Vantaa, Finland, 2012-03-23 13:40 CET (GLOBE NEWSWIRE) --
Cramo Plc Stock Exchange Release 23 March 2012, at 2.40 pm Finnish time (GMT+2)
Decisions of Cramo Plc’s Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of Cramo Plc was held in Helsinki on Friday, 23 March 2012.
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 2011 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting of Shareholders decided that, as proposed by the Board of Directors, a dividend of EUR 0.30 per share will be paid for the financial year 1 January – 31 December 2011. The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date of the dividend payment, 28 March 2012. The dividend will be paid on 4 April 2012.
The number of the members of the Board of Directors was confirmed as seven (7) members. Mr. Stig Gustavson, Mr. J.T. Bergqvist, Ms. Helene Biström, Mr. Eino Halonen, Mr. Victor Hartwall, Mr. Jari Lainio and Mr. Esko Mäkelä were re-elected as Board members for a term of office ending at the end of the next Annual General Meeting.
The Annual General Meeting resolved that the chairman of the Board of Directors shall be paid EUR 70,000 per year, the deputy chairman of the Board of Directors EUR 45,000 per year, and the other members of the Board of Directors EUR 35,000 per year. It was further resolved that 50 percent of the annual remuneration will be paid in Cramo shares purchased on the market on the 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 is not 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, it was decided that all Board members are entitled to a compensation of EUR 1,000 per attended Board committee meeting. Reasonable travel expenses will be refunded in accordance with an invoice.
The Annual General Meeting decided that the Auditors will be paid a reasonable remuneration in accordance with the Auditors’ invoice approved by the Board of Directors.
The firm of authorised public accountants Ernst & Young Oy was appointed as Cramo Plc's Auditor for the term ending at the end of the next Annual General Meeting, with APA Mr. Erkka Talvinko as the responsible auditor.
2 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 Annual General Meeting authorised the Board of Directors 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 4,100,000 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 acquisition 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 acquisition).
Own shares can be acquired and/or accepted as pledge 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, to be used in incentive arrangements or to be cancelled, provided that the acquisition is in the interest of the Company and its shareholders. However, not more than 400,000 shares acquired under this authorisation may be used for the incentive arrangements of the Company.
The authorisation is effective until the end of the next Annual General Meeting of Shareholders, however, no longer than until 23 September 2013.
3 Authorisation of the Board of Directors to decide on the transfer of the Company's own shares
The Annual General Meeting authorised the Board of Directors to decide on the transfer of the Company’s own shares as follows:
Under the authorisation, a maximum of 4,100,000 shares, which corresponds to approximately 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 all the conditions of the transfer of own shares.
The transfer of the Company’s own shares may be carried out in deviation from the shareholders’ pre-emptive right, provided that there is weighty financial reason for the Company to do so. The Board of Directors can act on this authorisation in order to grant option rights and special rights entitling to shares, pursuant to Chapter 10 of the Companies Act. The authorisation can also be used for incentive arrangements, however, not more than 400,000 shares in total together with the authorisation in the following item.
The authorisation is valid for five (5) years from the decision of the General Meeting of Shareholders.
4 Authorisation of the Board of Directors to decide on share issue, as well as option rights and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide on share issue 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 new shares of the Company. Under the authorisation, a maximum of 4,100,000 shares, which corresponds to approximately 10 percent of all of the shares in the Company, can be issued. The shares or other special rights entitling to shares can be issued in one or more tranches. These option rights cannot be used for incentive arrangements.
Under the authorisation, 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 authorisation of the Board of Directors to decide on transfer of the Company’s own 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 authorisation can also be used for incentive arrangements, however, not more than 400,000 shares in total together with the authorisation in the previous item.
The authorisation invalidates prior resolved and registered authorisations regarding share issue as well as issuing of option rights and other special rights entitling to shares.
For the avoidance of doubt it is stated that the authorisation does not invalidate any other authorisations decided in the Annual General Meeting.
The authorisation is valid for five (5) years from the decision of the General Meeting of Shareholders.
5 Donations for charitable purposes
The Annual General Meeting authorised the Board of Directors to decide on donations in the total maximum amount of EUR 20,000 for charitable or corresponding purposes, and on the donation recipients, purposes of use and other terms of the donations. The authorisation is effective until the end of the next Annual General Meeting of Shareholders.
Vantaa, 23 March 2012
CRAMO PLC
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 Europe’s second largest rental services company specialising in construction machinery and equipment rental and rental-related services, as well as the rental and sale of modular space. Cramo operates in fifteen countries with over 400 depots. With a group staff close to 2.700, Cramo's consolidated sales in 2011 was EUR 680 million. Cramo shares are listed on the NASDAQ OMX Helsinki Ltd. Further information: www.cramo.com