Invitation to Cargotec Corporation's Annual General Meeting
(Thomson Reuters ONE) - CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 3 FEBRUARY 2010 AT 1:30 PM EETInvitation to Cargotec Corporation's Annual General MeetingThe shareholders of Cargotec Corporation are hereby summoned to the AnnualGeneral Meeting to be held at the Marina Congress Center, addressKatajanokanlaituri 6, Helsinki, Finland on Friday, 5 March 2010 at 11 a.m. Thereception of persons who have registered for the meeting and the distribution ofvoting tickets will commence at 10 a.m.The meeting shall handle the following matters:1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinise the minutes and to supervise thecounting of votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list ofvotes6. Presentation of the financial statements, the report of the Board ofDirectors and the Auditors' report for the accounting period 2009Presentation by the President and CEO7. Adoption of the financial statements8. Resolution on the use of the profit shown on the balance sheet andpayment of dividendThe Board of Directors proposes that a dividend of EUR 0.39 per each of class Ashares and EUR 0.40 per each of class B shares outstanding be paid. The dividendwill be paid to shareholder who on the record date for dividend distribution,10 March 2010, is registered as shareholder in the Company's share register. Thedividend payment date is proposed to be 17 March 2010.9. Resolution on the discharge from liability to the members of the Boardof Directors and the President and CEO10. Resolution on the remuneration payable to the members of the Board ofDirectorsThe Nomination and Compensation Committee proposes that the Board remunerationsbe kept unchanged and a yearly remuneration of EUR 80,000 be paid for theChairman, EUR 55,000 for the Deputy Chairman and EUR 40,000 for the other Boardmembers. In addition, members are proposed to receive EUR 500 for attendance atBoard and Committee meetings. According to the proposal, 30 per cent of theyearly remuneration of the members of the Board will be paid in Cargotec's classB shares and the rest in money.11. Resolution on the number of members of the Board of Directors and possibledeputy membersThe Nomination and Compensation Committee proposes that the number of Boardmembers be seven (7) and that no deputy members be elected.12. Election of the members and possible deputy members of the BoardThe Nomination and Compensation Committee proposes that current Board membersTapio Hakakari, Ilkka Herlin, Peter Immonen, Karri Kaitue, Antti Lagerroos andAnja Silvennoinen be re-elected to the Board of Directors. The Committeeproposes that Teuvo Salminen, M.Sc. (Econ.), be elected as a new member of theBoard. More information on the nominee is available on Cargotec's internet sitewww.cargotec.com .13. Resolution on Auditor remunerationThe Audit Committee proposes that the fees to the auditors be paid according totheir invoice.14. Resolution on the number of AuditorsThe Audit Committee proposes that two auditors be elected.15. Election of the AuditorsThe Audit Committee proposes that authorized public accountants Johan Kronbergand PricewaterhouseCoopers Ltd be re-elected.16. Issue of stock optionsThe Board of Directors proposes that stock options be issued by the AnnualGeneral Meeting to the key personnel of Cargotec and its subsidiaries. Themaximum total number of stock options issued will be 1,200,000 and the stockoptions entitle their owners to subscribe for a maximum total of 1,200,000 newclass B shares in Cargotec or existing class B shares held by Cargotec.The share subscription price will be based on the trade volume weighted averagequotation of Cargotec's class B share on the NASDAQ OMX Helsinki Ltd. during twofull weeks following the Cargotec's Annual General Meeting in 2010, 2011 and2012. The share subscription period for stock options 2010A, will be 1 April2013 - 30 April 2015, for stock options 2010B, 1 April 2014 - 30 April 2016 andfor stock options 2010C, 1 April 2015 - 30 April 2017. The beginning of theshare subscription period requires attainment of targets established for afinancial criterion determined by the Board of Directors annually.17. Authorising the Board of Directors to decide on acquisition of Cargotec'sown sharesThe Board of Directors proposes that the Annual General Meeting authorises theBoard to decide on acquisition of own shares with non-restricted equity.Altogether no more than 6,400,000 own shares may be purchased, of which no morethan 952,000 are class A shares and 5,448,000 are class B shares. Theabove-mentioned amounts include the class B shares purchased during 2005-2008already in Cargotec's possession. On the date of the invitation there were2,959,487 such class B shares. The proposed amount corresponds to less than 10percent of the share capital and the total voting rights in Cargotec.The shares may be acquired in order to develop the capital structure ofCargotec, finance or carry out possible acquisitions, implement Cargotec'sshare-based incentive plan, or to be transferred for other purposes or to becancelled. The shares may be acquired through a directed acquisition as definedin Finnish Companies Act, Chapter 15 § 6. This authorisation shall remain ineffect for a period of 18 months from the date of decision of the Annual GeneralMeeting.18. Authorising the Board of Directors to decide on issuance of sharesThe Board of Directors proposes that the Annual General Meeting authorises theBoard to decide on issuance of a maximum of 6,400,000 treasury shares, of whichno more than 952,000 are class A shares and 5,448,000 are class B shares, in oneor more lots. The share issue can be directed, i.e. not in proportion to theexisting pre-emptive right of shareholders to purchase Cargotec's own shares, oncondition that the issuance of shares is based on important financial grounds.The authorisation is proposed to be used to as compensation in acquisitions andin other arrangements, to finance acquisitions or for personnel incentivepurposes. The Board of Directors has also the right to decide on the transfer ofthe shares in public trading in the NASDAQ OMX Helsinki according to its rulesand regulations. The Board of Directors will be authorised to decide on otherconditions of the share issue. This authorisation shall remain in effect for aperiod of 18 months from the date of decision of the Annual General Meeting.19. Closing of the meetingDocuments of the Annual General MeetingThe financial statements, the proposals by the Board of Directors and the BoardCommittees and this invitation to the meeting are available to shareholders forreview as of 3 February 2010 on Cargotec's internet site www.cargotec.com.Copies of the documents will be sent to shareholders upon request, and they willalso be available at the Meeting. Cargotec's Annual Report 2009 including thefinancial statements, the report of the Board of Directors and the Auditors'Report, will be available on Cargotec's internet site on week 6 and will bemailed on week 7 to shareholders who have ordered it. Should you wish to receivethe printed Annual Report 2009 we kindly ask you to send us your mailing addressby internet, address: www.cargotec.com/order , bye-mail, address: annual.report(at)cargotec.com or by mail, address: Cargotec Corporation, Annual Report, P.O. Box 61, 00501,Helsinki, Finland.Right to participate, notification of participation and proxiesIn order to take part in the Annual General Meeting, shareholders must beregistered in the shareholders' register on 23 February 2010. A shareholder mayparticipate in the general meeting and exercise his/her rights at the meeting byway of proxy representation.A shareholder, whose shares are registered on his/her personal book-entryaccount, is registered in the shareholders' register of the company.A holder of nominee registered shares, who wants to participate in the AnnualGeneral Meeting, must be entered into the shareholders' register of the companylatest on Tuesday 2 March 2010 by 10 a.m.. A holder of nominee registered sharesis advised to request necessary instructions regarding the registration in theshareholder's register of the company and the issuing of proxy documents fromhis/her custodian bank.More instructions for participants of the meeting are available on Cargotec'sinternet site www.cargotec.com .Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who ispresent at the Annual General Meeting has the right to request information withrespect to the matters to be considered at the meeting.Shareholders who wish to attend the Meeting must notify Cargotec no later than4 p.m. on 2 March 2010. 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, FI-00501Helsinki, 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 theAnnual General Meeting so that the proxies are in the Company's possession by 2March 2010.On the date of this notice the number of shares in Cargotec Corporation is9,526,089 class A shares and 54,778,791 class B shares. Based on articles ofassociation each class A share entitles its holder to one vote and each full tenclass B shares entitle their holder to one vote, but in such a way that eachshareholder has a minimum of one vote.Helsinki, 3 February 2010Cargotec CorporationBoard of DirectorsCargotec improves the efficiency of cargo flows on land and at sea - wherevercargo is on the move. Cargotec's daughter brands Hiab, Kalmar and MacGregor arerecognised leaders in cargo and load handling solutions around the world.Cargotec's global network is positioned close to customers and offers extensiveservices that ensure the continuous, reliable and sustainable performance ofequipment. Cargotec's sales totalled EUR 2.6 billion in 2009 and it employs morethan 9,500 people. Cargotec's class B shares are quoted on the NASDAQ OMXHelsinki. www.cargotec.com [HUG#1380182]
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Datum: 03.02.2010 - 06:32 Uhr
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