Vantaa, Finland, 2011-02-17 08:00 CET (GLOBE NEWSWIRE) -- Cramo Plc Stock Exchange Release 17 February 2011 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 Thursday March 24, 2011, 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 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 annual accounts, the report of the Board of Directors and the Auditor´s report for the year 2010
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 a dividend of EUR 0.10 per share be paid for the financial year 1 January – 31 December 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 and reimbursement of travel expenses
The Nomination and Compensation Committee of the Board of Directors and shareholders who represent more than 20 per cent of the voting rights of the shares propose that the Chairman of the Board be paid EUR 70.000 per year, the deputy chairman of the Board EUR 45.000 per year, and the other members of the Board EUR 35.000 per year. Furthermore it is proposed 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 authorisation 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 and shareholders who represent more than 20 per cent of the voting rights of the shares propose that, subject to their consent, the following current members of the Board be re-elected: Stig Gustavson, Eino Halonen, Jari Lainio, Esko Mäkelä and Victor Hartwall and that J.T. Bergqvist and Helene Biström be elected as new members, all to serve for a term ending at the end of the next Annual General Meeting. Current members Thomas von Hertzen and Fredrik Cappelen have informed that they are not available for a new term as a Board member. The curriculum vitaes of the proposed members of the Board of Directors are available from March 3, 2011 onwards on the Internet at www.cramo.com.
13 The remuneration of Auditors
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 numbers 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 authorised 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 his consent for the election.
16 Authorisation of the Board of Directors to decide on the acquisition of company´s 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 authorised to decide on the acquisition 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 acquired and/or accepted as pledge shall not exceed 3,000,000 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 acquire own shares on the basis of the authorisation.
Own shares can be acquired 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 acquired and/or accepted as pledge. Own shares can be acquired using, inter alia, derivatives. Own shares can be acquired otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
Own shares can be acquired to among other things 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 acquisition is in the interest of the Company and its shareholders.
The authorisation is effective until the end of the next Annual General Meeting of Shareholders, however no longer than until September 24, 2012.
17 Authorisation of the Board of Directors to decide on share issue, as well as option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting of Shareholders authorises the Board of Directors to decide on share issue which includes right to decide on the transfer of the Company´s own shares as well as issue of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Companies Act as follows:
The shares issued under the authorisation are either new shares of the Company or shares owned by the Company. Under the authorisation, a maximum of 12,000,000 shares, which corresponds to approximately 40 percent of all of the shares in the Company, can be issued. The shares, option rights or other special rights entitling to shares can be issued in one or more tranches.
Under the authorisation, the Board of Directors may resolve upon issuing new shares to the Company itself without consideration. However, the Company, together with its subsidiaries, cannot at any time own more than 10 percent of all its registered shares.
The Board of Directors is authorised to resolve on all terms for the share issue and granting of the special rights entitling to shares. The Board of Directors is authorised to resolve on a directed share issue and issue of the special rights entitling to shares in deviation from the shareholders’ pre-emptive right, provided that there is a weighty financial reason for the Company to do so.
The proposed authorisation invalidates prior resolved and registered authorisations regarding share issue as well as issuing of option rights and other special rights entitling to shares.
The authorisation is valid for five (5) years from the decision of the General Meeting of Shareholders.
Provided that the authorisation is granted, the Board of Directors intents to take a resolution on rights offering in accordance with the stock exchange release published on 17 February 2011.
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 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 2011. 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 2014—31 December 2015.
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 2011. 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 2011. 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.
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 3, 2011. 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 7, 2011 at the latest.
C Instructions for the participants in the General Meeting of Shareholders
1. Shareholders registered in the shareholders´ register
Each shareholder, who is registered on March 14, 2011 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 March 21, 2011 at 4 pm by giving a prior notice of participation. Such notice can be given:
- on the Company’s website: www.cramo.com;
- by telephone to +358 10 661 1242 (Mon - Fri 8 am - 4 pm);
- by telefax to +358 10 661 1298; or
- 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.
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 he/she on the record date of the General Meeting, i.e. on 14 March 2011, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 21 March 2011 by 10 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
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 organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
3. 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.
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.
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.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the 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 Meeting.
On the date of this notice to the General Meeting of Shareholders, the total number of shares and votes in Cramo Plc is 31.354.189.
Vantaa, February 16, 2011
CRAMO PLC
The Board of Directors
Further information
Vesa Koivula, President and CEO, Cramo Plc, tel: +358 40 510 5710
Martti Ala-Härkönen, CFO, Cramo Plc, tel: +358 40 737 6633
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 fifteen countries with approximately 400 depots. With a group staff close to 2.400, Cramo's consolidated sales for 2010 was EUR 500 million and Cramo shares are listed on the NASDAQ OMX Helsinki Ltd. For further information, please visit www.cramo.com.