Cramo Oyj - Notice to general meeting

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

Vantaa, Finland, 2014-02-12 08:30 CET (GLOBE NEWSWIRE) -- Cramo Plc Stock
Exchange Release 12 February 2014, at 9.30 am (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 Tuesday, April 1, 2014, 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 2013 

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 0.60 per share 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, April 4, 2014. The dividend will be paid on April 11, 2014. 

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 following current members of the Board be re-elected:
Helene Biström, Eino Halonen, Victor Hartwall and Erkki Stenberg and that Leif
Boström, Caroline Sundewall and Raimo Seppänen be elected as new Board members,
all to serve for a term ending at the end of the next Annual General Meeting.
Stig Gustavson, Jari Lainio and Esko Mäkelä have informed that they are not
available for a new term as a Board member. The curriculum vitas of the
proposed members of the Board of Directors will be available on the Internet at
www.cramo.com. 

13 Resolution on 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
invoice approved by the company. 

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 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. 

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 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 4,100,000 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 October 1, 2015. 

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

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. 

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 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 proposed 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 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. 

20 Closing of the meeting

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 March 11, 2014. 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 above-mentioned website as from April 15, 2014 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 March 20, 2014 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 March 27, 2014 at 6.00 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 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 March 20, 2014, 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 March 27, 2014 by 10 a.m. 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
February 11, 2014, the total number of shares and votes in Cramo Plc is
43,626,959. 

Vantaa, February 11, 2014

CRAMO PLC

The 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 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 2.400, 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