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2008-04-02 12:45:00 CEST 2008-04-02 12:45:01 CEST REGLAMENTUOJAMA INFORMACIJA Cramo Oyj - Notice to general meetingNOTICE TO CONVENE CRAMO PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERSCramo 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 |
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