2017-02-08 08:15:38 CET
2017-02-08 08:15:38 CET
REGULATED INFORMATION
Cargotec - Notice to general meeting
Notice of Annual General Meeting 2017
CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 8 FEBRUARY 2017 AT 9.15 AM (EET)
Notice of Annual General Meeting 2017
The shareholders of Cargotec Corporation are hereby invited to the Annual
General Meeting to be held at the Marina Congress Center, address
Katajanokanlaituri 6, Helsinki, Finland on Tuesday, 21 March 2017 at 1 p.m.
(EET). The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at noon.
The meeting shall consider the following 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 Board of Directors' report and
the Auditors' report for the financial period 2016
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
dividend
The Board of Directors proposes that a dividend of EUR 0.94 be paid for each of
class A shares and a dividend of EUR 0.95 be paid for each of class B shares
outstanding. The dividend will be paid to shareholders who on the record date
for dividend distribution, 23 March 2017, are registered as shareholders in the
company's shareholder register. The dividend payment date proposed by the Board
of Directors is 30 March 2017.
9. Resolution on the discharge from liability to the members of the Board of
Directors and the CEO
10. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Articles of Association of the company
be changed regarding the number of regular and deputy members of the Board of
Directors. The minimum number of members is proposed to be changed to six (6),
the maximum to twelve (12), and there would be no deputy members. The proposal
by the Board of Directors is attached to the Notice of meeting as Attachment 1.
11. Resolution on the remuneration payable to the members of the Board of
Directors
The Nomination and Compensation Committee of the Board of Directors proposes
that a yearly remuneration of 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.
12. Resolution on the number of members of the Board of Directors
Subject to the approval of the Board of Directors' proposal to change the
Articles of Association as set forth in agenda item 10, the Nomination and
Compensation Committee proposes that the number of Board members be ten (10).
13. Election of the members of the Board
Subject to the approval of the Board of Directors' proposal to change the
Articles of Association as set forth in agenda item 10, the Nomination and
Compensation Committee proposes that, for a term of office expiring at the end
of the first Annual General Meeting following their election, current Board
members Kimmo Alkio, Jorma Eloranta, Tapio Hakakari, Ilkka Herlin, Peter
Immonen, Kaisa Olkkonen, Teuvo Salminen and Heikki Soljama, who have given their
consent for the election, be re-elected to the Board of Directors. Teresa
Kemppi-Vasama and Johanna Lamminen, who have given their consent for election,
are proposed be elected as new members. Information on the current Board members
and the Board candidates is available on Cargotec's website at www.cargotec.com.
14. Resolution on auditor remuneration
The Audit and Risk Management Committee of the Board of Directors proposes that
the fees to the auditors be paid according to their invoice reviewed by the
company.
15. Resolution on the number of auditors
The Audit and Risk Management Committee proposes that two (2) auditors be
elected.
16. Election of the auditors
The Audit and Risk Management Committee proposes that accounting firm
PricewaterhouseCoopers Oy and authorised public accountant Tomi Hyryläinen be
elected.
17. Authorising the Board of Directors to decide on repurchase of Cargotec's
shares
The Board of Directors proposes that the general meeting authorise the Board to
decide on the repurchase of Cargotec's shares with non-restricted equity.
Altogether no more than 6,400,000 shares in the company may be purchased, of
which no more than 952,000 are class A shares and 5,448,000 are class B shares.
The purchase price of class A and B shares shall be based on the market price of
Cargotec's class B shares 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 through a directed purchase
as defined in Chapter 15(6) of the Limited Liabilities 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
Documents of the Annual General Meeting
The financial statements review 2016, the above mentioned proposals by the Board
of Directors and the Board Committees and this notice of the meeting are
available to shareholders for review as of 8 February 2017 on Cargotec's website
at www.cargotec.com. Copies of the documents will be sent to shareholders upon
request, and they will also be available at the meeting. Cargotec's Annual
report 2016 will be available during week 7 at www.cargotec.com. The Annual
report includes the financial statements, the Board of Directors' report and the
Auditors' report.
Instructions for the participants in the general meeting
Right to participate
In order to take part in the general meeting, shareholders must be registered in
the shareholders' register on the record date of the general meeting 9 March
2017. A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation.
Registration in the shareholder register
A shareholder, whose shares are registered on his/her personal Finnish book-
entry account, is registered in the shareholders' 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 16 March 2017 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.
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.
The temporary shareholder register of Cargotec Corporation, as per the record
date of the general meeting, 9 March 2017, can be viewed at Euroclear Finland
Ltd, Urho Kekkosen katu 5 C, Helsinki, as of 17 March 2017.
Proxy representative and powers of attorney
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. Shareholders are requested to provide Cargotec with any proxies
for the general meeting so that the proxies are in Cargotec's possession by 16
March 2017. 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 identified in connection with the
registration for the general meeting.
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 Cargotec as described below. The
proxy documents are to be delivered by mail to Cargotec Corporation, AGM, P.O.
Box 61, FI-00501 Helsinki, Finland or by email to ir@cargotec.com.
Notification of participation
Shareholders who wish to attend the meeting must notify Cargotec no later than
4 p.m. (EET) on 16 March 2017. Notification can be made:
* on Cargotec's website at www.cargotec.com;
* by mail: Cargotec Corporation, AGM, P.O. Box 61, FI-00501 Helsinki, Finland;
or
* by telephone: +358 20 770 6872 , Monday to Friday between 9 a.m. and 4 p.m.
(EET).
Other information
Pursuant to Chapter 5 (25) of the Limited Liability Companies Act, a shareholder
who is present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting.
On the date of this notice, there are 9,526,089 class A shares and 55,182,079
class B shares in Cargotec Corporation. 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 entitle their holder to one vote, however, each shareholder has a
minimum of one vote.
Helsinki, 7 February 2017
Cargotec Corporation
Board of Directors
Cargotec (Nasdaq Helsinki: CGCBV) is a leading provider of cargo and load
handling solutions with the goal of becoming the leader in intelligent cargo
handling. Cargotec's business areas Kalmar, Hiab and MacGregor offer products
and services that ensure our customers a continuous, reliable and sustainable
performance. Cargotec's sales in 2016 totalled approximately EUR 3.5 billion and
it employs over 11,000 people. www.cargotec.com
ATTACHMENT 1
Proposal by the Board of Directors to Amend the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to
amend the Articles 5, 7 and 12 as follows:
+---------------------------------------+--------------------------------------+
|Current Article |Proposal by the Board of Directors |
+---------------------------------------+--------------------------------------+
|5 § Board of Directors |5 § Board of Directors |
| | |
| | |
| | |
|The Board of Directors comprises a |The Board of Directors comprises a |
|minimum of five (5) and a maximum of |minimum of six (6) and a maximum of |
|eight (8) regular members and a maximum|twelve (12) members. |
|of three (3) deputy members. | |
| | |
| | |
| |The Board of Directors elects Chairman|
|The Board of Directors elects Chairman |and Vice Chairman from among its |
|and Vice Chairman from among its |members. |
|members. | |
| | |
| | |
| |The Board members' term of office |
|The Board members' term of office |expires at the end of the Annual |
|expires at the end of the Annual |General Meeting following their |
|General Meeting following their |election. |
|election. | |
| | |
| | |
| |The Board of Directors has a quorum |
|The Board of Directors has a quorum |when over the half of the Board |
|when over the half of the Board members|members are present. |
|are present. | |
| | |
| | |
+---------------------------------------+--------------------------------------+
|7 § Representing the Company |7 § Representing the Company |
| | |
| | |
| | |
|The Board's Chairman and the Managing |The Board's Chairman and the Managing |
|Director each severally or two Board |Director each severally or two Board |
|members, either regular or deputy, |members together may represent the |
|together may represent the Company. |Company. |
+---------------------------------------+--------------------------------------+
|12 § Shareholders' meeting |12 § Shareholders' meeting |
| | |
| | |
| | |
|The Annual General Meeting must be held|The Annual General Meeting must be |
|annually within three months from the |held annually within three months from|
|end of the financial year, on the date |the end of the financial year, on the |
|specified by the Board of Directors. |date specified by the Board of |
| |Directors. |
| | |
| | |
|Items on the Annual General Meeting's | |
|agenda are as follows: |Items on the Annual General Meeting's |
| |agenda are as follows: |
| | |
| | |
|Presenting | |
| |Presenting |
| | |
| | |
|Financial Statements, including the | |
|consolidated financial statements, and |Financial Statements, including the |
|the Board of Directors' Report; |consolidated financial statements, and|
| |the Board of Directors' Report; |
| | |
| | |
|Auditors' Report; | |
| |Auditors' Report; |
| | |
| | |
|Deciding on | |
| |Deciding on |
| | |
| | |
|The adoption of the Financial | |
|Statements; |The adoption of the Financial |
| |Statements; |
| | |
| | |
|The allocation of profit shown by the | |
|Balance Sheet; |The allocation of profit shown by the |
| |Balance Sheet; |
| | |
| | |
|The discharge of Board members and the | |
|Managing Director from liability; |The discharge of Board members and the|
| |Managing Director from liability; |
| | |
| | |
|The number of Board members and, if | |
|necessary, any deputies and their |The number of Board members and their |
|remuneration; |remuneration; |
| | |
| | |
| | |
|The number of auditors and their |The number of auditors and their |
|remuneration; and |remuneration; and |
| | |
| | |
| | |
|Electing |Electing |
| | |
| | |
| | |
|Regular Board members and, if |Board members; |
|necessary, their deputies; | |
| | |
| | |
| |One or more auditors. |
|One or more auditors. | |
| | |
| | |
| |If voting is performed at the |
|If voting is performed at the |shareholders' meeting, the Chairman of|
|shareholders' meeting, the Chairman of |the meeting shall determine the voting|
|the meeting shall determine the voting |method. |
|method. | |
+---------------------------------------+--------------------------------------+
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