Cramo Plc Stock Exchange Release 10 February 2010, at 9.00 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 Tuesday April 13, 2010, commencing at 10.00 am at Marina Congress
Center, Katajanokanlaituri 6, Helsinki. The reception of persons who have
registered for the Meeting will commence at 9.00 am.
A. Matters on the agenda of the General Meeting of Shareholders
At the General Meeting of Shareholders, 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 2009
- 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 of Shareholders
that no dividend will be paid for the financial year 1 January - 31 December
2009. However, the Board has resolved to consider convening an Extraordinary
General Meeting to decide on a possible dividend payment during the second half
of year 2010.
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 the Company´s
own shares based on the authorization given to the Board of Directors by the
General Meeting of Shareholders. 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 Board
Committees. 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 of Directors 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: Stig
Gustavson, Eino Halonen, Jari Lainio, Esko Mäkelä and Fredrik Cappelen, and that
Victor Hartwall and Thomas von Hertzen be elected as new members, all to serve
for a term ending at the end of the next Annual General Meeting. Hannu Krogerus
and Gunnar Glifberg have informed that they are 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 February 18, 2010 onwards on the Internet at
www.cramo.com.
13. The remuneration of Auditor
The Nomination and Compensation Committee of the Board of Directors proposes
that the Auditors be paid reasonable remuneration in accordance with the
Auditors' invoice.
14. Resolution on the number of the Auditors
The Audit Committee of the Board of Directors proposes that one Auditor shall be
elected.
15. Election of Auditor
The Audit Committee of the Board of Directors proposes that 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 of Shareholders. 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 and/or on the acceptance as pledge of the Company´s own shares
The Board of Directors proposes to the General Meeting of Shareholders that the
Board of Directors be authorized to decide on the repurchase of the Company's
own shares and/or on the acceptance as pledge of the Company's own shares as
follows.
The amount of own shares to be repurchased and/or accepted as pledge shall not
exceed 3.066.000 shares in total, which corresponds to slightly less than 10
percent of all of the shares in the Company. However, the Company together with
its subsidiaries cannot at any moment own and/or hold as pledge more than 10
percent of all the shares in the Company. Only the unrestricted equity of the
Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or
accepted as pledge. Own shares can be repurchased using, inter alia,
derivatives. Own shares can be repurchased otherwise than in proportion to the
shareholdings of the shareholders (directed repurchase).
Own shares can be repurchased to limit the dilutive effects of share issues
carried out in connection with possible acquisitions, to develop the Company's
capital structure, to be transferred in connection with possible acquisitions or
to be cancelled, provided that the repurchase is in the interest of the company
and its shareholders.
The authorization is effective until the end of the next Annual General Meeting
of Shareholders, however no longer than until October 1, 2011.
17. Authorization of the Board of Directors to decide on transfer of the
Company´s own shares
The Board of Directors proposes that the General Meeting of Shareholders
authorize the Board of Directors to decide on the transfer of the Company´s own
shares as follows:
Under the authorization, a maximum of 3.066.000 shares, which corresponds to
slightly less than 10 percent of all of the shares in the Company, can be
transferred. The Company´s own shares may be transferred in one or several
tranches. The Board of Directors decides on other terms for the transfer of the
Company's own shares.
The transfer of the Company´s own shares may be carried out in deviation from
the shareholders' pre-emptive subscription 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.
For the avoidance of doubt, the proposed authorization does not invalidate any
other possible authorization decided in the same meeting.
The authorization is proposed to be in force until the next Annual General
Meeting of Shareholders, however not later than until October 1, 2011.
18. Authorization of the Board of Directors to decide on share issue and option
rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting of Shareholders
authorizes the Board of Directors to decide on share issue and granting of
option rights and other special rights entitling to shares, pursuant to Chapter
10 of the Companies Act as follows:
Under the authorization a maximum of 6.132.000 new shares of the Company, which
corresponds to approximately 20 percent of all of the shares in the Company, can
be issued. The shares or special rights entitling to shares can be issued in one
or more tranches.
Under the authorization, the Board of Directors may resolve upon issuing new
shares to the Company itself. However, the Company, together with its
subsidiaries, cannot at any time own more than 10 percent of all 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 the Company´s own shares.
The Board of Directors is authorized to resolve on all terms for the share issue
and granting of the special rights entitling to shares. Based on this
authorization, the Board of Directors is authorized to resolve on a directed
share issue in deviation from the shareholders' pre-emptive right and on the
granting of special rights, provided that there is a weighty financial reason
for the Company to do so.
For the avoidance of doubt, the proposed authorization does not invalidate any
other possible authorization decided in the same meeting.
The authorization is valid for five (5) years from the decision of the General
Meeting of Shareholders.
19. 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 Cramo Group.
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 purpose of the stock options is to encourage
the key personnel to work on a long-term basis to increase shareholder value.
The purpose of the stock options is also to commit the key personnel to the
Company.
The maximum total number of stock options issued will be 1.000.000 and they will
be issued gratuitously. 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 stock options now issued can be exchanged for shares
constituting a maximum total of approximately 3,2 percent of the Company's
shares and votes of the shares, after the potential share subscription, if new
shares are issued in the share subscription.
The share subscription price for stock options will be based on the prevailing
market price of the Cramo Plc share on the NASDAQ OMX Helsinki Ltd. in October
2010. The share subscription price will be credited in its entirety to the
reserve for invested unrestricted equity.
The share subscription period for stock options will be 1 October 2013—31
December 2014.
A share ownership program, in which the key personnel are obliged to acquire the
Company's shares with a proportion of the income gained from the stock options,
will be incorporated to the stock options 2010. The manner, in which the share
ownership program will be executed, will be decided by the Board of Directors in
connection with the decision to distribute stock options.
The Board of Directors will decide on the distribution of stock options during
the last quarter of 2010. When deciding on the distribution of stock options to
the senior management, the Board of Directors will take into consideration their
shareholding in the Company and its development.
20. Amending Article of Association
The Board of Directors proposes that the General Meeting of Shareholders shall
adopt a resolution to amend the articles of association´s paragraph 8, section 2
as follows:
“8 General Meeting
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Notice to the General Meeting of Shareholders shall be published in a newspaper
determined by the Board of Directors at least three (3) weeks before the date of
the meeting, but no later than nine (9) days before the record date of the
General Meeting of Shareholders. The notice shall state the date on which a
shareholder must notify the Company at the latest, in order to attend the
General Meeting of Shareholders.”
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Otherwise the wording of the paragraph 8. shall remain unchanged.
B. Documents of the General Meeting of Shareholders
The proposals of the Board of Directors and its committees relating to the
agenda of the General Meeting of Shareholders 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 March 23, 2010. 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 April 27, 2010
at the latest.
C. Instructions for the participants in the General Meeting of Shareholders
1. The right to participate and registration
Each shareholder, who is registered on March 30, 2010 in the shareholders'
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the General Meeting of Shareholders. 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 of Shareholders,
shall register for the meeting no later than April 8, 2010 by giving a prior
notice of participation. Such notice can be given:
a) by email to agm@cramo.com;
b) by telephone to +358 44 750 5650 / Mr. Mikko Äijälä (Mon - Fri 10 am -12 am)
c) by telefax to +358 10 661 1298; 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 of Shareholders 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 of Shareholders 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 of Shareholders 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 of Shareholders. 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.
When a shareholder participates in the General Meeting of Shareholders by means
of several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting of Shareholders.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholder's register
of the Company, the issuing of proxy documents and registration for the General
Meeting of Shareholders from his/her custodian bank. The account management
organization of the custodian bank will register a holder of nominee registered
shares, who wants to participate in the General Meeting of Shareholders, to be
temporarily entered into the shareholders' register of the Company at the latest
on April 8, 2010 at 10.00 am.
4. Other information
On the date of this notice to the General Meeting of Shareholders, the total
number of shares and votes in Cramo Plc is 30.660.189.
Vantaa, 9 February 2010
CRAMO PLC
The Board of Directors
Further information
Vesa Koivula, President and CEO, tel. +358 40 510 5710 or +358 40 510 5710
Distribution
NASDAQ OMX Helsinki Ltd.
Major media
www.cramo.com