Cargotec Corporation, Stock Exchange Release, January 17, 2007 at 9.30 a.m.
Finnish time
Invitation to Cargotec Corporation's Annual General Meeting
The shareholders of Cargotec Corporation are hereby summoned to the Annual
General Meeting to be held at the Marina Congress Center, address
Katajanokanlaituri 6, Helsinki, Finland on Monday, February 26, 2007 at 3:00 p.m.
Shareholder registration will begin at 2:00 p.m.
The meeting shall handle the following matters pertaining to the Annual General
Meeting and other matters:
1. Financial statements and consolidated financial statements for the accounting
period January 1 - December 31, 2006
2. Auditor's report
3. Approval of the financial statements and consolidated financial statements
4. Distribution of profit
The Board of Directors' proposal for distribution of dividends will be published
on January 30, 2007.
5. Granting of discharge from liability to the chairman and members of the Board
of Directors and the President and CEO
6. The number of members of the Board of Directors and possible deputy members
The Nomination and Compensation Committee proposes that the number of Board
members be six (6) and that no deputy members be elected.
7. Remuneration payable to the members of the Board of Directors
The Nomination and Compensation Committee proposes that a monthly remuneration of
EUR 5,000 be paid for the Chairman, EUR 3,500 for the Deputy Chairman, and EUR
2,500 for the other Board members. In addition, members are proposed to receive
EUR 500 for attendance at Board and Committee meetings.
8. Election of the members and possible deputy members of the Board
The Nomination and Compensation Committee proposes that Carl-Gustaf Bergström,
Henrik Ehrnrooth, Tapio Hakakari, Ilkka Herlin, Peter Immonen and Karri Kaitue be
re-elected to the Board of Directors.
9. The number of Auditors
The Audit Committee proposes that two auditors be elected.
10. Auditor remuneration
The Audit Committee proposes that the fees to the auditors be paid according to
invoice.
11. Election of the Auditors
The Audit Committee proposes that authorized public accountants Johan Kronberg
and PricewaterhouseCoopers Ltd be re-elected.
12. Proposal by the Board of Directors to authorize the Board of Directors to
decide to repurchase Cargotec's own shares
The Board of Directors proposes that the Annual General Meeting authorizes the
Board to decide on repurchasing of own shares with assets distributable as
profit. The shares may be repurchased in order to develop the capital structure
of the Company, finance or carry out possible acquisitions, implement the
Company's share-based incentive plans, or to be transferred for other purposes or
to be cancelled. The shares may be purchased through a private offering as
defined in Finnish Companies Act, Chapter 15 § 6.
Altogether no more than 6,400,000 own shares may be repurchased, of which no more
than 952,000 are class A shares and 5,448,000 are class B shares. The above-
mentioned amounts include the 704,725 class B shares already in the Company's
possession. The proposed maximum amount corresponds to less than 10 percent of
the share capital of the Company and the total voting rights. The repurchase of
shares will decrease the non-restricted equity of the Company.
This authorization shall remain in effect for a period of 18 months from the date
of decision of the Annual General Meeting.
13. Proposal by the Board of Directors to authorize the Board of Directors to
decide to distribute own shares held by Cargotec
The Board of Directors proposes that the Annual General Meeting authorizes the
Board to decide on distribution of a maximum of 952,000 class A shares and
5,448,000 class B shares. The Board of Directors will be authorized to decide to
whom and in which order the shares will be distributed. The Board of Directors
may decide on the distribution of repurchased shares otherwise than in proportion
to the existing pre-emptive right of shareholders to purchase the Company's own
shares.
The shares may be used as compensation in acquisitions and in other arrangements
as well as to implement the Company's share-based incentive plans in the manner
and to the extent decided by the Board of Directors. The Board of Directors has
also the right to decide on the distribution of the shares in public trading at
the Helsinki Stock Exchange to be used as compensation in possible acquisitions.
This authorization shall remain in effect for a period of 18 months from the date
of decision of the Annual General Meeting.
Information
Cargotec's financial statements and the proposals by the Board of Directors are
available to shareholders for review one week prior to the Annual General Meeting
at Cargotec headquarters at Sörnäisten rantatie 23, Helsinki and on the Company's
internet site at www.cargotec.com. Copies of the documents will be sent to
shareholders upon request, and they will also be available at the Meeting.
Right to participate
In order to take part in the Annual General Meeting, shareholders must be
registered in the shareholders' register maintained by the Finnish Central
Securities Depository by February 16, 2007 and give a notice to Cargotec to
attend the meeting by 4:00 p.m. on February 21, 2007. Shareholders who have
placed their shares in trust must temporarily re-register the shares in their own
name by February 16, 2007 in order to participate in the Meeting.
Notification of participation
Shareholders who wish to attend the Meeting must notify Cargotec no later than
4:00 p.m. on February 21, 2007. Notification can be made via the following ways:
. on Cargotec's internet pages at www.cargotec.com;
. by mail: Cargotec Corporation, Share register, P.O. Box 61, 00501 Helsinki,
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 the
Annual General Meeting so that the proxies are in the Company's possession by
February 21, 2007.
Helsinki, January 16, 2007
The Board of Directors
ATTACHMENT 1
Proposal by the Board of Directors to authorize the Board to decide to repurchase
Cargotec shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide on repurchasing of own shares with assets distributable as
profit. The shares may be repurchased in one or several lots. The shares may be
repurchased in order to develop the capital structure of the Company, finance or
carry out possible acquisitions and other arrangements, implement the Company's
share-based incentive plans, to be transferred for other purposes, or to be
cancelled.
The authorization is proposed to amount to a maximum of 6,400,000 own shares, of
which no more than 952,000 are class A shares and 5,448,000 are class B shares.
The above-mentioned amounts include the 704,725 class B shares already in the
Company's possession. The proposed maximum amount corresponds to less than 10 per
cent of the share capital of the Company and the total voting rights.
The proposed minimum consideration paid for the shares to be repurchased under
the authorization shall be EUR 0 and the maximum consideration EUR 100, within
which the Board of Directors is authorized to repurchase own shares.
The authorization for repurchases is proposed to be carried out, as resolved by
the Board of Directors, either
1) through a tender offer made to all holders of class A and B shares on equal
terms determined by the Board in proportion to the existing holdings of the
holders of each class of shares and for a price determined by the Board; or
2) by
. repurchasing the class A shares in proportion to the existing holdings of
the shareholders at the price equivalent to the average price of class B shares
paid in the Helsinki Stock Exchange at the date of purchase. Any holder offering
class A shares to the Company must state this intention in writing to the Board
of Directors. The Company may deviate from the obligation of purchasing shares in
proportion to the shareholding if all the holders of class A shares give their
permission.
. repurchasing the class B shares through public trading, in which case the
shares would be repurchased in proportion other than that of holdings of the
shareholders. The Company may enter into derivative, stock lending or other
arrangements customary in capital markets within the limits set by law and other
regulations. The purchase price shall be based on the market price of Cargotec's
share in public trading. The repurchases shall be carried out according to rules
and regulations of the Helsinki Stock Exchange.
The Board of Directors may not implement the authorization to repurchase shares
if after the purchase Cargotec or its subsidiary would possess or have as a
pledge more than ten percent of all shares of the Company.
The repurchase of shares decreases the non-restricted equity of the Company.
As the class B shares are to be purchased in public trading, no information on
the effect on the shareholding and the division of voting rights is available
before the purchase.
This authorization is proposed to remain in effect for a period of 18 months from
the date of decision of the Annual General Meeting.
ATTACHMENT 2
Proposal by the Board of Directors to authorize the Board to decide to distribute
Cargotec shares held by the Company
The Board of Directors proposes that the Annual General Meeting authorizes the
Board to decide on distribution of a maximum of 952,000 class A shares and
5,448,000 class B shares. The amount of shares covered by the authorization is
less than 10 per cent of the share capital of the Company and the total voting
rights. The shares may be distributed in one or more lots. The amount of shares
distributed shall not exceed the amount of shares that may be repurchased
according to the authorization given to the Board by the Annual General Meeting.
The authorization is proposed to include the right for the Board to decide to
whom and in which order the shares will be distributed as compensation in
connection with acquisitions or in other arrangements or for personnel incentive
purposes. The Board of Directors has also the right to decide on the disposal of
the shares in public trading in the Helsinki Stock Exchange for use as
compensation in possible acquisitions.
The authorization is also proposed to cover the right to decide on the
distribution of shares otherwise than in proportion to the existing pre-emptive
right of shareholders to purchase the Company's own shares, on condition that the
distribution of shares is based on important financial grounds from the Company's
point of view, such as financing or implementing acquisitions or other
arrangements as well as personnel incentive plans.
Furthermore, the authorization is proposed to include the right to decide on the
price of the shares and the terms and conditions on which the price is
determined, as well as on distribution of shares against consideration in kind or
against acquiring assets.
This authorization shall remain in effect for a period of 18 months from the date
of decision of the Annual General Meeting.
Sender:
Cargotec Corporation
Kari Heinistö Eeva Mäkelä
Senior Executive Vice President and CFO SVP, Investor Relations and
Communications
Cargotec Corporation is the world's leading provider of cargo handling solutions,
which are used in local transportation, terminals, ports, distribution centers,
and ships. Cargotec's operations are divided into three strong, global business
areas: Hiab, Kalmar, and MacGREGOR, each of which is the market leader in its own
segment. In 2005 Cargotec's net sales exceeded EUR 2.3 billion. The company
employs some 8,000 people and has activities in more than 160 countries.
Cargotec's class B shares are listed on the Helsinki Stock Exchange.
www.cargotec.com