4 p.m. (EET) on 17 March 2023, 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 Oy 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, if they wish, vote in advance between 12 noon (EET) on 23 February 2023 and 4 p.m. (EET) on 17 March 2023 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.
b) By mail or by email
A shareholder or proxy who registers by mail or e-mail and wishes to vote in advance shall send the available registration and/or 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 Oy, AGM / Cargotec Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi. The registration and advance voting form will be available on the company’s website as of the beginning of the advance voting at 12 noon on 23 February 2023 at the latest.
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 23 February 2023 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).
A shareholder who has voted in advance cannot exercise the right to ask questions under the Limited Liability Companies Act except in writing in advance and has no right to demand a vote unless he/she attends the Annual General Meeting in person or by proxy at the meeting venue.
Advance voting for holders of nominee-registered shares is carried out via the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares he/she represents in accordance with the voting instructions given by the holders of nominee-registered shares during the registration period applicable to holders of nominee-registered shares.
The proposal for a resolution subject to an advance vote shall be deemed to have been submitted unchanged to the general meeting.
5. Following the Annual General Meeting via a video stream
Shareholders who are entitled to attend and have registered for the general meeting may follow the general meeting remotely. The shareholder following the general meeting remotely shall not be considered as attending the general meeting unless he/she has voted in advance.
A shareholder following the general meeting remotely may only ask questions and make comments during the general meeting in writing. Following the online video stream or submitting written questions or comments does not constitute official participation of a shareholder in the general meeting, and questions submitted in writing are not questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act, and these questions and other comments may be combined and edited.
A shareholder who is entitled to attend the Annual General Meeting and who has notified that he/she will follow the meeting remotely, is entitled to attend the meeting at the meeting venue.
Remote access to the Annual General Meeting will be provided through Inderes Oyj’s virtual annual general meeting service, using the Videosync platform, which includes video and audio access to the Annual General Meeting. No software or downloads are required to use the remote access. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction. It is recommended to use one of the following browsers to participate: Chrome, Firefox, Edge, Safari or Opera. It is recommended to log in to the meeting system well in advance of the meeting.
Detailed information about the annual general meeting service and a link to test the compatibility of your computer, smartphone or tablet with the network connection can be found on the company's website at www.cargotec.com/agm on 23 February 2023 at the latest. It is recommended to review the detailed instructions on how to participate before the meeting.
6. Other instructions and information
The language of the Annual General Meeting is Finnish.
Shareholders present at the Annual General Meeting have the right to ask questions with respect to the matters to be considered at the meeting be considered at the meeting pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act.
Shareholders may also submit questions on matters to be considered at the Annual General Meeting in connection with the electronic registration, as referred to in Chapter 5, Section 25 of the Limited Liability Companies Act until 17 March 2023. The company’s management will answer such questions submitted in writing in advance at the general meeting.
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, 5 February 2023
Cargotec Corporation
Board of Directors
Annex 1
Proposal by the Board of Directors to amend the articles of association
The Board of Directors proposes the articles of association to be amended as follows:
| Current Article | Proposal by the Board of Directors |
| 9 § Audit The Company has a minimum of one (1) and a maximum of three (3) auditors, who must be Authorized Public Accountants or a firm of Authorized Public Accountants certified by the Central Chamber of Commerce. The term of office of auditors elected by the Annual General Meeting lasts until the end of the Annual General meeting following their election. | 9 § Audit The company shall have at least one (1) and no more than two (2) auditors. The auditor must be an auditor approved by the Finnish Patent and Registration Office, and the principal auditor must be an authorised public accountant. The term of office of auditor(s) elected by the Annual General Meeting lasts until the end of the Annual General meeting following their election. |
| 12 § Shareholders’ meeting The Annual General Meeting must be held annually within three months from the end of the financial year, on the date specified by the Board of Directors. Items on the Annual General Meeting’s agenda are as follows: Presenting - Financial Statements, including the consolidated financial statements, and the Board of Directors’ Report; - Auditors’ Report; Deciding on - The adoption of the Financial Statements; - The allocation of profit shown by the Balance Sheet; - The discharge of Board members and the Managing Director from liability; - The number of Board members and their remuneration; - The number of auditors and their remuneration; and Electing - Board members; - One or more auditors. If voting is performed at the shareholders’ meeting, the Chairman of the meeting shall determine the voting method. | 12 § Shareholders’ meeting The Board of Directors may resolve on organizing a general meeting without a meeting venue whereby the shareholders shall exercise their power of decision in full in real time during the meeting by the use of telecommunication connections and technical means (remote meeting). Items on the Annual General Meeting’s agenda are as follows: Presenting - Financial Statements, including the consolidated financial statements, and the Board of Directors’ Report; - Auditors’ Report; Deciding on - The adoption of the Financial Statements; - The allocation of profit shown by the Balance Sheet; - The discharge of Board members and the Managing Director from liability; - The number of Board members and their remuneration; - The number of auditors and their remuneration; and Electing - Board members; - One or more auditors. If voting is performed at the shareholders’ meeting, the Chairman of the meeting shall determine the voting method. |
