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
4000Outi 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
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