CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 26 MARCH 2025 AT 3:30 PM (EET)
Decisions taken at Cargotec's Annual General Meeting 2025
Cargotec Corporation's Annual General Meeting was held today 26 March 2025 in Helsinki, Finland.
The Annual General Meeting approved that Article 1 of the Articles of Association is amended so that the company’s new name is Hiab Oyj and Hiab Corporation in English.
The Annual General Meeting approved a distribution of a dividend of EUR 1.19 per each class A share and a dividend of EUR 1.20 per each outstanding class B share be paid for the financial period ended 31 December 2024. The dividend shall be paid to a shareholder who on the record date of the dividend payment, 28 March 2025, is registered in the company’s shareholder register maintained by Euroclear Finland Ltd. The dividend payment day will be 4 April 2025.
The Annual General Meeting also authorised the Board of Directors to decide on an additional dividend in the amount of EUR 1.56 per each class A share and EUR 1.57 per each outstanding class B share. The payment of the additional dividend is subject to the closing of the sale of the MacGregor business to funds managed by Triton, as announced by the company on 14 November 2024. The Board of Directors intends to resolve on the additional dividend in its meeting scheduled for 29 September 2025. The company will separately publish resolutions of the Board of Directors on the dividend payment and confirm the record and payment dates in connection with such resolutions.
The meeting adopted the financial statements and consolidated financial statements and approved the remuneration policy and the remuneration report 2024. 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 2024.
The number of the Board members was confirmed at eight (8). Eric Alström, Raija-Leena Hankonen-Nybom, Ilkka Herlin, Jukka Moisio, Tuija Pohjolainen-Hiltunen, Ritva Sotamaa and Luca Sra were re-elected as Board members. Casimir Lindholm was elected as a new Board member, whose term of office will commence as of 1 April 2025, in accordance with his wish.
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; EUR 15,000 to the Chair of any other committee constituted by the Board, and EUR 5,000 to each member of any other committee constituted by the Board. 40 percent of the yearly remuneration will be paid in the company's class B shares and the rest in cash. The company will pay any costs and transfer tax related to the purchase of company 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 from the member’s residence, a meeting fee of EUR 2,000 per meeting for meetings held in a different country from the member’s residence and EUR 1,000 per meeting for meetings held in the member’s country of residence or attended remotely. 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 assurance audit firm Ernst & Young Oy as the sustainability reporting assurance provider. The fees to the auditors and sustainability reporting assurance providers were decided to be paid according to an invoice approved by the company.
The following proposed amendments to the Articles of Association were approved by the by the Annual General Meeting:
Article 2 is amended to include certain digital services into the line of business of the company, in addition to the current description of the company’s line of business.
Article 5 is amended to state that the company’s Board of Directors comprises a minimum of five (5) and maximum of ten (10) members. Additionally, Article 5 is amended to exclude that the Board of Directors elects the Chair and the Vice Chair from among its members.
Article 9 is amended to state that the company has one (1) auditor, to clarify the term of office of the auditor, and to include appointment and term of office of the sustainability reporting assurance provider.
Article 12 is amended to include handling of the remuneration policy, approval of the remuneration report, and resolving upon the election of the sustainability reporting assurance provider and their remuneration, in addition to the items currently included in Article 12. Additionally, Article 12 is amended to correspond with the abovementioned amendment to Article 9 whereby the company only has one (1) auditor.
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 the company’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 approved the establishment of a Shareholders’ Nomination Board and that its charter is adopted. The Shareholders’ Nomination Board is 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 will consist of four (4) members. The members of the Nomination Board will 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 the company are determined based on the shareholders’ register of the company as per the situation on the first banking day of June each year.
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.
For further information, please contact: Mikko Puolakka, Executive Vice President and CFO, tel. +358 20 777 4000 Taina Tirkkonen, Executive Vice President, General Counsel (as of 1 April), tel. +358 20 777 4000
Cargotec’s (Nasdaq Helsinki: CGCBV) Hiab business is a leading provider of smart and sustainable on road load-handling solutions, committed to delivering the best customer experience every day with the most engaged people and partners. The company's continuing operations sales in 2024 totalled approximately EUR 1.6 billion and it employs over 4,000 people. www.cargotec.com
