General meeting

Kalmar’s General meeting is convened by the Board of Directors and can be held in the company’s domicile, Helsinki, Finland or as a remote meeting.

Shareholders exercise their decision-making power at General Meetings. The Annual General meeting (AGM) is held annually within six months of the closing of the financial period, on a day designated by the Board of Directors (Board). 

An extraordinary General meeting in respect of specific matters shall be held when considered necessary by the Board, or when requested in writing by a company auditor or by shareholders representing at least 10 percent of all the issued shares of the company.

The issues decided on by the AGM include the adoption of the financial statements, distribution of profit, granting of release from liability to the members of the Board of Directors and to the President and CEO, as well as the election of and remuneration payable to the members of the Board and auditor. The General meeting also has the right to amend the Articles of Association and make decisions and authorise the Board of Directors to make decisions on the acquisition of treasury shares, on share issues and on option programmes.

Notice of the General meeting is published as a stock exchange release and on Kalmar’s website. This notice includes the agenda for the meeting and instructions regarding registration and attendance. 

A proposal by the Nomination Board for the composition of the Board of Directors is included in the notice to the General Meeting. The same applies to a proposal for the composition of the Board of Directors made by shareholders with at least 10percent of the votes carried by the shares, provided that the candidates have given their consent to the election and the Company has received information of the proposal sufficiently in advance so that it may be included in the notice to the General Meeting. A proposal by the Board of Directors for the auditor of the company is published in connection with the notice to the General Meeting.

It is the company’s aim that all members of the Board and the President and CEO to be present at the General meeting, and that a candidate standing for the Board for the first time attend the General meeting deciding on the election, unless he or she has a substantive reason to be absent.

Shareholders' rights

Shareholders have the right to attend the General meeting if they have been entered into the register of shareholders at least eight working days before the meeting and if they have declared to the company their intention to attend in the manner specified in the notice of the General meeting. Holders of nominee-registered shares can also attend the General meeting by registering themselves in the register of shareholders on a temporary basis. 

A shareholder can attend the General meeting either in person, or via a representative authorised by the shareholder. A shareholder has the right to participate in the General Meeting only by means of a telecommunications connection and technical means, if he or she has announced that he or she will participate in this way and the notice mentions the binding nature of such a method of participation to be notified to the company.

Shareholders have the right to raise issues under the purview of the General meeting for consideration by the Meeting, if they so request in a written notification to the Board in good time for the matter to be included in the notice of the General meeting. The date, by which Kalmar’s Board of Directors must be notified of matters to be considered at the General meeting, is published annually on the company website. 

In the General meeting, all shareholders have the right to raise questions and propose resolutions regarding issues on the agenda.

Kalmar has two share classes, each with different voting rights. In the General meeting, each class A share carries one vote, as does each set of ten class B shares, with the provision that each shareholder is entitled to at least one vote.

Dividend

Shareholders registered in Kalmar’s shareholder register on the record date of the dividend payment are entitled to dividend. In dividend distribution, class B shares earn a higher dividend than class A shares. The difference between dividends paid on the two classes of shares is a minimum of one cent and a maximum of two and a half  cents.

According to Kalmar’s dividend policy, Kalmar aims for a dividend payout ratio of 30–50 percent per annum.

Annual General Meeting 2024 of Cargotec Corporation deciding on the demerger

The decision on the partial demerger of Cargotec was made by the Annual General Meeting of Cargotec on Thursday, 30 May 2024. The resolutions and the documents of the AGM are available on Cargotec’s website here.