Cramo Oyj - Decisions of general meeting

Decisions of Cramo Plc's Annual General Meeting of Shareholders

Vantaa, Finland, 2014-04-01 15:15 CEST (GLOBE NEWSWIRE) -- Cramo Plc     Stock
Exchange Release 1 April 2014, at 4.15 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, 1 April 2014. 

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 2013 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 0.60 per share will be paid for the
financial year 1 January - 31 December 2013. 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 4 April 2014.
The dividend will be paid on 11 April 2014. 

The number of the members of the Board of Directors was confirmed as seven (7)
members. Ms Helene Biström, Mr Eino Halonen, Mr Victor Hartwall and Mr Erkki
Stenberg were re-elected as Board members and Mr Leif Boström, Ms Caroline
Sundewall and Mr Raimo Seppänen 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   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 4,100,000 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 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 1 October 2015. 


3   Authorisation 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 maximum amount of the authorisation is, however, at most
4,100,000 shares together with the authorisation of the Board of Directors in
the following item concerning issuing of new shares. 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. 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
together with the authorisation in the following item. 

The authorisation invalidates prior resolved and registered authorisations made
at the General Meeting of Shareholders regarding transfer of Company's own
shares. 

The authorisation does not invalidate any other authorisation decided in the
Annual General Meeting. 

The authorisation is valid for five (5) years from the decision of the Annual
General Meeting of Shareholders. 


4   Authorisation 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 maximum amount of the authorisation is, however, at most 4,100,000 shares
together with the authorisation of the Board of Directors in the previous item
concerning transferring of Company's own shares. 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 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. 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 together with the authorisation
in the previous item. 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 authorisation invalidates prior resolved and registered authorisations made
at the General Meeting of Shareholders regarding share issue as well as issuing
of option rights and other special rights entitling to shares. 

The authorisation does not invalidate any other possible authorisation decided
in the Annual General Meeting. 

The authorisation is valid for five (5) years from the decision of the Annual
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. 

CRAMO PLC

Vesa Koivula
President and CEO



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 of modular space. Cramo operates in fifteen countries with 360
depots. With a group staff around 2.500, Cramo's consolidated sales in 2013 was
EUR 660 million. Cramo shares are listed on the NASDAQ OMX Helsinki Ltd.
Further information: www.cramo.com