Decisions taken at Cargotec's Annual General Meeting 2024
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 1.5°C. The company's sales in 2023 totalled approximately EUR 4.6 billion and it employs around 11,300 people. www.cargotec.com
