1/16/2006 9:00 AM|
Stock Exchange Release January 16, 2006 at 9.00 a.m.
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 Tuesday, February 28, 2006 at 2:00 p.m. Shareholder registration will begin at 1:00 p.m.
The meeting shall decide on the following matters:
1. Matters pertaining to the Annual General Meeting as stated in Article 13 of Cargotec's Articles of Association:
- presentation of the parent company and consolidated financial statements, as well as the auditors' reports
- approval of the parent company and consolidated financial statements
- measures occasioned by the profit or loss according to the approved consolidated financial statements
- granting of discharge from liability to the members of the Board of Directors and the President and CEO
- the number of members of the Board of Directors and possible deputy members and their remuneration
- the number of auditors and their remuneration
- election of the ordinary and possible deputy members of the Board of Directors and election of the auditors.
The financial statement for the accounting period June 1– December 31, 2005 as well as the Board of Directors' proposal for distribution of dividends will be published on January 31, 2006. The proposal of the Nomination Committee concerning the number of Board Members, their remuneration and the individuals proposed, as well as the proposal of the Audit Committee concerning the number of auditors, their remuneration and the auditors proposed, will be published separately.
2. Proposal by the Board of Directors to authorize the Board of Directors to decide to repurchase Cargotec's own shares with assets distributable as profit as follows:
The shares may be repurchased 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.
Altogether no more than 6,391,000 shares may be repurchased, of which no more than 952,000 are class A shares and 5,439,000 are class B shares, taking into consideration the provisions of the Companies Act regarding the maximum amount of own shares that the Company is allowed to possess. The proposed amount corresponds to less than 10 percent of the share capital of the Company and the total voting rights.
The class A shares shall be purchased in proportion to the existing shareholdings at the price equivalent to the average price of class B shares paid in the Helsinki Stock Exchange at the time of purchase. Any holder who wants to offer his class A shares to the Company must state his intention in writing to the Board of Directors. The Company may deviate from the obligation of purchasing shares in proportion to the shareholding if all the holders of class A shares give their permission.
Class B shares shall be purchased at public trading in the Helsinki Stock Exchange at the market price. The purchase price will be paid to the shareholders according to rules of the Helsinki Stock Exchange and the rules of the Finnish Central Securities Depository Ltd. The shares are not repurchased in proportion to the holdings of the shareholders as they are purchased in public trading.
As the class B shares are to be purchased in public trading, no information on the effect on the shareholding and the division of voting rights is available before the purchase. The repurchase of shares decreases the non-restricted equity of the Company.
This authorization shall replace the authorization granted by the Extraordinary Shareholders' Meeting on July 12, 2005 and shall remain in effect for a period of one year from the date of decision of the Annual General Meeting.
3. Proposal by the Board of Directors to authorize the Board of Directors to decide to distribute any shares repurchased by Cargotec as follows:
The authorization is limited to a maximum of 952,000 class A shares and 5,439,000 class B shares repurchased by the Company. The Board of Directors is authorized to decide to whom and in which order the repurchased shares will be distributed. The Board of Directors may decide on the distribution of repurchased shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the Company's own shares.
The repurchased 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 distribution of the shares in public trading in the Helsinki Stock Exchange to be used as compensation in possible acquisitions.
The shares shall be distributed at least at the market price quoted for class B shares in the Helsinki Stock Exchange at the moment of their transfer.
This authorization shall replace the authorization granted by the Extraordinary Shareholders' Meeting on July 12, 2005 and shall remain in effect for a period of one year from the date of decision of the Annual General Meeting.
Information
Cargotec's financial statements and the proposals by the Board of Directors concerning the authorizations to repurchase and distribute own shares may be inspected by shareholders one week prior to the Annual General Meeting at Cargotec headquarters at Sörnäisten rantatie 23, Helsinki and 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.
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 17, 2006. Shareholders who have placed their shares in trust must temporarily re-register the shares in their own names by February 17, 2006 in order to participate in the Meeting.
Notification of participation
A shareholder who wishes to attend the Meeting must notify the Company no later than 4:00 p.m. on February 23, 2006. Notification can be made:
· on Cargotec's internet pages at www.cargotec.com;
· by mail: Cargotec Corporation, Share register, PO 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 notify the Company of any proxies for the Annual General Meeting so that the proxies are in the Company's possession by February 23, 2006.
Helsinki, January 16, 2006
The Board of Directors
Sender:
Cargotec Corporation
Kari Heinistö
Senior Executive Vice President and CFO
Eeva Mäkelä
SVP, Investor Relations and Communications
Cargotec Corporation is the world's leading provider of cargo handling solutions for ships, ports, terminals and local distribution. Its three business areas, Kalmar, Hiab and MacGREGOR operate in materials hubs. The company has approximately 7,400 employees and operates in over 160 countries. Cargotec's class B shares are listed on the Helsinki Stock Exchange.
www.cargotec.com