CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 12 FEBRUARY 2025 AT 9:25 AM EET
CARGOTEC CORPORATION: NOTICE TO ANNUAL GENERAL MEETING 2025
Notice is given to the shareholders of Cargotec Corporation to the Annual General Meeting to be held on Wednesday 26 March 2025 at 2:00 p.m. (EET) at Little-Finlandia, Karamzininranta 4, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting, the distribution of voting tickets and coffee service preceding the meeting will commence at 12:30 p.m. (EET).
Shareholders may also exercise their shareholder rights by voting in advance. Instructions for advance voting 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.
Before the Annual General Meeting, the company will arrange a discussion event with the management from 1:00 p.m. to 1:30 p.m. (EET) at the meeting venue. The event will be open for shareholders who have registered for the meeting and be held in Finnish. In connection with the event, participants can present questions to the management, but the event is not part of the General Meeting and thus, questions presented at the event are not questions referred to in Chapter 5, Section 25 of the Finnish Companies Act.
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, the auditor's report and the assurance report on the sustainability statement for the financial period 2024
Review by the President and CEO.
The financial statements, the Board of Directors' report including the sustainability statement, the auditor's report and the assurance report on the sustainability statement 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 1.19 per each class A share and a dividend of EUR 1.20 per each outstanding class B share be paid for the financial period ended 31 December 2024. The dividend shall be paid to a shareholder who on the record date of the dividend payment, 28 March 2025, is registered in the company's shareholder register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 4 April 2025.
The Board of Directors further proposes to the General Meeting that the Board of Directors be authorised to decide on an additional dividend in the amount of EUR 1.56 per each class A share and EUR 1.57 per each outstanding class B share. The payment of the additional dividend will be subject to the closing of the sale of MacGregor business to funds managed by Triton, as announced by the company on 14 November 2024. The Board of Directors has indicated that it will exercise the authorisation provided that the closing occurs in accordance with the terms of the transaction. The Board of Directors intends to resolve on the additional dividend in its meeting scheduled for 29 September 2025. The company will separately publish resolutions of the Board of Directors on the dividend payment and confirm the record and payment dates in connection with such resolutions.
The additional dividend to be paid based on the authorisation would be paid to shareholders who on the payment record date in question are recorded in the company's shareholders' register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the authorisation includes the right for the Board of Directors to decide on all other terms and conditions related to the dividend payment. The authorisation would be effective until 31 December 2025.
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. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors, based on the recommendation of the Nomination and Compensation Committee, proposes the following yearly remuneration for Board members for the term ending at the Annual General Meeting in 2026:
Board annual fees:
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- EUR 160,000 to the Chair of the Board (2024: 160,000)
- EUR 95,000 to the Vice Chair of the Board (2024: 95,000)
- EUR 80,000 to each member of the Board (2024: 80,000)
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- EUR 20,000 to the Chair of the Audit and Risk Management Committee (2024: 20,000)
- EUR 10,000 to each member of the Audit and Risk Management Committee (2024: 10,000)
- EUR 15,000 to the Chair of any other committee constituted by the Board (2024: maximum 15,000)
- EUR 5,000 to each member of any other committee constituted by the Board (2024: 5,000)
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- EUR 1,000 for meetings held in the Member's country of residence or attended remotely (2024: -)
- EUR 2,000 for meetings held in a different country from the Member's residence (2024: -)
- EUR 3,000 for meetings held on a different continent from the Member's residence (2024: 3,000)
The shares will be purchased within two weeks of the publication of the interim report for the period 1 January 2025-31 March 2025 or as soon as possible thereafter in accordance with applicable legislation. The company will pay any costs and transfer tax related to the purchase of company shares.
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.
If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2026, the Board has a right to decide upon potential reclaim of the term fees as it deems appropriate.
12. 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 eight (8). 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.
13. 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 Eric Alström, Raija-Leena Hankonen-Nybom, Ilkka Herlin, Jukka Moisio, Tuija Pohjolainen-Hiltunen, Ritva Sotamaa and Luca Sra, current members of the Board of Directors, are re-elected as Board members, and that Casimir Lindholm is elected as new Board member.
The term of office of the Board member candidates will commence at the end of the 2025 Annual General Meeting, with the exception of Casimir Lindholm, whose term of office will commence as of 1 April 2025, in accordance with his wish. 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.
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.
The proposed candidates, with the exception of Casimir Lindholm, 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.
14. Resolution on the remuneration of the auditors and sustainability reporting assurance provider
The Board of Directors proposes, in accordance with the recommendation of the Audit and Risk Management Committee, that the auditors and sustainability reporting assurance provider's fees be paid according to an invoice approved by the company.
15. 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.
16. Election of the auditors and sustainability reporting assurance provider
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, Authorised Public Accountant, would act as the responsible auditor.
The Board of Directors further proposes, in accordance with the recommendation of the Audit and Risk Management Committee, that authorised sustainability assurance audit firm Ernst & Young Oy be elected as the sustainability reporting assurance provider. Ernst & Young Oy has notified that Heikki Ilkka, Authorised Sustainability Auditor, would act as the responsible sustainability reporting assurance provider.
17. Change of company name
The Board of Directors proposes that Article 1 of the Articles of Association is amended so that the company's new name is Hiab Oyj and Hiab Corporation in English. In its amended form, said provision of the Articles of Association would read as follows (unofficial translation in English below for informational purposes only):
1 § Company name and domicile
The name of the company is Hiab Oyj and Hiab Corporation in English. The company is domiciled in Helsinki.
18. Amendment of the Articles of Association
The Board of Directors proposes that Article 2 of the Articles of Association is amended to include certain digital services into the line of business of the company, in addition to the current description of the company's line of business.
The Board of Directors proposes that Article 5 of the Articles of Association is amended to state that the company's Board of Directors comprises a minimum of five (5) and maximum of ten (10) members. Additionally, it is proposed that Article 5 is amended to exclude that the Board of Directors elects the Chair and the Vice Chair from among its members.
The Board of Directors proposes that Article 9 of the Articles of Association is amended to state that the company has one (1) auditor, to clarify the term of office of the auditor, and to include appointment and term of office of the sustainability reporting assurance provider.
The Board of Directors proposes that Article 12 of the Articles of Association is amended to include handling of the remuneration policy, approval of the remuneration report, and resolving upon the election of the sustainability reporting assurance provider and their remuneration, in addition to the items currently included in Article 12. Additionally, it is proposed that Article 12 is amended to correspond with the abovementioned amendment to Article 9 whereby the company only has one (1) auditor.
It is proposed that the Articles of Association will otherwise remain unchanged.
The aforementioned provisions of the Articles of Association in their current and proposed new form are available on the company's website at www.cargotec.com/agm.
19. Authorising the Board of Directors to decide on the 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, corresponding to approximately 9.89 per cent of the total number of shares in the company. 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 30 May 2024 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.
20. 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, corresponding to approximately 9.89 per cent of the total number of shares in the company. 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 30 May 2024 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.
21. The establishment of the Shareholders' Nomination Board
The Board of Directors proposes to the General Meeting that a Shareholders' Nomination Board be established for the company and that its Charter is adopted.
The Shareholders' Nomination Board 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 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 the company are determined based on the shareholders' register of Cargotec Corporation (to be renamed Hiab Corporation) as per the situation on the first banking day of June each year.
The composition, tasks and activities of the Shareholders' Nomination Board are defined in more detail in its proposed Charter that is appended to this notice and available on the company's website at www.cargotec.com/agm.
22. Presentation of the remuneration policy for governing bodies
The Board of Directors proposes to the General Meeting that certain technical amendments are made to the current remuneration policy to reflect that the Shareholders' Nomination Board of the company, proposed to be established in agenda item 21, will be preparing a proposal for the remuneration of the members of the Board of Directors.
The remuneration policy for governing bodies is available on the company's website at www.cargotec.com/agm.
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
The aforementioned proposals for resolutions on the matters on the agenda of the General Meeting and this notice are available on Cargotec Corporation's website at www.cargotec.com/agm. Cargotec Corporation's financial statements, the Board of Directors' report including the sustainability statement, the auditor's report and the assurance report on the sustainability statement, as well as the organisational document, the remuneration report and remuneration policy and proposal for the Charter of Shareholders' Nomination Board are also available on the abovementioned website on 5 March 2025 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 9 April 2025.
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 14 March 2025, 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 13 February 2025 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 19 March 2025 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 [email protected]; 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 14 March 2025. 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 21 March 2025 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 [email protected] 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 13 February 2025 at 12:00 noon (EET) until on 19 March 2025 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 [email protected] 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.
On the date of this notice 12 February 2025, 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 784,550 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.
In Helsinki, 12 February 2025
Cargotec Corporation
Board of Directors
Cargotec's (Nasdaq Helsinki: CGCBV) Hiab business is a leading provider of smart and sustainable on road load-handling solutions, committed to delivering the best customer experience every day with the most engaged people and partners. The company's continuing operations sales in 2024 totalled approximately EUR 1.6 billion and it employs over 4,000 people. www.cargotec.com
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