Cramo Oyj - Notice to general meeting

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

Vantaa, Finland, 2012-02-14 08:00 CET (GLOBE NEWSWIRE) -- Cramo Plc   Stock
Exchange Release 14 February 2012 at 9.00 am 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 Friday 23 March 2012, commencing at 10.00 am at Finlandia Hall´s
Helsinki Hall, 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 2011 

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 0.30 per share be paid for the financial year 1 January
- 31 December 2011. 

The dividend will be paid to shareholders registered in the Register of
Shareholders held by Euroclear Finland Ltd on the record date of the dividend
payment 28 March 2012. The dividend will be paid on 4 April 2012. 

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 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. 

11 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 seven (7) ordinary members. 

12 Election of the members of the Board of Directors

The Nomination and Compensation Committee proposes that, in accordance with
their consents, the current Board members Stig Gustavson, J.T. Bergqvist,
Helene Biström, Eino Halonen, Victor Hartwall, Jari Lainio and Esko Mäkelä be
re-elected as Board members for a term of office ending at the end of the next
Annual General Meeting. The curriculum vitas of the proposed members of the
Board of Directors are available on the Internet at www.cramo.com. 

13 The remuneration of Auditors

The Nomination and Compensation Committee of the Board of Directors proposes
that the Auditors be paid reasonable remuneration in accordance with the
Auditors' invoice. 

14 Resolution on the number of the Auditors

The Audit Committee of the Board of Directors proposes that one Auditor shall
be elected. 

15 Election of Auditor

The Audit Committee of the Board of Directors proposes that the firm of
authorised public accountants Ernst & Young Oy, which has appointed APA Erkka
Talvinko 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. 

16 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 to the General Meeting of Shareholders that the
Board of Directors be authorised 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 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 23 September 2013. 

17 AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE TRANSFER OF THE
COMPANY'S OWN SHARES 

The Board of Directors proposes that the General Meeting of Shareholders
authorise 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 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. 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 is valid for five (5) years from the decision of the General
Meeting of Shareholders. 

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 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 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. 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. 

The proposed authorisation invalidates prior resolved and registered
authorisations regarding share issue as well as issuing of option rights and
other special rights entitling to shares. 

For the avoidance of doubt, the proposed authorisation does not invalidate any
other possible authorisation decided in this meeting. 

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. 

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 above-mentioned website
no later than on 2 March 2012. The proposals of the Board of Directors 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 above-mentioned website as from 6 April
2012 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 13 March 2012 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 19 March 2012 at 6 pm by giving a
prior notice of participation. Such notice can be given: 

  1. on the Company's website: www.cramo.com;
  2. by telephone to +358 10 661 1242 (Mon - Fri 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. 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 13 March 2012, 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 19 March 2012 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, the total
number of shares and votes in Cramo Plc is 41,441,686. 

Vantaa, 13 February 2012

CRAMO PLC
The Board of Directors



Further information

Vesa Koivula, President and CEO, tel. +358 40 510 5710
Martti Ala-Härkönen, CFO, tel. +358 40 737 6633



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 and sale of modular space. Cramo operates in fifteen
countries with approximately 400 depots. With a group staff close to 2.400,
Cramo's consolidated sales in 2010 was EUR 500 million. Cramo shares are listed
on the NASDAQ OMX Helsinki Ltd. Further information: www.cramo.com.