Cramo Plc Company announcement 2 April 2008, at 1.45 pm 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, 23 April 2008, commencing at 10:00 am in the Terrace
auditorium of the Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance from
doors M4 and K4). Shareholder registration will begin at 9:00 am.
The following matters stipulated in article 8 of the company's articles of
association, and other matters, will be on the agenda:
1
Presenting of the financial statement, annual report and the auditor's report
2
Adopting of the financial statements
3
Use of the profit shown on the balance sheet
The board of directors proposes to the annual general meeting that a dividend of
EUR 0.65 per share be paid. The dividend will be paid to shareholders who are
registered in the company's shareholder's register maintained by the Finnish
Central Securities Depository Ltd on the record date, 28 April, 2008. The board
proposes that the dividend be paid on 6 May 2008.
4
Granting of discharge from liability to the members of the board of directors
and the managing director
5
The remuneration of the members of the board and the basis of compensation for
their travel expenses
The shareholders' nomination and compensation committee 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 board proposes that 40 per cent of the remuneration shall be paid in
shares of Cramo Plc and 60 per cent shall be paid 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.
6
The number of the board members
The nomination and compensation committee proposes that the number of members of
the board be confirmed as seven (7) ordinary members.
7
Election of the members of the board
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. Juhani Nurminen, and that Mr. Fredrik Cappelen be elected as a
new member, all to serve for a term ending at the end of the next annual general
meeting. The curriculum vitae of the proposed new member of the board of
directors is available from 2 April 2008 onwards on the Internet at
www.cramo.com.
8
The remuneration of auditors
The board of directors proposes, on the recommendation of the audit committee,
that the auditors be paid remuneration in accordance with the auditors' invoice.
9
Election of auditors and deputy auditor
The board of directors proposes, on the recommendation of the audit committee,
that APA Tomi Englund and the firm of authorized public accountants Ernst &
Young Oy, which has appointed APA Erkka Talvinko as responsible auditor, to be
appointed as auditors to serve for a term ending at the end of the next annual
general meeting. The auditors proposed herein have given their consent for the
election.
10
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 the OMX Nordic Exchange (Helsinki) 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 23 September 2009.
11
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(1) of the Companies Act. However,
under this authorization, the board of directors is not authorized to resolve
upon the personnel option plan.
The authorization is proposed to be in force until the next annual general
meeting, however not later than until 23 September 2009.
12
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 authorize the board to
decide on share issue and option rights, convertible bonds and other special
rights entitling to shares, pursuant to Chapter 10(1) of the Companies Act as
follows:
Under the authorization a maximum of 6,132,000 new shares of 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 per cent 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 treasury 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. However, under this
authorization, the board of directors is not authorized to resolve upon the
personnel option plan. 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 weighty financial reason for the company to do so.
The authorization is proposed to be in force until the next annual general
meeting, however not later than until 23 September 2009.
Documents on display for the shareholders
The proposals of the board of directors and the annual accounts will be
available for the shareholders starting on Tuesday 15 April 2008 on the
company's Internet pages, at www.cramo.com/investors and at the company's head
office at Kalliosolantie 2, 01740 Vantaa, Finland. As of the same date,
shareholders may request copies of the documents either by e-mail to
paivi.dahlqvist@cramo.com or by phone, tel. +358 (0)10 661 1241. The documents
can also be viewed at the annual general meeting.
Participation in and registering for the general meeting
The right to attend the annual general meeting is held by a shareholder who is
registered as the company's shareholder in the shareholder register, maintained
by the Finnish Central Securities Depository Ltd, on Friday 11 April 2008. A
shareholder whose shares are nominee-registered and who wants to attend the
general meeting must temporarily register with the shareholder register on
Friday 11 April 2008 at the latest.
In order to be entitled to attend the general meeting, the shareholder must
notify the company of his intention to attend no later than on Wednesday, 16
April 2008 at 4:00 pm either
a) by mail to Castrén & Snellman Attorneys Ltd, Antti Rintakoski, PO Box 233,
00131 Helsinki, Finland,
b) by telefax, +358 (0)20 7765 001 / Antti Rintakoski
c) by e-mail to antti.rintakoski@castren.fi, or
d) by telephone, +358 (0)20 776 315 / Antti Rintakoski, weekdays Mon-Fri at 9:00
am to 4:00 pm.
Notifications by letter, telefax or e-mail must reach the company before the end
of registration on Wednesday, 16 April 2008 at 4:00 pm. Shareholders wishing to
vote by proxy should submit their forms of proxy to reach the company before the
above deadline.
Vantaa, 2 April 2008
CRAMO PLC
The board of directors
Further information
Vesa Koivula, President and CEO, puh. +358 40 510 5710
Distribution
OMX Nordic Exchange Helsinki
Major media
www.cramo.com