Cramo Oyj - Notice to general meeting

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

Vantaa, Finland, 2011-02-17 08:00 CET (GLOBE NEWSWIRE) -- Cramo Plc   Stock
Exchange Release 17 February 2011 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 Thursday March 24, 2011, commencing at 10.00 am at Marina
Congress Center, Katajanokanlaituri 6, Helsinki. 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 2010 

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 0.10 per share be paid for the financial year 1 January
- 31 December 2010. 

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 and
shareholders who represent more than 20 per cent of the voting rights of the
shares propose 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 40 per cent 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 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, an
attendance fee of EUR 1.000 will be paid for attendance at each meeting of the
Board Committees. 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 and shareholders who represent more
than 20 per cent of the voting rights of the shares propose that, subject to
their consent, the following current members of the Board be re-elected: Stig
Gustavson, Eino Halonen, Jari Lainio, Esko Mäkelä and Victor Hartwall and that
J.T. Bergqvist and Helene Biström be elected as new members, all to serve for a
term ending at the end of the next Annual General Meeting. Current members
Thomas von Hertzen and Fredrik Cappelen have informed that they are not
available for a new term as a Board member. The curriculum vitaes of the
proposed members of the Board of Directors are available from March 3, 2011
onwards 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 numbers 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 his 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 3,000,000 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 repurchase 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 repurchase). 

Own shares can be acquired 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 or to be cancelled, provided that the acquisition is in the
interest of the Company and its shareholders. 

The authorisation is effective until the end of the next Annual General Meeting
of Shareholders, however no longer than until September 24, 2012. 

17  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 which includes right
to decide on the transfer of the Company´s own shares 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 either new shares of the Company
or shares owned by the Company. Under the authorisation, a maximum of
12,000,000 shares, which corresponds to approximately 40 percent of all of the
shares in the Company, can be issued. The shares, option rights 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 without consideration. However, the Company,
together with its subsidiaries, cannot at any time own more than 10 percent of
all its registered 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 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. 

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

Provided that the authorisation is granted, the Board of Directors intents to
take a resolution on rights offering in accordance with the stock exchange
release published on 17 February 2011. 

18  Issue of stock options

The Board of Directors proposes that stock options be issued by the General
Meeting of Shareholders 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 issued 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
2011. 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 2014—31
December 2015. 

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 2011. 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 2011. 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. 

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 3, 2011. 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 April 7,
2011 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 14, 2011 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 21, 2011 at 4 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 - 4 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 14 March 2011, 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 21 March 2011 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 shareholder's 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 31.354.189. 

Vantaa, February 16, 2011

CRAMO PLC

The Board of Directors



Further information
Vesa Koivula, President and CEO, Cramo Plc, tel: +358 40 510 5710
Martti Ala-Härkönen, CFO, Cramo Plc, tel: +358 40 737 6633


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 fifteen countries
with approximately 400 depots. With a group staff close to 2.400, Cramo's
consolidated sales for 2010 was EUR 500 million and Cramo shares are listed on
the NASDAQ OMX Helsinki Ltd. For further information, please visit
www.cramo.com.