Cargotec corporation: Notice to Annual General Meeting 2024
CARGOTEC CORPORATION, STOCK EXCHANGE
RELEASE, 8 APRIL 2024 AT 3:30 PM (EEST)
CARGOTEC CORPORATION: NOTICE TO ANNUAL
GENERAL MEETING 2024
Notice is given to the shareholders of Cargotec
Corporation to the Annual General Meeting to be held on Thursday 30
May 2024 at 1:00 p.m. (EET) at Little-Finlandia, Karamzininranta 4,
00100 Helsinki, Finland. The reception of persons who have
registered for the meeting and the distribution of voting tickets
will commence at 12:00 noon (EET).
Shareholders may also exercise their shareholder
rights by voting in advance. Instructions for advance voting are
provided in section C of this notice.
Shareholders may also submit questions, as
referred to in Chapter 5, Section 25 of the Finnish Limited
Liability Companies Act, with respect to matters to be considered
at the meeting in writing before the General Meeting. Instructions
for submitting written questions are provided in section C of this
notice.
The Annual General Meeting may be followed via a
webcast. Instructions for following the webcast are available on
the company’s website at www.cargotec.com/agm. It is not possible
to ask questions, make counterproposals, otherwise address the
meeting or vote via the webcast, and following the meeting via
webcast is not considered as participation in the General Meeting
or as exercise of the shareholders’ rights.
A. Matters on the agenda of the
General Meeting
Information and proposals concerning the formal
organisational matters in agenda items 1 to 5 are included in a
separate organisational document published on the company's website
at www.cargotec.com/agm. This document also constitutes a part of
this notice to the General Meeting. The document may be
supplemented at the meeting with such information that is not
available before the Annual General Meeting.
The following matters will be considered at the
General Meeting:
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 auditor's report
for the financial period 2023
Review by the President and CEO
The financial statements, the Board of
Directors’ report and the auditor’s report are available on the
company's website at www.cargotec.com/agm.
7. Adoption of the financial
statements
8. Resolution on the use of the profit
shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General
Meeting that a dividend of EUR 2.14 per each class A share and a
dividend of EUR 2.15 per each outstanding class B share be paid for
the financial period ended 31 December 2023. The dividend shall be
paid to a shareholder who on the record date of the dividend
payment, 3 June 2024, is registered in the company’s shareholder
register maintained by Euroclear Finland Ltd. The Board of
Directors proposes that the dividend be paid on 10 June 2024.
9. Resolution on the discharge of the
members of the Board of Directors and the President and CEO from
liability
10. Presentation of the remuneration
report for governing bodies
The remuneration report for governing bodies is
available on the company's website at www.cargotec.com/agm.
11. Presentation of the remuneration
policy for governing bodies
The remuneration policy for governing bodies is
available on the company's website at www.cargotec.com/agm.
12. Resolution on the remuneration of
the members of the Board of Directors
The Board of Directors proposes, in accordance
with the recommendation of the Nomination and Compensation
Committee, that yearly remuneration be paid to the Board members as
follows:
- EUR 160,000 to
the Chair of the Board,
- EUR 95,000 to
the Vice Chair of the Board,
- EUR 80,000 to
each member of the Board,
- EUR 20,000 to
the Chair of the Audit and Risk Management Committee,
- EUR 10,000 to
each member of the Audit and Risk Management Committee,
- A maximum of EUR
15,000 to the Chair of any other committee possibly constituted by
the Board in accordance with a separate decision by the Board of
Directors, and
- EUR 5,000 to
each member of any other committee constituted by the Board.
According to the proposal, approximately 50
percent of the yearly remuneration will be paid in Cargotec
Corporation's class B shares and the rest in cash. The company will
cover the transfer taxes related to board remuneration paid in
shares.
In addition, it is proposed that the members of
the Board of Directors be paid a meeting fee of EUR 3,000 per
meeting for meetings held on a different continent than where the
Board member is domiciled and a meeting fee of EUR 1,500 per
meeting for additional meetings held outside the regular board and
committee meeting cadence.
The Board of Directors further proposes that
expenses related to travel and accommodation as well as other costs
directly related to board and committee work shall be reimbursed in
accordance with company policy.
13. Resolution on the number of members
of the Board of Directors
The Board of Directors proposes, in accordance
with the recommendation of the Nomination and Compensation
Committee, that the number of Board members elected is seven (7).
However, should any number of the candidates proposed by the Board
of Directors for any reason not be available at the General Meeting
for election to the Board of Directors, the proposed number of
Board members shall be decreased accordingly.
14. Election of the members of the Board
of Directors
The Board of Directors proposes, in accordance
with the recommendation of the Nomination and Compensation
Committee that Raija-Leena Hankonen-Nybom, Ilkka Herlin and Ritva
Sotamaa, current members of the Board of Directors, are re-elected
as Board members, and that Eric Alström, Jukka Moisio, Tuija
Pohjolainen-Hiltunen and Luca Sra are elected as new Board
members.
Should any of the candidates presented above for
any reason not be available at the General Meeting for election to
the Board of Directors, the remaining available candidates are
proposed to be elected in accordance with the proposal by the Board
of Directors.
Jaakko Eskola, Teresa Kemppi-Vasama, Tapio
Kolunsarka, Johanna Lamminen and Kaisa Olkkonen have informed that
they are not available for re-election.
As regards the selection procedure for the
members of the Board of Directors, the Nomination and Compensation
Committee recommends that shareholders take a position on the
proposal as a whole at the General Meeting. In addition to ensuring
that individual candidates for membership of the Board of Directors
possess the required competences, the Nomination and Compensation
Committee has evaluated that the proposed Board of Directors as a
whole has the best possible expertise and experience for the
company and that the composition of the Board of Directors also
meets other requirements of the Finnish Corporate Governance Code
for listed
companies.
All proposed candidates are independent of the
company and, with the exception of Ilkka Herlin, independent of its
significant shareholders. Further information on proposed Board
member candidates is available on the company’s website at
www.cargotec.com/agm.
15. Resolution on the remuneration of
the auditors
The Board of Directors proposes, in accordance
with the recommendation of the Audit and Risk Management Committee,
that the auditors’ fees be paid according to an invoice approved by
the company.
16. Resolution on the number of
auditors
The Board of Directors proposes, in accordance
with the recommendation of the Audit and Risk Management Committee,
that one (1) auditor be elected for the company.
17. Election of the
auditors
The Board of Directors proposes, in accordance
with the recommendation of the Audit and Risk Management Committee,
that audit firm Ernst & Young Oy be re-elected as the company’s
auditor. Ernst & Young Oy has notified that Heikki Ilkka would
act as the responsible auditor.
18. Resolution on the remuneration of
the sustainability reporting assurance provider
The Board of Directors proposes, in accordance
with the recommendation of the Audit and Risk Management Committee,
that the sustainability reporting assurance provider’s fees be paid
according to an invoice approved by the company.
19. Election of the sustainability
reporting assurance provider
In accordance with the EU Corporate
Sustainability Reporting Directive (CSRD) and national legislation
related thereto, Cargotec Corporation will prepare its first
sustainability report for the financial year 2024.
The Board of Directors proposes, in accordance
with the recommendation of the Audit and Risk Management Committee,
that authorised sustainability auditor Ernst & Young Oy be
elected as the sustainability reporting assurance provider in
accordance with Chapter 7, Section 6a of the Finnish Limited
Liability Companies Act. Ernst & Young Oy has notified that
Heikki Ilkka would act as the responsible sustainability reporting
assurance provider.
20. Partial demerger of Cargotec
Corporation
The Board of Directors of Cargotec Corporation
proposes to the General Meeting that the General Meeting resolves
on the partial demerger of Cargotec Corporation in accordance with
the demerger plan approved by the Board of Directors and signed on
1 February 2024 and approves the demerger plan so that, as part of
the demerger resolution, the Annual General Meeting resolves as a
whole on the matters presented below conditional upon the
completion of the demerger. The demerger plan is available on the
company’s website at www.cargotec.com/agm.
Pursuant to the demerger plan, Cargotec
Corporation will demerge by way of a partial demerger so that all
assets, debts and liabilities of Cargotec Corporation relating to
the Kalmar business area or mainly serving the Kalmar business area
of Cargotec Corporation shall be transferred without a liquidation
procedure to Kalmar Corporation, a company to be incorporated in
the demerger.
The purpose of the partial demerger of Cargotec
Corporation is to carry out the separation of Cargotec
Corporation’s current core businesses Kalmar and Hiab into two
standalone companies. The planned effective date of registration of
the completion of the demerger shall be 30 June 2024 (the
“Effective Date”). The actual Effective Date may
change from said planned date in accordance with the demerger
plan.
Despite the resolution of the General Meeting,
the Board of Directors of Cargotec Corporation may, at any time
prior to the completion of the demerger, resolve not to complete
the demerger if the Board of Directors considers that the
completion would no longer be in the best interest of the company
and its shareholders due to a change in circumstances.
In accordance with the demerger plan, the
shareholders of Cargotec Corporation shall receive as demerger
consideration one (1) new share of the corresponding share class
(i.e., class A or class B) of Kalmar Corporation for each class A
and class B share owned in Cargotec Corporation, that is, the
demerger consideration shall be issued to the shareholders of
Cargotec Corporation in proportion to their existing shareholding
with a ratio of 1:1. The demerger consideration shall be
distributed through the book-entry securities system maintained by
Euroclear Finland Ltd automatically, and no action is required from
the shareholders of Cargotec Corporation in relation thereto.
Kalmar Corporation shall apply for the listing
of all its class B shares primarily on the official list of Nasdaq
Helsinki. The trading in Kalmar Corporation’s shares on Nasdaq
Helsinki shall begin on the Effective Date or as soon as reasonably
possible thereafter.
As part of the demerger resolution, the Annual
General Meeting shall decide on the following matters conditional
upon the completion of the demerger:
a) The incorporation of Kalmar Corporation
and approval of its articles of association
The receiving company in the demerger is
incorporated in connection with the registration of the completion
of the demerger. It has been proposed that the trade name of the
company be Kalmar Corporation (in Finnish Kalmar Oyj), and the
company’s proposed articles of association are included in full as
an appendix to the demerger plan.
The proposed articles of association of Kalmar
Corporation are, to the extent applicable, based on the current
articles of association of Cargotec Corporation.
b) The number of the members of the Board
of Directors, election of the members of the Board of Directors and
the auditor of Kalmar Corporation as well as their remuneration
According to the proposed articles of
association of Kalmar Corporation, the Board of Directors of Kalmar
Corporation comprises a minimum of five (5) and a maximum of ten
(10) members. The Board of Directors of Cargotec Corporation
proposes to the General Meeting that the number of Board members
elected be seven (7).
The Board of Directors of Cargotec Corporation
proposes to the General Meeting that Jaakko Eskola be elected as
the Chair of the Board and Lars Engström, Marcus Hedblom, Teresa
Kemppi-Vasama, Vesa Laisi, Sari Pohjonen and Emilia
Torttila-Miettinen be elected as Board members of Kalmar
Corporation. Contrary to what was informed in the demerger plan,
the Board of Directors of Cargotec Corporation is not proposing
Tapio Kolunsarka to be elected as Board member of Kalmar
Corporation as he has informed that he is not available for the
position. The term of office of the Board members shall commence on
the Effective Date and expire at the end of the first Annual
General Meeting of Kalmar Corporation following the Effective
Date.
The Board of Directors of Cargotec Corporation
proposes to the General Meeting that yearly remuneration be paid to
the Board members of Kalmar Corporation as follows:
- EUR 160,000 to
the Chair of the Board,
- EUR 95,000 to
the Vice Chair of the Board,
- EUR 80,000 to
each member of the Board,
- EUR 20,000 to
the Chair of the Audit and Risk Management Committee,
- EUR 10,000 to
each member of the Audit and Risk Management Committee,
- A maximum of EUR
15,000 to the Chair of any other committee possibly constituted by
the Board in accordance with a separate decision by the Board of
Directors, and
- EUR 5,000 to
each member of any other committee constituted by the Board.
According to the proposal, approximately 50
percent of the yearly remuneration will be paid in Kalmar
Corporation's class B shares and the rest in cash. Kalmar
Corporation will cover the transfer taxes related to board
remuneration paid in shares.
In addition, it is proposed that the members of
the Board of Directors of Kalmar Corporation be paid a meeting fee
of EUR 3,000 per meeting for meetings held on a different continent
than where the Board member is domiciled and a meeting fee of EUR
1,500 per meeting for additional meetings held outside the regular
board and committee meeting cadence.
The Board of Directors of Cargotec Corporation
further proposes that expenses of Kalmar Corporation’s Board
members related to travel and accommodation as well as other costs
directly related to board and committee work shall be reimbursed in
accordance with Kalmar Corporation’s policy.
Based on the proposed articles of association of
Kalmar Corporation, Kalmar Corporation has one (1) auditor which
must be an audit firm approved by the Finnish Patent and
Registration Office. The Board of Directors of Cargotec Corporation
proposes to the General Meeting that audit firm Ernst & Young
Oy be elected as Kalmar Corporation’s auditor. Ernst & Young Oy
has notified that Kristina Sandin would act as the responsible
auditor.
The Board of Directors of Cargotec Corporation
proposes to the General Meeting that the auditor’s fees be paid
according to an invoice approved by Kalmar Corporation.
c) Decrease of share capital and
dissolution of share premium reserve of Cargotec Corporation
The share capital of Cargotec Corporation is
proposed to be decreased in connection with the demerger from EUR
64,304,880.00 to EUR 20,000,000.00. The amount by which the share
capital of Cargotec Corporation is decreased shall, in whole or in
part, be used to distribute funds to Kalmar Corporation.
It is also proposed that the share premium
reserve of Cargotec Corporation of EUR 97,992,301.08 is dissolved
and that the amount corresponding to the share premium reserve to
be dissolved shall, in whole or in part, be used to distribute
funds to Kalmar Corporation as further described in the demerger
plan.
d) The establishment of the Shareholders’
Nomination Board of Kalmar Corporation
The Board of Directors of Cargotec Corporation
proposes to the General Meeting that a Shareholders’ Nomination
Board be established for Kalmar Corporation and that its Charter is
adopted.
The Shareholders’ Nomination Board of Kalmar
Corporation would be responsible for preparing proposals to the
Annual General Meeting, and if necessary, to the Extraordinary
General Meeting, on the number, election, and remuneration of the
members of the Board of Directors. The Shareholders’ Nomination
Board is established until further notice until otherwise decided
by the General Meeting.
The Shareholders’ Nomination Board of Kalmar
Corporation would consist of four (4) members. The members of the
Nomination Board would be appointed as follows: two largest
shareholders of A shares are entitled to appoint one (1) member
each, and two largest shareholders of B shares, who do not own any
A shares, are entitled to appoint one (1) member each. The number
of votes held by each shareholder of all shares in Kalmar
Corporation are determined based on the shareholders’ register of
Kalmar Corporation as per the situation on the first banking day of
June each year.
The composition, tasks and activities of the
Shareholders’ Nomination Board of Kalmar Corporation are defined in
more detail in its proposed Charter that is available on Cargotec
Corporation’s website at www.cargotec.com/agm.
e) Approval of the remuneration policy for
governing bodies of Kalmar Corporation
Kalmar Corporation’s remuneration policy for
governing bodies is available on Cargotec Corporation’s website at
www.cargotec.com/agm. The resolution of the General Meeting is
advisory.
f) Resolution on the remuneration of Kalmar
Corporation’s sustainability reporting assurance provider
The Board of Directors of Cargotec Corporation
proposes to the General Meeting that the sustainability reporting
assurance provider’s fees be paid according to an invoice approved
by Kalmar Corporation.
g) Election of Kalmar Corporation’s
sustainability reporting assurance provider
The Board of Directors of Cargotec Corporation
proposes to the General Meeting that authorised sustainability
auditor Ernst & Young Oy be elected as Kalmar Corporation’s
sustainability reporting assurance provider in accordance with
Chapter 7, Section 6a of the Finnish Limited Liability Companies
Act. Ernst & Young Oy has notified that Kristina Sandin would
act as the responsible sustainability reporting assurance
provider.
Resolutions conditional upon the completion of
the demerger will enter into force in connection with the
registration of the completion of the demerger.
21. Authorising the Board of Directors
to decide on repurchase and/or on the acceptance as pledge of the
company's own shares
The Board of Directors proposes to the General
Meeting that the General Meeting authorise the Board of Directors
to decide on the repurchase and/or on the acceptance as pledge of
the company's own shares as follows:
A maximum of 6,400,000 shares in the company may
be repurchased and/or accepted as pledge on the basis of the
authorisation, of which no more than 952,000 are class A shares and
5,448,000 are class B shares. The shares acquired on the basis of
the authorisation may only be purchased with unrestricted equity of
the company.
The purchase price of class A and class B shares
shall be based on the market price of class B share formed in
public trading on Nasdaq Helsinki Ltd on the date of purchase: the
lowest market price of the company’s class B share quoted in public
trading during the authorisation period shall be the minimum
consideration and the highest market price quoted during the
authorisation period shall be the maximum consideration. The shares
may be repurchased and/or accepted as pledge through a directed
purchase as defined in Chapter 15, Section 6 of the Finnish Limited
Liability Companies Act.
The authorisation cancels the authorisation
given by the Annual General Meeting on 23 March 2023 to decide on
the repurchase and/or acceptance as pledge of the company’s own
shares. The authorisation is effective until the end of the next
Annual General Meeting, however no longer than 18 months.
22. Authorising the Board of Directors
to decide on the issuance of shares as well as the issuance of
option rights and other special rights entitling to
shares
The Board of Directors proposes to the General
Meeting that the General Meeting authorise the Board of Directors
to decide on the issuance of shares as well as the issuance of
option rights and other special rights entitling to shares, as
referred to in Chapter 10, Section 1 of the Finnish Limited
Liability Companies Act, as follows: the number of shares to be
issued based on this authorisation in one or more instalments 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 provided that the issuance is
based on weighty financial reasons. The Board of Directors is
authorised to decide on all conditions of the issuance of shares
and of special rights entitling to shares.
The authorisation cancels the authorisation
given by the Annual General Meeting on 23 March 2023 to decide on
the issuance of shares as well as special rights entitling to
shares. The authorisation is effective until the end of the next
Annual General Meeting, however no longer than 18 months.
23. Authorising the Board of Directors
to decide on donations
The Board of Directors proposes to the General
Meeting that the General Meeting authorise the Board of Directors
to decide on donations to science, research and/or charity in the
maximum amount of EUR 100,000. Donations may 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.
24. Closing of the meeting
B. Documents of the General
Meeting
This notice, which contains all proposals for
resolutions on the matters on the agenda of the General Meeting, is
available on Cargotec Corporation’s website at
www.cargotec.com/agm. Cargotec Corporation’s financial statements,
the Board of Directors’ report and the auditor’s report, as well as
the organisational document, the remuneration report and
remuneration policy and proposal for Kalmar Corporation’s Charter
of Shareholders’ Nomination Board and Kalmar Corporation’s
remuneration policy are also available on the abovementioned
website on 9 April 2024 at the latest. The proposals for
resolutions and the other abovementioned documents will also be
available at the General Meeting. A copy of these documents will be
sent to shareholders upon request. The minutes of the General
meeting will be available on the company’s website no later than on
13 June 2024.
C. Instructions for the
participants of the General Meeting
1. Shareholders registered in the
shareholders’ register
Each shareholder who, on the record date of the
General Meeting 20 May 2024, is registered in the shareholders’
register of the company held by Euroclear Finland Ltd has the right
to participate in the General Meeting. A shareholder whose shares
are registered on their personal Finnish book-entry account is
registered in the shareholders’ register of the company. Changes in
shareholding after the record date of the General Meeting do not
have any impact on the right to participate in the General Meeting
nor on the number of votes.
Registration for the General Meeting will
commence on 9 April 2024 at 12:00 noon (EET). A shareholder who is
registered in the shareholders’ register of the company and who
wishes to participate in the General Meeting shall register for the
meeting no later than by 23 May 2024 at 4:00 p.m. (EET), by which
time the registration must be received. Registration for the
meeting may be made:
a) on the company’s website at
www.cargotec.com/agm;
Electronic registration requires strong
authentication of the shareholder or their legal representative or
proxy representative with Finnish, Swedish or Danish bank ID or
mobile certificate.
b) by e-mail to agm@innovatics.fi; or
c) by mail to Innovatics Ltd, Annual General
Meeting / Cargotec Corporation, Ratamestarinkatu 13 A, FI-00520
Helsinki, Finland.
Shareholders registering by mail shall submit
the registration form and possible advance voting form available on
the company's website at www.cargotec.com/agm or corresponding
information in their notice.
In connection with the registration, a
shareholder is required to provide the requested information such
as their name, birth date or business identity code, contact
details, the name of a proxy representative or assistant, if any,
and the birth date of a proxy representative. The personal data
given to Cargotec Corporation by shareholders is only used in
connection with the General Meeting and with the processing of
related necessary registrations. For further information on the
handling of personal data, please visit the company’s website at
www.cargotec.com/agm.
A shareholder, and their authorised
representative or proxy representative, if any, shall be able to
prove their identity and/or right of representation at the General
Meeting upon request.
Further information on registration and advance
voting is available by telephone during the registration period of
the General Meeting by calling Innovatics Ltd at +358 10 2818 909
on weekdays from 9:00 a.m. to 12:00 noon (EET) and from 1:00 p.m.
to 4:00 p.m. (EET).
2. Holders of nominee-registered
shares
A holder of nominee-registered shares has the
right to participate in the General Meeting by virtue of such
shares, based on which the shareholder would be entitled to be
registered in the shareholders’ register of the company held by
Euroclear Finland Ltd on the record date of the General Meeting 20
May 2024. In addition, the right to participate in the General
Meeting requires that the shareholder, on the basis of such shares,
has been temporarily registered into the shareholders’ register
held by Euroclear Finland Ltd at the latest by 27 May 2024 at 10:00
a.m. (EET). With regard to nominee-registered shares, this
constitutes due registration for the General Meeting. Changes in
shareholding after the record date of the General Meeting do not
have any impact on the right to participate in the General Meeting
nor on the number of votes.
A holder of nominee-registered shares is advised
to request necessary instructions regarding the temporary
registration in the shareholders’ register of the company, the
issuing of proxy documents and voting instructions, registration
for the General Meeting and, if needed, the advance voting from
their custodian bank without delay. The account management
organisation of the custodian bank shall temporarily register the
holder of nominee-registered shares, who wishes to participate in
the General Meeting, in the shareholders’ register of the company
by the abovementioned date at the latest, and, if needed, take care
of the advance voting on behalf of the holder of nominee-registered
shares within the registration period applicable to
nominee-registered shareholders.
Further information will also be available on
the company’s website at www.cargotec.com/agm.
3. Proxy representatives and powers of
attorney
A shareholder may participate in the General
Meeting and exercise its rights at the meeting by way of proxy
representation. A shareholder’s proxy representative may also vote
in advance in the manner described in this notice.
The proxy representative must use their personal
strong electronic authentication when registering through the
electronic registration service, after which they will be able to
register and vote in advance on behalf of the represented
shareholder. A proxy representative shall present a dated proxy
document or otherwise in a reliable manner demonstrate their right
to represent the shareholder at the General Meeting. Statutory
right of representation may be demonstrated by using the Suomi.fi
e-Authorisations service which is in use in the electronic
registration service.
Proxy and voting instruction templates are
available on the company’s website at www.cargotec.com/agm. If a
shareholder participates in the General Meeting by means of several
proxy representatives representing the shareholder with shares in
different book-entry accounts, separate proxy documents for each
book-entry account shall be provided and the shares by which each
proxy representative represents the shareholder shall be identified
in connection with the registration for the General Meeting.
Possible proxy documents should be delivered
primarily as an attachment in connection with the electronic
registration, or by mail to Innovatics Ltd, Annual General Meeting
/ Cargotec Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland or by e-mail to agm@innovatics.fi before the expiry of the
registration period. In addition to delivering the proxy documents,
the shareholder or its proxy representative shall also register for
the General Meeting in the manner set out above in this notice.
4. Voting in advance
Shareholders with a Finnish book-entry account
may vote in advance on certain matters on the agenda of the General
Meeting during the period from 9 April 2024 at 12:00 noon (EET)
until on 23 May 2024 at 4:00 p.m. (EET) in the following ways:
a) on the company’s website at
www.cargotec.com/agm; or
Advance voting requires that the shareholder or
their statutory representative or proxy representative uses strong
electronic authentication with Finnish, Swedish or Danish bank ID
or mobile certificate.
b) by submitting the advance voting form
available on the company’s website or corresponding information to
Innovatics Ltd by e-mail to agm@innovatics.fi or by mail to
Innovatics Ltd, Annual General Meeting / Cargotec Corporation,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
The advance votes must be received by Innovatics
Ltd before the expiry of the advance voting period. Submission of
the votes before the expiry of the registration and advance voting
period in this manner constitutes due registration for the General
Meeting, provided that they contain the abovementioned information
required for the registration.
A shareholder who has voted in advance cannot
request information under the Finnish Limited Liability Companies
Act or request a vote at the General Meeting if they or their proxy
representative is not present at the General Meeting venue.
With regard to holders of nominee-registered
shares, the advance voting is performed via the account management
organisation. The account management organisation may vote in
advance on behalf of the holders of nominee-registered shares it
represents, in accordance with the voting instructions provided by
them, during the advance voting period for holders of
nominee-registered shares.
A proposal subject to advance voting is
considered to have been presented unchanged at the General
Meeting.
5. Other instructions and
information
The General Meeting is conducted in Finnish. The
meeting will be simultaneously interpreted into English.
Pursuant to Chapter 5, Section 25 of the Finnish
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 General Meeting.
Shareholders may also submit questions, as set out in the Finnish
Limited Liability Companies Act, on the matters to be considered at
the General Meeting before the meeting up until 23 May 2024 by
submitting such questions in connection with the electronic
registration. The company’s management will answer such questions
submitted in writing in advance at the General Meeting.
On the date of this notice 8 April 2024, 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 represents one vote
and each full set of ten class B shares represents one vote,
however, each shareholder has a minimum of one vote. On the date of
this notice, the company holds a total of 384,050 of its own class
B shares that do not carry a right to participate in the Annual
General Meeting. Changes in shareholding after the record date of
the General Meeting do not have any impact on the right to
participate in the General Meeting nor on the number of votes.
Coffee will be served after the meeting.
In Helsinki, 8 April 2024
Cargotec Corporation
Board of Directors
Cargotec (TG:C1C)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Cargotec (TG:C1C)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024