CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 30 MAY 2024 AT 3:30 PM (EEST)
Decisions taken at Cargotec's Annual General Meeting 2024
Cargotec Corporation's Annual General Meeting was held today 30 May 2024 in
Helsinki, Finland.
The Annual General Meeting approved a distribution of 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 dividend payment day will be 10 June 2024.
The meeting adopted the financial statements and consolidated financial
statements and approved the remuneration policy and the remuneration report
2023. The meeting granted discharge from liability to the members of the Board
of Directors and to the CEO for the financial year 1 January-31 December 2023.
The number of the Board members was confirmed at seven (7). Raija-Leena
Hankonen-Nybom, Ilkka Herlin and Ritva Sotamaa were re-elected as Board members.
Eric Alström, Jukka Moisio, Tuija Pohjolainen-Hiltunen and Luca Sra were elected
as new Board members.
The yearly remuneration of the Board of Directors was confirmed 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. 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. The members of the Board of Directors will 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. 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.
The Annual General Meeting re-elected the accounting firm Ernst & Young Oy as
the company's auditor, and the authorised sustainability auditor Ernst & Young
Oy as the sustainability reporting assurance provider. The fees to the auditors
and to the sustainability auditors were decided to be paid according to their
invoices reviewed by the company.
As per the Board of Directors' proposals, the Annual General Meeting authorised
the Board to decide on the repurchase and/or on the acceptance as pledge of
Cargotec's shares with unrestricted equity of the company and, 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. Both authorisations shall remain in
effect for a period of 18 months from the resolution by the general meeting and
they will supersede the previous ones.
The Annual General Meeting authorised the Board of Directors to decide on
donations to science, research and/or charity in the maximum amount of EUR
100,000. The authorisation is valid until the end of the next Annual General
Meeting.
The Annual General Meeting resolved 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. As part of the demerger resolution and
conditional upon the completion of the demerger, the Annual General Meeting
resolved on the incorporation of Kalmar Corporation and approval of its articles
of association.
Also as part of the demerger resolution and conditional upon the completion of
the demerger, the number of the Kalmar Board members was confirmed at seven (7).
Jaakko Eskola was elected as the Chair of the Board and Lars Engström, Marcus
Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen and Emilia Torttila-
Miettinen were elected as Board members of Kalmar Corporation.
The yearly remuneration of the Board of Directors of Kalmar Corporation was
confirmed 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. 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, the members of the Board of Directors
of Kalmar Corporation are 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 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.
As part of the demerger resolution and conditional upon the completion of the
demerger the audit firm Ernst & Young Oy was elected as Kalmar Corporation's
auditor and the authorised sustainability auditor Ernst & Young Oy was elected
as Kalmar Corporation's sustainability reporting assurance provider. The fees of
the auditors and the sustainability reporting assurance provider were decided to
be paid according to their invoices approved by Kalmar Corporation.
Also as part of the demerger resolution and conditional upon the completion of
the demerger, the Annual General Meeting resolved on the establishment of the
Shareholders' Nomination Board of Kalmar Corporation and adopted its' charter.
The meeting also approved the remuneration policy for governing bodies of Kalmar
Corporation.
As part of the demerger resolution and conditional upon the completion of the
demerger, the Annual General Meeting resolved on a decrease of share capital of
Cargotec Corporation from EUR 64,304,880.00 to EUR 20,000,000.00, and on the
dissolution of share premium reserve of Cargotec Corporation.
For further information, please contact:
Mikko Puolakka, Executive Vice President and CFO, tel. +358 20 777 4000
Outi Aaltonen, Senior Vice President, General Counsel, tel. +358 20 777 4000
Cargotec (Nasdaq Helsinki: CGCBV) enables smarter cargo flow for a better
everyday with its leading cargo handling solutions and services. Cargotec's
business areas Kalmar, Hiab and MacGregor are pioneers in their fields. Through
their unique position in ports, at sea and on roads, they optimise global cargo
flows and create sustainable customer value. Cargotec has signed the United
Nations Global Compact Business Ambition for 1.5C. The company's sales in 2023
totalled approximately EUR 4.6 billion and it employs around 11,300 people.
www.cargotec.com
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