Vantaa, Finland, 2015-02-10 08:30 CET (GLOBE NEWSWIRE) -- Cramo Plc Stock Exchange Release 10 February 2015, at 9.30 am (EET)
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, 31 March 2015, commencing at 10.00 am (EET) at Finlandia Hall's conference room Hall A, at the address of Mannerheimintie 13 e, Helsinki, Finland. 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 2014
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 0.55 per share 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.
9 Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10 Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the General Meeting of Shareholders 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 Board of Directors proposes to the General Meeting of Shareholders 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.
11 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 proposes 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 50 percent 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 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 is proposed that all Board members would be entitled to a compensation of EUR 1,000 per attended Board committee meeting. Reasonable travel expenses will be refunded in accordance with an invoice.
12 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 eight (8) ordinary members provided that the General Meeting of Shareholders adopts the amendment of paragraph 4 of the Articles of Association as proposed in Section 10 above.
13 Election of the members of the Board of Directors
The Nomination and Compensation Committee proposes that, in accordance with their consents, the following current members of the Board be re-elected: Helene Biström, Leif Boström, Eino Halonen, Victor Hartwall, Raimo Seppänen, Erkki Stenberg and Caroline Sundewall and that Michael Rosenlew be elected as new Board member, all to serve for a term ending at the end of the next Annual General Meeting. The election of eight members requires the amendment of paragraph 4 of the Articles of Association as proposed in Section 10 above.
The curricula vitae of the proposed members of the Board of Directors will be available on the Internet at www.cramo.com.
14 Resolution on the remuneration of Auditors
The Audit Committee of the Board of Directors proposes that the Auditors be paid reasonable remuneration in accordance with the invoice approved by the company.
15 Resolution on the number of the Auditors
The Audit Committee of the Board of Directors proposes that one Auditor shall be elected.
16 Election of Auditor
The Audit Committee of the Board of Directors proposes that the firm of authorised public accountants KPMG Oy Ab, which has appointed APA Toni Aaltonen 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.
17 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 that the General Meeting of Shareholders authorises 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.
18 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 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.
19 Donations for charitable purposes
The Board of Directors proposes that the General Meeting of Shareholders resolves to authorise the Board of Directors to decide on donations in total maximum amount of EUR 20,000 for charitable or corresponding purposes, and to authorise the Board of Directors to decide 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.
20 Establishment of a Shareholder's Nomination Committee
The Board of Directors proposes that the General Meeting of Shareholders resolves 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 Board of Directors proposes that the General Meeting of Shareholders adopts 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.
According to the proposal, 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.
21 Closing of the meeting
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 abovementioned website no later than on 10 March 2015. The proposals for the decisions on the matters on the agenda of the General Meeting of Shareholders 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 abovementioned website as from 14 April 2015 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 19 March 2015 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 26 March 2015 at 6.00 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 - 6 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 or proxy representative. 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 19 March 2015, 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 26 March 2015 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 shareholders’ 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, dated 10 February 2015, the total number of shares and votes in Cramo Plc is 44,065,029.
CRAMO PLC
Vesa Koivula
President and CEO
Further information:
Vesa Koivula, President and CEO, tel: +358 40 510 5710
Distribution:
NASDAQ OMX Helsinki Ltd.
Main 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.
