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
(http://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 (http://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 representativerepresents 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
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