Cargotec corporation: Notice to annual general meeting 2024

CARGOTEC CORPORATION, STOCK EXCHANGE RELEASE, 8 APRIL  2024 AT 3:30 PM (EEST)

CARGOTEC CORPORATION: NOTICE TO ANNUAL GENERAL MEETING 2024

Notice is given to the shareholders of Cargotec Corporation to the Annual General Meeting to be held on Thursday 30 May 2024 at 1:00 p.m. (EET) at Little-Finlandia, Karamzininranta 4, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12:00 noon (EET).

Shareholders may also exercise their shareholder rights by voting in advance. Instructions for advance voting are provided in section C of this notice.

Shareholders may also submit questions, as referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, with respect to matters to be considered at the meeting in writing before the General Meeting. Instructions for submitting written questions are provided in section C of this notice.

The Annual General Meeting may be followed via a webcast. Instructions for following the webcast are available on the company’s website at www.cargotec.com/agm. It is not possible to ask questions, make counterproposals, otherwise address the meeting or vote via the webcast, and following the meeting via webcast is not considered as participation in the General Meeting or as exercise of the shareholders’ rights.

A. Matters on the agenda of the General Meeting

Information and proposals concerning the formal organisational matters in agenda items 1 to 5 are included in a separate organisational document published on the company's website at www.cargotec.com/agm. This document also constitutes a part of this notice to the General Meeting. The document may be supplemented at the meeting with such information that is not available before the Annual General Meeting.

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of person to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the Board of Directors' report and the auditor's report for the financial period 2023

Review by the President and CEO

The financial statements, the Board of Directors’ report and the auditor’s report are available on the company's website at www.cargotec.com/agm.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the General Meeting that 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 Board of Directors proposes that the dividend be paid on 10 June 2024.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Presentation of the remuneration report for governing bodies

The remuneration report for governing bodies is available on the company's website at www.cargotec.com/agm.

11. Presentation of the remuneration policy for governing bodies

The remuneration policy for governing bodies is available on the company's website at www.cargotec.com/agm.

12. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes, in accordance with the recommendation of the Nomination and Compensation Committee, that yearly remuneration be paid to the Board members 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.
  
  

According to the proposal, 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.

In addition, it is proposed that the members of the Board of Directors 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.

The Board of Directors further proposes that 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.

13. Resolution on the number of members of the Board of Directors

The Board of Directors proposes, in accordance with the recommendation of the Nomination and Compensation Committee, that the number of Board members elected is seven (7). However, should any number of the candidates proposed by the Board of Directors for any reason not be available at the General Meeting for election to the Board of Directors, the proposed number of Board members shall be decreased accordingly.

14. Election of the members of the Board of Directors

The Board of Directors proposes, in accordance with the recommendation of the Nomination and Compensation Committee that Raija-Leena Hankonen-Nybom, Ilkka Herlin and Ritva Sotamaa, current members of the Board of Directors, are re-elected as Board members, and that Eric Alström, Jukka Moisio, Tuija Pohjolainen-Hiltunen and Luca Sra are elected as new Board members.

Should any of the candidates presented above for any reason not be available at the General Meeting for election to the Board of Directors, the remaining available candidates are proposed to be elected in accordance with the proposal by the Board of Directors.

Jaakko Eskola, Teresa Kemppi-Vasama, Tapio Kolunsarka, Johanna Lamminen and Kaisa Olkkonen have informed that they are not available for re-election.

As regards the selection procedure for the members of the Board of Directors, the Nomination and Compensation Committee recommends that shareholders take a position on the proposal as a whole at the General Meeting. In addition to ensuring that individual candidates for membership of the Board of Directors possess the required competences, the Nomination and Compensation Committee has evaluated that the proposed Board of Directors as a whole has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.        

All proposed candidates are independent of the company and, with the exception of Ilkka Herlin, independent of its significant shareholders. Further information on proposed Board member candidates is available on the company’s website at www.cargotec.com/agm.

15. Resolution on the remuneration of the auditors

The Board of Directors proposes, in accordance with the recommendation of the Audit and Risk Management Committee, that the auditors’ fees be paid according to an invoice approved by the company.

16. Resolution on the number of auditors

The Board of Directors proposes, in accordance with the recommendation of the Audit and Risk Management Committee, that one (1) auditor be elected for the company.

17. Election of the auditors

The Board of Directors proposes, in accordance with the recommendation of the Audit and Risk Management Committee, that audit firm Ernst & Young Oy be re-elected as the company’s auditor. Ernst & Young Oy has notified that Heikki Ilkka would act as the responsible auditor.

18. Resolution on the remuneration of the sustainability reporting assurance provider

The Board of Directors proposes, in accordance with the recommendation of the Audit and Risk Management Committee, that the sustainability reporting assurance provider’s fees be paid according to an invoice approved by the company.

19. Election of the sustainability reporting assurance provider

In accordance with the EU Corporate Sustainability Reporting Directive (CSRD) and national legislation related thereto, Cargotec Corporation will prepare its first sustainability report for the financial year 2024.

The Board of Directors proposes, in accordance with the recommendation of the Audit and Risk Management Committee, that authorised sustainability auditor Ernst & Young Oy be elected as the sustainability reporting assurance provider in accordance with Chapter 7, Section 6a of the Finnish Limited Liability Companies Act. Ernst & Young Oy has notified that Heikki Ilkka would act as the responsible sustainability reporting assurance provider.

20. Partial demerger of Cargotec Corporation

The Board of Directors of Cargotec Corporation proposes to the General Meeting that the General Meeting resolves 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 and approves the demerger plan so that, as part of the demerger resolution, the Annual General Meeting resolves as a whole on the matters presented below conditional upon the completion of the demerger. The demerger plan is available on the company’s website at www.cargotec.com/agm.

Pursuant to the demerger plan, Cargotec Corporation will demerge by way of a partial demerger so that all assets, debts and liabilities of Cargotec Corporation relating to the Kalmar business area or mainly serving the Kalmar business area of Cargotec Corporation shall be transferred without a liquidation procedure to Kalmar Corporation, a company to be incorporated in the demerger.

The purpose of the partial demerger of Cargotec Corporation is to carry out the separation of Cargotec Corporation’s current core businesses Kalmar and Hiab into two standalone companies. The planned effective date of registration of the completion of the demerger shall be 30 June 2024 (the “Effective Date”). The actual Effective Date may change from said planned date in accordance with the demerger plan.

Despite the resolution of the General Meeting, the Board of Directors of Cargotec Corporation may, at any time prior to the completion of the demerger, resolve not to complete the demerger if the Board of Directors considers that the completion would no longer be in the best interest of the company and its shareholders due to a change in circumstances.

In accordance with the demerger plan, the shareholders of Cargotec Corporation shall receive as demerger consideration one (1) new share of the corresponding share class (i.e., class A or class B) of Kalmar Corporation for each class A and class B share owned in Cargotec Corporation, that is, the demerger consideration shall be issued to the shareholders of Cargotec Corporation in proportion to their existing shareholding with a ratio of 1:1. The demerger consideration shall be distributed through the book-entry securities system maintained by Euroclear Finland Ltd automatically, and no action is required from the shareholders of Cargotec Corporation in relation thereto.

Kalmar Corporation shall apply for the listing of all its class B shares primarily on the official list of Nasdaq Helsinki. The trading in Kalmar Corporation’s shares on Nasdaq Helsinki shall begin on the Effective Date or as soon as reasonably possible thereafter.

As part of the demerger resolution, the Annual General Meeting shall decide on the following matters conditional upon the completion of the demerger:

a) The incorporation of Kalmar Corporation and approval of its articles of association

The receiving company in the demerger is incorporated in connection with the registration of the completion of the demerger. It has been proposed that the trade name of the company be Kalmar Corporation (in Finnish Kalmar Oyj), and the company’s proposed articles of association are included in full as an appendix to the demerger plan.

The proposed articles of association of Kalmar Corporation are, to the extent applicable, based on the current articles of association of Cargotec Corporation.

b) The number of the members of the Board of Directors, election of the members of the Board of Directors and the auditor of Kalmar Corporation as well as their remuneration

According to the proposed articles of association of Kalmar Corporation, the Board of Directors of Kalmar Corporation comprises a minimum of five (5) and a maximum of ten (10) members. The Board of Directors of Cargotec Corporation proposes to the General Meeting that the number of Board members elected be seven (7).

The Board of Directors of Cargotec Corporation proposes to the General Meeting that Jaakko Eskola be elected as the Chair of the Board and Lars Engström, Marcus Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen and Emilia Torttila-Miettinen be elected as Board members of Kalmar Corporation. Contrary to what was informed in the demerger plan, the Board of Directors of Cargotec Corporation is not proposing Tapio Kolunsarka to be elected as Board member of Kalmar Corporation as he has informed that he is not available for the position. The term of office of the Board members shall commence on the Effective Date and expire at the end of the first Annual General Meeting of Kalmar Corporation following the Effective Date.

The Board of Directors of Cargotec Corporation proposes to the General Meeting that yearly remuneration be paid to the Board members of Kalmar Corporation 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.
  
  

According to the proposal, 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, it is proposed that the members of the Board of Directors of Kalmar Corporation 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.

The Board of Directors of Cargotec Corporation further proposes that 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.

Based on the proposed articles of association of Kalmar Corporation, Kalmar Corporation has one (1) auditor which must be an audit firm approved by the Finnish Patent and Registration Office. The Board of Directors of Cargotec Corporation proposes to the General Meeting that audit firm Ernst & Young Oy be elected as Kalmar Corporation’s auditor. Ernst & Young Oy has notified that Kristina Sandin would act as the responsible auditor.

The Board of Directors of Cargotec Corporation proposes to the General Meeting that the auditor’s fees be paid according to an invoice approved by Kalmar Corporation.

c) Decrease of share capital and dissolution of share premium reserve of Cargotec Corporation

The share capital of Cargotec Corporation is proposed to be decreased in connection with the demerger from EUR 64,304,880.00 to EUR 20,000,000.00. The amount by which the share capital of Cargotec Corporation is decreased shall, in whole or in part, be used to distribute funds to Kalmar Corporation.

It is also proposed that the share premium reserve of Cargotec Corporation of EUR 97,992,301.08 is dissolved and that the amount corresponding to the share premium reserve to be dissolved shall, in whole or in part, be used to distribute funds to Kalmar Corporation as further described in the demerger plan.

d) The establishment of the Shareholders’ Nomination Board of Kalmar Corporation

The Board of Directors of Cargotec Corporation proposes to the General Meeting that a Shareholders’ Nomination Board be established for Kalmar Corporation and that its Charter is adopted.

The Shareholders’ Nomination Board of Kalmar Corporation would be 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 is established until further notice until otherwise decided by the General Meeting.

The Shareholders’ Nomination Board of Kalmar Corporation would consist of four (4) members. The members of the Nomination Board would 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 Kalmar Corporation are determined based on the shareholders’ register of Kalmar Corporation as per the situation on the first banking day of June each year.

The composition, tasks and activities of the Shareholders’ Nomination Board of Kalmar Corporation are defined in more detail in its proposed Charter that is available on Cargotec Corporation’s website at www.cargotec.com/agm.

e) Approval of the remuneration policy for governing bodies of Kalmar Corporation

Kalmar Corporation’s remuneration policy for governing bodies is available on Cargotec Corporation’s website at www.cargotec.com/agm. The resolution of the General Meeting is advisory.

f) Resolution on the remuneration of Kalmar Corporation’s sustainability reporting assurance provider

The Board of Directors of Cargotec Corporation proposes to the General Meeting that the sustainability reporting assurance provider’s fees be paid according to an invoice approved by Kalmar Corporation.

g) Election of Kalmar Corporation’s sustainability reporting assurance provider

The Board of Directors of Cargotec Corporation proposes to the General Meeting that authorised sustainability auditor Ernst & Young Oy be elected as Kalmar Corporation’s sustainability reporting assurance provider in accordance with Chapter 7, Section 6a of the Finnish Limited Liability Companies Act. Ernst & Young Oy has notified that Kristina Sandin would act as the responsible sustainability reporting assurance provider.

Resolutions conditional upon the completion of the demerger will enter into force in connection with the registration of the completion of the demerger.

21. Authorising the Board of Directors to decide on repurchase and/or on the acceptance as pledge of the company's own shares

The Board of Directors proposes to the General Meeting that the General Meeting authorise the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares as follows:

A maximum of 6,400,000 shares in the company may be repurchased and/or accepted as pledge on the basis of the authorisation, of which no more than 952,000 are class A shares and 5,448,000 are class B shares. The shares acquired on the basis of the authorisation may only be purchased with unrestricted equity of the company.

The purchase price of class A and class B shares shall be based on the market price of class B share formed in public trading on Nasdaq Helsinki Ltd on the date of purchase: the lowest market price of the company’s class B share quoted in public trading during the authorisation period shall be the minimum consideration and the highest market price quoted during the authorisation period shall be the maximum consideration. The shares may be repurchased and/or accepted as pledge through a directed purchase as defined in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act.

The authorisation cancels the authorisation given by the Annual General Meeting on 23 March 2023 to decide on the repurchase and/or acceptance as pledge of the company’s own shares. The authorisation is effective until the end of the next Annual General Meeting, however no longer than 18 months.

22. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

The Board of Directors proposes to the General Meeting that the General Meeting authorise the Board of Directors 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, as follows: the number of shares to be issued based on this authorisation in one or more instalments shall not exceed 952,000 class A shares and 5,448,000 class B shares. The authorisation covers both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights provided that the issuance is based on weighty financial reasons. The Board of Directors is authorised to decide on all conditions of the issuance of shares and of special rights entitling to shares.

The authorisation cancels the authorisation given by the Annual General Meeting on 23 March 2023 to decide on the issuance of shares as well as special rights entitling to shares. The authorisation is effective until the end of the next Annual General Meeting, however no longer than 18 months.

23. Authorising the Board of Directors to decide on donations

The Board of Directors proposes to the General Meeting that the General Meeting authorise the Board of Directors to decide on donations to science, research and/or charity in the maximum amount of EUR 100,000. Donations may be made in one or more instalments. The Board of Directors may decide on the recipients and amounts of donations. The authorisation is valid until the end of the next Annual General Meeting.

24. Closing of the meeting

B. Documents of the General Meeting

This notice, which contains all proposals for resolutions on the matters on the agenda of the General Meeting, is available on Cargotec Corporation’s website at www.cargotec.com/agm. Cargotec Corporation’s financial statements, the Board of Directors’ report and the auditor’s report, as well as the organisational document, the remuneration report and remuneration policy and proposal for Kalmar Corporation’s Charter of Shareholders’ Nomination Board and Kalmar Corporation’s remuneration policy are also available on the abovementioned website on 9 April 2024 at the latest. The proposals for resolutions and the other abovementioned documents will also be available at the General Meeting. A copy of these documents will be sent to shareholders upon request. The minutes of the General meeting will be available on the company’s website no later than on 13 June 2024.

C. Instructions for the participants of the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder who, on the record date of the General Meeting 20 May 2024, is registered in the shareholders’ register of the company held by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the company. Changes in shareholding after the record date of the General Meeting do not have any impact on the right to participate in the General Meeting nor on the number of votes.

Registration for the General Meeting will commence on 9 April 2024 at 12:00 noon (EET). A shareholder who is registered in the shareholders’ register of the company and who wishes to participate in the General Meeting shall register for the meeting no later than by 23 May 2024 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the meeting may be made:

a) on the company’s website at www.cargotec.com/agm;

Electronic registration requires strong authentication of the shareholder or their legal representative or proxy representative with Finnish, Swedish or Danish bank ID or mobile certificate.

b) by e-mail to agm@innovatics.fi; or

c) by mail to Innovatics Ltd, Annual General Meeting / Cargotec Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Shareholders registering by mail shall submit the registration form and possible advance voting form available on the company's website at www.cargotec.com/agm or corresponding information in their notice.

In connection with the registration, a shareholder is required to provide the requested information such as their name, birth date or business identity code, contact details, the name of a proxy representative or assistant, if any, and the birth date of a proxy representative. The personal data given to Cargotec Corporation by shareholders is only used in connection with the General Meeting and with the processing of related necessary registrations. For further information on the handling of personal data, please visit the company’s website at www.cargotec.com/agm.

A shareholder, and their authorised representative or proxy representative, if any, shall be able to prove their identity and/or right of representation at the General Meeting upon request.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon (EET) and from 1:00 p.m. to 4:00 p.m. (EET).

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the record date of the General Meeting 20 May 2024. In addition, the right to participate in the General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by 27 May 2024 at 10:00 a.m. (EET). With regard to nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not have any impact on the right to participate in the General Meeting nor on the number of votes.

A holder of nominee-registered shares is advised to request necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and voting instructions, registration for the General Meeting and, if needed, the advance voting from their custodian bank without delay. The account management organisation of the custodian bank shall temporarily register the holder of nominee-registered shares, who wishes to participate in the General Meeting, in the shareholders’ register of the company by the abovementioned date at the latest, and, if needed, take care of the advance voting on behalf of the holder of nominee-registered shares within the registration period applicable to nominee-registered shareholders.

Further information will also be available on the company’s website at www.cargotec.com/agm.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise its rights at the meeting by way of proxy representation. A shareholder’s proxy representative may also vote in advance in the manner described in this notice.

The proxy representative must use their personal strong electronic authentication when registering through the electronic registration service, after which they will be able to register and vote in advance on behalf of the represented shareholder. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorisations service which is in use in the electronic registration service.

Proxy and voting instruction templates are available on the company’s website at www.cargotec.com/agm. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, separate proxy documents for each book-entry account shall be provided and the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered primarily as an attachment in connection with the electronic registration, or by mail to Innovatics Ltd, Annual General Meeting / Cargotec Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the expiry of the registration period. In addition to delivering the proxy documents, the shareholder or its proxy representative shall also register for the General Meeting in the manner set out above in this notice.

4. Voting in advance

Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the General Meeting during the period from 9 April 2024 at 12:00 noon (EET) until on 23 May 2024 at 4:00 p.m. (EET) in the following ways:

a) on the company’s website at www.cargotec.com/agm; or

Advance voting requires that the shareholder or their statutory representative or proxy representative uses strong electronic authentication with Finnish, Swedish or Danish bank ID or mobile certificate.

b) by submitting the advance voting form available on the company’s website or corresponding information to Innovatics Ltd by e-mail to agm@innovatics.fi or by mail to Innovatics Ltd, Annual General Meeting / Cargotec Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

The advance votes must be received by Innovatics Ltd before the expiry of the advance voting period. Submission of the votes before the expiry of the registration and advance voting period in this manner constitutes due registration for the General Meeting, provided that they contain the abovementioned information required for the registration.

A shareholder who has voted in advance cannot request information under the Finnish Limited Liability Companies Act or request a vote at the General Meeting if they or their proxy representative is not present at the General Meeting venue.

With regard to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee-registered shares.

A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting.

5. Other instructions and information

The General Meeting is conducted in Finnish. The meeting will be simultaneously interpreted into English.

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting. Shareholders may also submit questions, as set out in the Finnish Limited Liability Companies Act, on the matters to be considered at the General Meeting before the meeting up until 23 May 2024 by submitting such questions in connection with the electronic registration. The company’s management will answer such questions submitted in writing in advance at the General Meeting.

On the date of this notice 8 April 2024, the total number of Cargotec Corporation’s class A shares is 9,526,089 and the total number of class B shares is 55,182,079. Pursuant to the articles of association, each class A share represents one vote and each full set of ten class B shares represents one vote, however, each shareholder has a minimum of one vote. On the date of this notice, the company holds a total of 384,050 of its own class B shares that do not carry a right to participate in the Annual General Meeting. Changes in shareholding after the record date of the General Meeting do not have any impact on the right to participate in the General Meeting nor on the number of votes.

Coffee will be served after the meeting.

In Helsinki, 8 April 2024

Cargotec Corporation

Board of Directors