Vantaa, Finland, 2015-03-31 12:45 CEST (GLOBE NEWSWIRE) -- Cramo Plc Stock Exchange Release 31 March 2015, at 1.45 pm Finnish time (EET)
Decisions of Cramo Plc's Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of Cramo Plc was held in Helsinki on Tuesday, 31 March 2015.
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 2014 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 0.55 per share will be paid for the financial year 1 January – 31 December 2014. The dividend will be paid to shareholders registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on the record date of the dividend payment 2 April 2015. The dividend will be paid on 13 April 2015.
The number of the members of the Board of Directors was confirmed as eight (8) members. Ms Helene Biström, Mr Leif Boström, Mr Eino Halonen, Mr Raimo Seppänen, Mr Erkki Stenberg and Ms Caroline Sundewall were re-elected as Board members and Mr Joakim Rubin and Mr Peter Nilsson as new Board members, all 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 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 reasonable remuneration in accordance with the invoice approved by the Company.
The firm of authorised public accountants KPMG Oy Ab was appointed as Cramo Plc's Auditor for the term ending at the end of the next Annual General Meeting, with APA Mr Toni Aaltonen as the responsible auditor.
2 Amendment of the Articles of Association
The General Meeting of Shareholders decided that the first sentence of paragraph 4 of the Articles of Association be amended as follows: "The Board of Directors shall consist of five to eight members." Otherwise the wording of the paragraph 4 shall remain unchanged.
In addition, the General Meeting of Shareholders decided that the second section of paragraph 8 of the Articles of Association be amended as follows: "The summons to the General Meeting of Shareholders must be published on the website of the Company no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting of Shareholders, but in any case at the latest nine (9) days prior to the record date of the General Meeting of Shareholders. The Board of Directors may decide to publish the summons or the notice of the General Meeting during the same time limit in one or several newspapers. The summons shall state the date by when the Shareholder shall at the latest sign in to the Company in order to attend the meeting." Otherwise the wording of the paragraph 8 shall remain unchanged.
3 Authorisation 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 4,400,000 shares in total, which corresponds to approximately 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 NASDAQ OMX Helsinki 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 30 September 2016.
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 or those in the Company's possession. Under the authorisation, a maximum of 4,400,000 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.
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 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. Except for issuing of option rights for incentive arrangements, the authorisation can also be used for incentive arrangements, however, not more than 400,000 shares in total. Using part of the authorisation for implementing possible incentive arrangements is justified on the grounds that the Board of Directors does not propose to the General Meeting of Shareholders a separate stock option plan directed to the key personnel of Cramo Group.
The proposed authorisation invalidates prior resolved and registered authorisations made at the General Meeting of Shareholders regarding share issue, issuing of option rights and other special rights entitling to shares as well as transfer of the Company's own shares.
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 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.
6 Establishment of a Shareholder's Nomination Committee
The General Meeting of Shareholders resolved to establish a Shareholders' Nomination Committee to prepare in the future annually proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors. In addition, the General Meeting of Shareholders resolved to adopt the Charter of the Shareholders' Nomination Committee which regulates the nomination and composition of the Nomination Committee as well as defines the tasks and duties of the Nomination Committee.
The Nomination Committee consists of maximum four members, of which maximum three represent the Company's largest shareholders who, on the last business day of August preceding the next Annual General Meeting, hold the largest number of votes calculated of all shares in the Company. The Chairman of the Board of Directors shall be a member of the Nomination Committee. The largest shareholders of the Company on the last business day of August are determined on the basis of the shareholders' register of the Company held by Euroclear Finland Ltd. Pursuant to this shareholding, the Chairman of the Board of Directors shall request the three largest shareholders of the Company each to nominate one member to the Nomination Committee. Should a shareholder not wish to use its nomination right, the right may be transferred by the Chairman of the Board of Directors to the next largest shareholder who would otherwise not have a nomination right.
CRAMO PLC
Vesa Koivula
President and CEO
Further information:
Vesa Koivula, President and CEO, tel: +358 10 661 10 or +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 of modular space. Cramo operates in fifteen countries with 330 depots. With a group staff around 2.500, Cramo's consolidated sales in 2014 was EUR 652 million. Cramo shares are listed on the NASDAQ OMX Helsinki Ltd.