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2010-04-13 15:30:00 CEST 2010-04-13 15:30:02 CEST REGULATED INFORMATION Cramo Oyj - Decisions of general meetingDecisions of Cramo Plc's Annual General Meeting of ShareholdersCramo Plc Stock Exchange Release 13 April 2010, at 4.30 pm Finnish time (GMT+2) 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, 13 April 2010. 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 2009 and discharged the members of the Board of directors and the CEO from liability. The Annual General Meeting approved the Board's proposal that no dividend will be paid for the financial year 1 January - 31 December 2009. However, the Board has resolved to consider convening an Extraordinary General Meeting to decide on a possible dividend payment during the second half of year 2010. The number of the members of the Board of Directors was confirmed as seven (7) members. Stig Gustavson, Eino Halonen, Jari Lainio, Esko Mäkelä and Fredrik Cappelen were re-elected and Victor Hartwall and Thomas von Hertzen were elected as a new member of the Board of directors, all to serve for a term 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 60,000 per year, the deputy chairman of the Board of Directors EUR 40,000 per year, and the other members of the Board of Directors EUR 30,000 per year. It was further resolved that 40 percent of the annual remuneration be paid in Cramo shares purchased on the market on behalf of the Board members. In case such purchase of shares cannot be 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 to pay an attendance fee of EUR 1.000 for attendance at each meeting of the audit committee and the nomination and compensation committee and to refund reasonable travel expenses in accordance with an invoice. Authorized public accountant company Ernst & Young Oy was appointed as Cramo Plc's auditor for the term ending at the end of the next Annual General Meeting, with APA Mr. Erkka Talvinko as the responsible auditor. 2. AUTHORIZATION TO DECIDE ON THE ACQUISITION OF THE COMPANY´S OWN SHARES AND/OR ON THE ACCEPTANCE AS PLEDGE THE COMPANY´S OWN SHARES The Annual General Meeting authorized the Board of Directors to decide on the repurchase 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 repurchased and/or accepted as pledge shall not exceed 3.066.000 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 repurchase own shares on the basis of the authorization. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased to 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 or to be cancelled, provided that the repurchase is in the interest of the company and its shareholders. The authorization is effective until the end of the next Annual General Meeting of Share-holders, however no longer than until October 1, 2011. 3. AUTHORIZATION TO DECIDE ON TRANSFER OF THE COMPANY´S OWN SHARES The Annual General Meeting authorized the Board of Directors to decide on the transfer of the Company´s own shares as follows: Under the authorization, a maximum of 3.066.000 shares, which corresponds to slightly less than 10 percent of all of the shares in the Company, can be transferred. The Company´s own shares may be transferred in one or several tranches. The Board of Directors decides on other terms for the transfer of the Company's own shares. The transfer of the Company´s own shares may be carried out in deviation from the shareholders' pre-emptive subscription 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 of the Companies Act. For the avoidance of doubt, the authorization does not invalidate any other authorization decided in the same meeting. The authorization is proposed to be in force until the next Annual General Meeting of Shareholders, however not later than until October 1, 2011. 4. AUTHORIZATION TO DECIDE ON SHARE ISSUE AND OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES The Annual General Meeting authorized the Board of Directors to decide on share issue and option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Companies Act as follows: Under the authorization a maximum of 6.132.000 new shares of the Company, which corresponds to approximately 20 percent of all of the shares in 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 percent 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 the Company´s own 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. Based on this authorization, the Board of Directors is authorized to resolve on a directed share issue in deviation from the share-holders' pre-emptive right and on the granting of special rights, provided that there is a weighty financial reason for the Company to do so. For the avoidance of doubt, the authorization does not invalidate any other authorization decided in the same meeting. The authorization is valid for five (5) years from the decision of the General Meeting of Shareholders. 5. STOCK OPTIONS The Annual General Meeting decided that stock options be issued to the key personnel of the Cramo Group. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key personnel to the Company. The maximum total number of stock options issued will be 1,000,000 and they will be is-sued gratuitously. The stock options entitle their owners to subscribe for a maximum total of 1,000,000 new shares in the Company or existing shares held by the Company. The stock options now issued can be exchanged for shares constituting a maximum total of approximately 3.2 percent of the Company's shares and votes of the shares, after the potential share subscription, if new shares are issued in the share subscription. The share subscription price for stock options will be based on the prevailing market price of the Cramo Plc share on the NASDAQ OMX Helsinki Ltd. in October 2010. The share subscription price will be credited in its entirety to the reserve for invested unrestricted equity. The share subscription period for stock options will be 1 October 2013—31 December 2014. A share ownership program, in which the key personnel are obliged to acquire the Company's shares with a proportion of the income gained from the stock options, will be incorporated to the stock options 2010. The manner, in which the share ownership program will be executed, will be decided by the Board of Directors in connection with the decision to distribute stock options. The Board of Directors will decide on the distribution of stock options during the last quarter of 2010. When deciding on the distribution of stock options to the senior management, the Board of Directors will take into consideration their shareholding in the Company and its development. 6. AMENDMENT OF THE ARTICLES OF ASSOCIATION The Annual General Meeting adopted a resolution to amend the articles of association´s paragraph 8, section 2 as follows: “8 General Meeting --------------------- Notice to the General Meeting of Shareholders shall be published in a newspaper de-termined by the Board of Directors at least three (3) weeks before the date of the meet-ing, but no later than nine (9) days before the record date of the General Meeting of Shareholders. The notice shall state the date on which a shareholder must notify the Company at the latest, in order to attend the General Meeting of Shareholders.” --------------------- Otherwise the wording of the paragraph 8. shall remain unchanged. Vantaa, 13 April 2010 CRAMO PLC Board of Directors Further information Vesa Koivula, President and CEO, tel. +358 40 510 5710 Distribution NASDAQ OMX Helsinki Ltd. Major media www.cramo.com Cramo is a service company specialising in construction machinery and equipment rental and rental-related services, as well as the rental and sale of modular space. As one of the industry's leading service providers in the Nordic countries and Central and Eastern Europe, Cramo operates in eleven countries with 284 depots. With a group staff of 2.000, Cramo's consolidated sales for 2009 was EUR 450 million and Cramo shares are listed on the NASDAQ OMX Helsinki Ltd. For further information, please visit www.cramo.com. |
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