Cramo Plc Company announcement 11 February 2009, at 10.00 am Finnish time
(GMT+2)
NOTICE TO CONVENE CRAMO PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
Shareholders of Cramo Plc are invited to attend the annual general meeting of
the company on Wednesday, 1 April 2009, commencing at 10 am in the Fennia II
conference room at Marina Congress Center, Katajanokanlaituri 6, Helsinki (main
entrance). Shareholder registration will begin at 9 am.
A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize 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 annual accounts, the report of the board of directors and
the auditor's report for the year 2008
- Review by the CEO
7. Adoption of the annual accounts
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 annual general meeting that a dividend of
EUR 0.40 per share be paid. The dividend will be paid to shareholders, who are
registered in the company's shareholder's register maintained by Euroclear
Finland Oy on the record date, 6 April 2009. The board proposes that the
dividend be paid on 15 April 2009.
9. Resolution on the discharge of the members of the board of directors and the
CEO from liability
10. Resolution on the remuneration of the members of the board of directors
The nomination and compensation committee of the board of directors proposes
that the chairman of the board be paid EUR 60.000 per year, the deputy chairman
of the board EUR 40.000 per year, and the other members of the board EUR 30.000
per year. The committee furthermore proposes that 40 per cent of the annual
remuneration be paid in Cramo shares purchased on the market on behalf of the
board members. The remuneration may also be paid by transferring treasury shares
based on the authorization given to the board of directors by the general
meeting. In case such purchase of shares cannot be carried out due to reasons
related to either the company or a board member, the annual remuneration shall
be paid entirely 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.
11. Resolution on the number of members of the board of directors
The nomination and compensation committee proposes that the number of members of
the board be confirmed as seven (7) ordinary members.
12. Election of the members of the board of directors
The nomination and compensation committee proposes that, subject to their
consent, the following current members of the board be re-elected: Mr. Stig
Gustavson, Mr. Gunnar Glifberg, Mr. Eino Halonen, Mr. Hannu Krogerus, Mr. Esko
Mäkelä and Mr. Fredrik Cappelen, and that Mr. Jari Lainio be elected as a new
member, all to serve for a term ending at the end of the next annual general
meeting. Mr. Juhani Nurminen has informed that he is not available for a new
term as a board member. The curricula vitae of the proposed members of the board
of directors are available from 9 March 2009 onwards on the Internet at
www.cramo.com.
13. The remuneration of auditor
The board of directors proposes, on the recommendation of the audit committee,
that the auditors be paid reasonable remuneration in accordance with the
auditors' invoice.
14. Resolution on the number of the auditors
15. Election of auditor
The board of directors proposes, on the recommendation of the audit committee,
the firm of authorized public accountants Ernst & Young Oy, which has appointed
APA Erkka Talvinko as responsible auditor, to be appointed as auditor to serve
for a term ending at the end of the next annual general meeting. The auditor
proposed herein has given its consent for the election.
16. Authorization of the board of directors to decide on the acquisition of own
shares
The board of directors proposes that the general meeting authorize the board of
directors to decide on the acquisition of own shares as follows:
A maximum of 3,066,000 shares can be acquired 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, i.e., not in proportion to
the holdings of the current shareholders. The acquisitions of own shares will be
carried out through NASDAQ OMX Helsinki Ltd. and in compliance with its rules
and guidelines. The consideration paid for own shares acquired 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 decides 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 is proposed to be in force until the next annual general
meeting, however not later than until 1 October 2010.
17. Authorization of the board of directors to decide on transfer of treasury
shares
The board of directors proposes that the general meeting authorize the board of
directors to decide on the transfer of own shares as follows:
Under the authorization, a maximum of 3,066,000 shares can be transferred. The
treasury shares may be transferred in one or several tranches. The board of
directors decides on other terms for the transfer of the company's treasury
shares.
The transfer of the treasury shares may be carried out in deviation from the
shareholders' pre-emptive right (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.
The authorization is proposed to be in force until the next annual general
meeting, however not later than until 1 October 2010.
18. Issue of stock options
The Board of Directors proposes that stock options be issued by the General
Meeting of Shareholders to the key personnel of the company and its
subsidiaries. The company has a weighty financial reason for the issue of stock
options, since the stock options are intended to form part of the incentive and
commitment program for the key personnel. The maximum total number of stock
options issued will be 1,000,000 and the stock options entitle their owners to
subscribe for a maximum total of 1,000,000 new shares in the company or existing
shares held by the company. The share subscription price will be credited in
its entirety to the reserve for invested unrestricted equity. The share
subscription price will be based on the prevailing market price of the Cramo Plc
share on the NASDAQ OMX Helsinki Ltd. in October 2009. The share subscription
period for stock options will be 1 October 2012—31 December 2013.
B. Documents of the general meeting
The proposals of the board of directors and its committees relating to the
agenda of the general meeting as well as this notice are available on Cramo
Plc's website at www.cramo.com. The annual report of Cramo Plc, including the
company's annual accounts, the report of the board of directors and the
auditor's report, is available on the above-mentioned website no later than on 9
March 2009. The proposals of the board of directors and the annual accounts are
also available at the meeting. Copies of these documents and of this notice will
be sent to shareholders upon request. The minutes of the meeting will be
available on the above-mentioned website as from 15 April 2009.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on 20 March 2009 in the shareholders'
register of the company held by Finnish Central Securities Depository Ltd., has
the right to participate in the general meeting. A shareholder, whose shares are
registered on his/her personal book-entry account, is registered in the
shareholders' register of the company. A shareholder, who wants to participate
in the general meeting, shall register for the meeting no later than 23 March
2009 by giving a prior notice of participation. Such notice can be given:
a) by email to agm@cramo.com;
b) by telephone to +358 9 6864 8451 / Ms. Riikka Aarnikallio (Mon - Fri 9 am -12
am and 1 pm - 2 pm);
c) by telefax to +358 9 6864 8484; or
d) by regular mail to Cramo Plc, “Annual General Meeting” Kalliosolantie 2,
01740 Vantaa, Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business ID, address, telephone number and the
name of a possible assistant. The personal data given to Cramo Plc is used only
in connection with the general meeting and with the processing of related
registrations.
Pursuant to chapter 5, section 25 of the Company's 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 meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
general meeting. Possible proxy documents should be delivered in originals to
Cramo Plc, “Annual General Meeting”, Kalliosolantie 2, 01740 Vantaa, Finland
before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the general
meeting, must be entered into the shareholders' register of the company on the
record date 20 March 2009 of the meeting. A holder of nominee registered shares
is advised to request necessary instructions regarding the registration in the
shareholder's register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank.
4. Other information
On the date of this notice to the general meeting, the total number of shares
and votes in Cramo Plc is 30,660,109.
Vantaa, 10 February 2009
CRAMO PLC
The board of directors
Further information
Vesa Koivula, President and CEO, tel. +358 40 510 5710
Distribution
NASDAQ OMX Helsinki Ltd.
Major media
www.cramo.com
Cramo is a service company specialising in construction machinery and equipment
rental and rental-related services, as well as the rental and sale of modular
space. As one of the industry's leading service providers in the Nordic
countries and Central and Eastern Europe, Cramo operates in eleven countries
with approximately 300 depots. With a group staff of 2.600, Cramo's consolidated
sales in 2007 totalled EUR 496 million and Cramo shares are listed on the NASDAQ
OMX Helsinki Ltd. For further information, please visit www.cramo.com.