Cramo Oyj - Notice to general meeting

Notice to convene Cramo Plc’s Annual General Meeting of Shareholders

Vantaa, Finland, 2017-02-07 08:00 CET (GLOBE NEWSWIRE) -- Cramo Plc    Stock
Exchange Release 7 February 2017, at 9.00 Finnish time (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 Thursday, 30 March 2017, 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 2016 

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 0.75 per share be paid for the financial year 1 January
– 31 December 2016. 

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, 3 April 2017. The dividend will be paid on 10 April 2017. 

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 Shareholders’ Nomination Committee proposes to the Annual General Meeting
that the Chairman of the Board be paid EUR 70,000 per year, the deputy chairman
of the Board EUR 40,000 per year, and the other members of the Board EUR 35,000
per year. Furthermore it is proposed that 50 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 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. 

It is proposed that all Board members would be entitled to a compensation of
EUR 1,000 per attended Board committee meeting and that the member of the Board
elected in the position of Chairman of the Audit Committee would receive an
additional compensation of EUR 5,000 per year. Reasonable travel expenses will
be refunded in accordance with an invoice. 

11 Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination 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 Shareholders’ Nomination Committee proposes that, in accordance with their
consents, the following current members of the Board be re-elected: Perttu
Louhiluoto, Peter Nilsson, Joakim Rubin, Raimo Seppänen, Erkki Stenberg and
Caroline Sundewall and that Veli-Matti Reinikkala be elected as new Board
member, all to serve for a term ending at the end of the Annual General Meeting
2018. Current Chairman of the Board Helene Biström announced that she will not
be available for re-election. While preparing the proposal for the composition
of the Board of Directors, the Nomination Committee has specifically sought to
identify a new Chairman of the Board of Directors and recommends that the Board
of Directors elect Veli-Matti Reinikkala as the Chairman of the Board of
Directors. 

The curricula vitae of the proposed members of the Board of Directors are
available on the Internet at www.cramogroup.com. 

13 Resolution on the remuneration and the number 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. The Audit Committee of the Board of Directors proposes that one (1)
Auditor shall be elected. 

14 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. 

15 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 per
cent of all of the shares in the Company. However, the Company together with
its subsidiaries may not at any moment own and/or hold as pledge more than 10
per cent 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
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 valid until the end of the next Annual General Meeting of
Shareholders, however no longer than until 30 September 2018. 

16 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 per cent 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, may not at any time own more than 10 per cent 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. However, not more than 400,000 shares in total may be used
for incentive arrangements. 

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 until the end of the next Annual General Meeting of
Shareholders, however no longer than until 30 September 2018. 

17 Adoption of the charter of the Shareholders’ Nomination Committee

According to the adopted charter, the charter shall be presented to the Annual
General Meeting annually for approval. The Shareholders’ Nomination Committee
proposes that the charter of the Nomination Committee is presented to the
Annual General Meeting for approval only if the Shareholders’ Nomination
Committee proposes changes to the charter. In addition, a few minor technical
changes are proposed. 

18 Closing of the meeting

B Documents of the General Meeting of Shareholders

The proposals of the Board of Directors and its committees and the
Shareholders’ Nomination Committee relating to the agenda of the General
Meeting of Shareholders as well as this notice are available on Cramo Plc’s
website at www.cramogroup.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
12 March 2017. 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 13 April 2017 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 20 March 2017 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 27 March 2017 at 6.00 pm by giving
a prior notice of participation. Such notice can be given: 

  1. on the Company’s website: www.cramogroup.com;
  2. by telephone to +358 10 661 1242 (Mon - Fri from 8 am - 6 pm);
  3. by telefax to +358 10 661 1298; or
  4. 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 20 March 2017, 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 27 March 2017 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 7
February 2017, the total number of shares and votes in Cramo Plc is 44,690,554. 

Vantaa, 6 February 2017

CRAMO PLC

The Board of Directors



Further information:

Leif Gustafsson, President and CEO, tel: +358 10 661 10



Distribution:

Nasdaq Helsinki Ltd.
Major media
www.cramogroup.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 2015 was
EUR  668  million. Cramo shares are listed on the Nasdaq Helsinki Ltd. 

Read more: www.cramogroup.com, www.twitter.com/cramogroup