Cramo Oyj Company announcement 23 April 2008, at 3.05 pm Finnish time (GMT+2)
RESOLUTIONS OF CRAMO PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The annual general meeting of the shareholders of Cramo Plc was held in Helsinki
on Wednesday, 23 April 2008.
1. MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING
The annual general meeting adopted the consolidated financial statements and the
parent company's financial statements for the financial year 2007 and discharged
the members of the board of directors and the CEO from liability. The annual
general meeting approved the board's proposal to pay a dividend of EUR 0.65 per
share. The record date for dividend payment will be 28 April 2008 and the
dividend will be paid on 6 May 2008.
The number of the members of the board of directors was confirmed as seven (7)
ordinary members. Subject to their consent, the following members of the board
of directors were re-elected: Mr. Stig Gustavson, Mr. Gunnar Glifberg, Mr. Eino
Halonen, Mr. Hannu Krogerus, Mr. Esko Mäkelä and Mr. Juhani Nurminen. Mr.
Fredrik Cappelen was elected as the new member of the board of directors.
The remuneration of the board of directors was confirmed as follows: the
chairman of the board of directors shall be paid EUR 60,000 per year, the deputy
chairman of the board of directors EUR 40,000 per year, and the other members of
the board of directors EUR 30,000 per year. 40 per cent of the remuneration
shall be paid in shares of Cramo Plc and 60 per cent shall be paid in cash.
However, the remuneration for the non-Finnish members of the board of directors
can be paid fully in cash. In addition, an attendance fee of EUR 1,000 will be
paid for attendance at each meeting of the Audit Committee and the Nomination
and Compensation Committee. Reasonable travel expenses will be refunded in
accordance with an invoice.
APA Tomi Englund and the firm of authorized public accountants Ernst & Young Oy,
which has appointed APA Erkka Talvinko as the responsible auditor were appointed
as the company's auditors to serve for a term ending at the end of the next
annual general meeting.
2. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF OWN
SHARES
The annual general meeting of the shareholders authorized the board of directors
to decide on the acquisition of a maximum 3.066.000 company's own shares in one
or several tranches. The company, together with its subsidiaries, cannot at any
time own more than 10 per cent of all its registered shares.
The shares are to be acquired in public trading and such acquisition will
therefore be carried out as a directed acquisition. The acquisitions of own
shares will be carried out through the OMX Nordic Exchange (Helsinki) in
compliance with its rules and guidelines. The consideration paid for own shares
must be based on the share's price as it is quoted in public trading. The
minimum consideration thus corresponds to the lowest price quoted for the share
in public trading and the maximum consideration, correspondingly, to the highest
price quoted for it within the validity period of this authorization.
The board of directors shall decide on other terms for the acquisition of the
company's own shares. Derivatives may be used in the acquisition of own shares,
inter alia.
Own shares may be acquired using the company's unrestricted equity only.
Therefore, the acquisition of own shares reduces the company's distributable
unrestricted equity.
The authorization shall be in force until the next annual general meeting,
however, not later than until 23 September 2009.
3. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE TRANSFER OF TREASURY
SHARES
The annual general meeting of the shareholders authorized the board of directors
to decide on the transfer of a maximum 3.066.000 treasury shares in one or
several tranches. The board of directors shall decide on other terms for the
transfer of the company's treasury shares.
The transfer of the treasury shares may be carried out as a directed share
issue, provided that there is weighty financial reason for the company to do so.
The board of directors can act on this authorization in order to grant option
rights and special rights entitling to shares, pursuant to chapter 10 of the
Companies Act. However, under this authorization, the board of directors is not
authorized to resolve upon the personnel option plan.
The authorization shall be in force until the next annual general meeting,
however, not later than until 23 September 2009.
4. AUTHORISZATION OF THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE AND ISSUING
SPECIAL RIGHTS ENTITLING TO SHARES
The annual general meeting of the shareholders authorized the board of directors
to decide on a share issues and option rights, convertible bonds and other
special rights entitling to shares, pursuant to chapter 10 (1) of the Companies
Act.
Under the authorization a maximum of 6,132,000 new shares of the company can be
issued in one or several tranches.
Under the authorization the board of directors is authorized to resolve upon
issuing new shares to the company itself. However, the company, together with
its subsidiaries, cannot at any time own more than 10 per cent of its registered
shares. The shares issued to the company itself can, among other things, be
transferred under the authorization of the board of directors to decide on
transfer of treasury shares.
The annual general meeting authorized the board of directors to resolve on all
terms for the share issue and granting of the special rights entitling to
shares. However, under this authorization, the board of directors is not
authorized to resolve upon the personnel option plan. Based on this
authorization, the board of directors is authorized to resolve on a directed
share issue, provided that there is weighty financial reason for the company to
do so.
The authorization shall be in force until the next annual general meeting,
however, not later than until 23 September 2009.
5. DECISIONS OF THE BOARD OF DIRECTORS OF CRAMO PLC
At its constitutive meeting, after the annual general meeting, the board of
directors elected Mr. Stig Gustavson as its chairman and Mr. Eino Halonen as its
deputy chairman.
As members of the Audit Committee the following persons were elected: Mr. Eino
Halonen as the chairman of the Audit Committee and Mr. Esko Mäkelä and Mr.
Juhani Nurminen as members of the Audit Committee.
As independent members of the Nomination and Compensation Committee the
following persons were elected: Mr. Stig Gustavson as the chairman of the
Nomination and Compensation Committee and Mr. Gunnar Glifberg and Mr. Hannu
Krogerus as members of the Nomination and Compensation Committee.
In Vantaa, 23 April 2008
CRAMO PLC
Board of Directors
Further information:
Vesa Koivula, President and CEO, tel. +358 40 510 5710
Distribution
OMX Nordic Exchange Helsinki
Major media
www.cramo.com