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Invitation to the Extraordinary Shareholders’ Meeting of Cargotec Corporation

Stock Exchange Release Published 02/05/2005

The shareholders of Cargotec Corporation (Business ID 1927402-8) to be established in connection with the demerger of KONE Corporation (Business ID 0110139-9) are hereby summoned to the Extraordinary Shareholders’ Meeting to be held at the Finlandia Hall, address Mannerheimintie 13e, Helsinki, Finland on Tuesday, 12 July, 2005 at 2.00 p.m. Shareholder registration will begin at 1.00 p.m.
The meeting shall decide on the following matters:

1. Determination of Board of Directors

Cargotec Corporation’s Board of Directors, which was proposed in the Demerger Plan of KONE Corporation and chosen by the Extraordinary Shareholders’ Meeting of 17 December 2004, has announced that it will relinquish its duty and await election by the Extraordinary Shareholders Meeting to be called by Cargotec Corporation.
KONE Corporation’s Nomination Committee has proposed that the number of Board members in Cargotec Corporation be confirmed at six (6) and proposes that the members of the Board be Henrik Ehrnrooth, Tapio Hakakari, Antti Herlin, Ilkka Herlin, Peter Immonen and Karri Kaitue. The Nomination Committee has proposed that Cargotec Corporation’s Board of Directors will promote the election of Ilkka Herlin as Chairman of the Board and Henrik Ehrnrooth as Deputy Chairman.

2. Proposal to authorize the Board of Directors of Cargotec Corporation to decide to repurchase the Company´s own shares with assets distributable as profit as follows:

The Company´s own repurchased shares shall be used as compensation in possible acquisitions and in other arrangements as well as to develop the Company´s capital structure.
Altogether no more than 6,367,000 shares may be repurchased, of which no more than 952,000 are class A shares and 5,415,000 are class B shares, taking into consideration the provisions of the Companies Act regarding the maximum amount of own shares that the Company is allowed to possess. The proposed amount corresponds to nearly 10 per cent of the share capital of the Company and the total voting rights.
The class A shares shall be purchased in proportion to the existing shareholdings at the price equivalent to the average price of class B shares paid in the Helsinki Stock Exchange at the time of purchase. Any holder who wants to offer his class A shares to the Company must state his 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.
Class B shares shall be purchased at public trading in the Helsinki Stock Exchange at the market price. The purchase price will be paid to the shareholders according to rules of the Helsinki Stock Exchange and the rules of the Finnish Central Securities Depository Ltd. The shares are not repurchased in proportion to the holdings of the shareholders as they are purchased in public trading.
As the 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. The repurchase of shares decreases the free equity of the Company.
This authorization shall remain in effect for a period of one year from the date of decision of the Extraordinary Shareholders’ Meeting.

3. Proposal to authorize the Board of Directors of Cargotec Corporation to decide to distribute any shares repurchased by the Company as follows:

The authorization is limited to a maximum of 952,000 class A shares and 5,415,000 class B shares repurchased by the Company.
The Board of Directors is authorized to decide to whom and in which order the repurchased 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 repurchased shares may be used as compensation in acquisitions and in other arrangements 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 at public trading in the Helsinki Stock Exchange to be used as compensation in possible acquisitions.
The shares shall be distributed at least at the market price quoted for class B shares in the Helsinki Stock Exchange at the moment of their transfer.
This authorization shall remain in effect for a period of one year from the date of decision of the Extraordinary Shareholders’ Meeting.
Information
Documents concerning the proposals to repurchase and distribute the Company’s own shares may be inspected by the shareholders one week prior to the Extraordinary Shareholders’ Meeting at the Company headquarters at Sörnäisten rantatie 23, Helsinki and on the Company’s internet site www.cargotec.com. The Internet site will be opened on 1 June, 2005.
Right to participate
In order to take part in the Extraordinary Shareholders’ Meeting, shareholders must be registered in the shareholders’ register maintained by the Finnish Central Securities Depository by 1 July, 2005. Shareholders who have placed their shares in trust must temporarily re-register the shares in their own names by 1 July, 2005 in order to participate in the meeting. .
Notifying of participation
A shareholder who wishes to participate in the Extraordinary Shareholders’ Meeting must notify the Company not later than 4:00 p.m. on 7 July, 2005. Notification can be made by:

  • mail to: Cargotec Corporation, Share register, Sörnäisten rantatie 23, 00500 Helsinki, Finland;
  • telefax: + 358 20 455 4275;
  • telephone: +358 20 455 4284; or
  • e-mail to AGM@cargotec.com

Shareholders are also requested to notify the Company of any proxies for the Extraordinary Shareholders’ Meeting so that they are in the Company’s possession by 7 July, 2005.
Helsinki, 2 May, 2005
The Board of Directors

CV’s of the proposed Board members

Ilkka Herlin (b. 1959) has been the Chairman of the Board of Directors at WIP Asset Management Oy since 2000. Mr. Herlin was previously a member of the Board of Directors of KONE Corporation during 1990-2000 and the Managing Director of Security Trading Oy during 1987-2000. Mr. Herlin holds a Ph.D. degree.
Henrik Ehrnrooth (b. 1954) has been the Chairman of the Board of Directors at Jaakko Pöyry Group and Evox Rifa Group since 2003. He is also a member of the Board of Directors at Oy Forcit Ab and Otava Books and Magazines Group Ltd. Mr. Ehrnrooth was previously Chief Executive Officer of Jaakko Pöyry Group during 1995-1997. He was appointed member of the Board of Directors of Jaakko Pöyry Group in 1997 and served as Vice Chairman of the Board during 1997-2002. Mr. Ehrnrooth holds a M.Sc. (Forest Economics) and a B.Sc. (Econ.) degree.
Tapio Hakakari (b. 1953) has been secretary to the Board of Directors of KONE Corporation since 1998. He served KCI Konecranes Plc from 1994 to 1998 as Director Administration and prior to that worked for Kone Corporation during 1983-1994. Mr. Hakakari is the Managing Director of Security Trading Oy and Holding Manutas Oy. In addition, he is member of the Board of Directors in Security Trading Oy, Holding Manutas Oy, Etteplan Oyj, Martela Oyj and Consolis Oy Ab. Mr. Hakakari holds a Master of Laws degree.
Antti Herlin (b. 1956) has been the CEO of KONE Corporation since 1996 and Chairman of the Board of Directors of KONE Corporation since 2003. During 1996-2003 Mr. Herlin was the Vice Chairman of the Board of Directors. Mr. Herlin has been a member of the Board of Directors of KONE Corporation since 1991. Mr. Herlin is the Chairman of the Boards of Directors of Technology Industries of Finland, Security Trading Oy and Holding Manutas Oy. He is Deputy Chairman of the Board of Directors at Confederation of Finnish Industries. He is also a Deputy Chairman of the Supervisory Board of Ilmarinen Mutual Pension Insurance Company. In addition, he is a member of the Board of Directors of YIT Group. Mr. Herlin holds a D.Sc. (Econ.) H.C.
Peter Immonen (b.1959) has been Managing Director of WIP Asset Management Oy since 2002. He was previously Chairman of the Board of Directors at WIP Asset Management Oy during 1995-2001. Mr. Immonen is a member of the Board of Directors of eQ Fund Management Company Ltd. since 1998 and the vice chairman of the Board of Directors of the Finnish Shareholders Association since 1991. Mr. Immonen holds a M.Sc. (Econ.) degree.
Karri Kaitue (b. 1964) has been Deputy Chief Executive Officer of Outokumpu Group and Vice Chairman of the Group Executive Committee since 2005. Mr. Kaitue is a member of the Outokumpu Group Executive Committee since 2002. His responsibilities include commercial operations, Outokumpu Technology, portfolio businesses, strategy and corporate planning, business development, M&A and legal affairs, communications, investor relations and corporate social responsibility. He has been employed by Outokumpu Group since 1990. Mr. Kaitue holds a LL. Lic. degree.

Sender:
KONE Corporation
Tapio Hakakari
Director, Secretary to the Board of Directors
Minna Mars
Senior Vice President, Corporate Communications & IR
www.konecorp.com