Stock Exchange Release, February 2, 2009 at 3:45 p.m. Finnish time
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 Thursday, March 5, 2009 at 2 p.m. Shareholder registration will begin at 1 p.m.
The meeting shall handle the following matters pertaining to the Annual General Meeting and other 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 report of the Board of Directors and the Auditors’ report for the accounting period 2008
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 of dividend
The Board of Directors propose that a dividend of EUR 0.59 per each of class A shares and EUR 0.60 per each of class B shares outstanding be paid. The dividend will be paid to shareholder who on the record date for dividend distribution, March 10, 2009, is registered as shareholder in the Company’s share register. The dividend payment date is proposed to be March 17, 2009.
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 Directors
The Nomination and Compensation Committee proposes that a yearly remuneration of EUR 80,000 be paid for the Chairman, EUR 55,000 for the Deputy Chairman and EUR 40,000 for the other Board members. In addition, members are proposed to receive EUR 500 for attendance at Board and Committee meetings. According to the proposal, 30 per cent of the yearly remuneration of the members of the Board will be paid in Cargotec Corporation’s class B shares and the rest in money.
11. Resolution on the number of members of the Board of Directors and possible deputy members
The Nomination and Compensation Committee proposes that the number of Board members be six (6) 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, Karri Kaitue and Antti Lagerroos be re-elected to the Board of Directors. The Deputy Chairman of the Board, Henrik Ehrnrooth informed the Committee that he will not stand for re-election to the Board of Directors. The Committee proposes that Anja Silvennoinen, Senior Vice President, Energy Business Area, UPM-Kymmene Oyj, be elected as a new member of the Board. More information on the nominee is available on Cargotec’s internet site www.cargotec.com.
13. Resolution on Auditor remuneration
The Audit Committee proposes that the fees to the auditors be paid according to invoice.
14. Resolution on the number of Auditors
The Audit Committee proposes that two auditors be elected for a term ending at the end of the next Annual General Meeting.
15. Election of the Auditors
The Audit Committee proposes that authorized public accountants Johan Kronberg and PricewaterhouseCoopers Ltd be re-elected.
16. Authorising the Board of Directors to decide on acquisition of Cargotec’s own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board to decide on acquisition of own shares with non-restricted equity. The shares may be acquired 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. The shares may be acquired through a directed acquisition as defined in Finnish Companies Act, Chapter 15 § 6.
Altogether no more than 6,400,000 own shares may be purchased, of which no more than 952,000 are class A shares and 5,448,000 are class B shares. The above-mentioned amounts include the class B shares purchased during 20052008 already in the Company’s possession. On the date of the invitation there were 2,990,725 such class B shares. The proposed amount corresponds to less than 10 percent of the share capital of the Company and the total voting rights.
This authorisation shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
17. Authorising the Board of Directors to decide on issuance of shares
The Board of Directors proposes that the Annual General Meeting authorises the Board to decide on issuance of a maximum of 6,400,000 treasury shares, of which no more than 952,000 are class A shares and 5,448,000 are class B shares, in one or more lots. The share issue can be directed, i.e. not in proportion to the existing pre-emptive right of shareholders to purchase the Company’s own shares, on condition that the issuance of shares is based on important financial grounds. The authorisation is proposed to be used to as compensation in acquisitions and in other arrangements, to finance acquisitions or for personnel incentive purposes. The Board of Directors has also the right to decide on the transfer of the shares in public trading in the NASDAQ OMX Helsinki according to its rules and regulations. The Board of Directors will be authorised to decide on other conditions of the share issue.
This authorisation shall remain in effect for a period of 18 months from the date of decision of the Annual General Meeting.
18. Closing of the meeting
Documents of the Annual General Meeting
The financial statements, the proposals by the Board of Directors and the Board Committees and this invitation to the meeting are available to shareholders for review as of February 2, 2009 on Cargotec’s internet site www.cargotec.com. Copies of the documents will be sent to shareholders upon request, and they will also be available at the Meeting. The Annual Report 2008 including the financial statements, the report of the Board of Directors and the Auditors’ Report, will be available on Cargotec’s internet site on week 7 and will be mailed to shareholders on week 8.
Right to participate, notification of participation and proxies
In order to take part in the Annual General Meeting, shareholders must be registered in the shareholders’ register by February 23, 2009. 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 Annual General Meeting, must be entered into the shareholders’ register of the company on the record date of the meeting, February 23, 2009. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder’s register of the company and the issuing of proxy documents from his/her custodian bank. More instructions are available on the Company’s internet site www.cargotec.com.
Pursuant to chapter 5, section 25 of the Company’s Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
Shareholders who wish to attend the Meeting must notify Cargotec no later than 4 p.m. on March 2, 2009. Notification can be made via the following ways:
• on Cargotec’s internet site at www.cargotec.com;
• by mail: Cargotec Corporation, Share register, P.O. 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 provide the Company with any proxies for the Annual General Meeting so that the proxies are in the Company’s possession by March 2, 2009.
Helsinki, February 2, 2009
Cargotec Corporation
Board of Directors
Cargotec improves the efficiency of cargo flows by offering handling systems and the related services for the loading and unloading of goods. Cargotec’s brands, Hiab, Kalmar and MacGREGOR, are global market leaders in their fields and their solutions are used on land and at sea – wherever cargo is on the move. Extensive services close to customers ensure the continuous usability of equipment. Cargotec is the technology leader in its field, its R&D focusing on innovative solutions that take environmental considerations into account. Cargotec’s sales total EUR 3.4 billion and it employs approximately 12,000 people. Cargotec’s class B shares are quoted on the NASDAQ OMX Helsinki.
www.cargotec.com