|
|||
2010-02-10 08:00:00 CET 2010-02-10 08:00:06 CET REGULATED INFORMATION Cramo Oyj - Notice to general meetingNotice to convene Cramo Plc's Annual General Meeting of ShareholdersCramo Plc Stock Exchange Release 10 February 2010, 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 Tuesday April 13, 2010, 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 scrutinize 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 2009 - 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 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. 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 The Nomination and Compensation Committee of the Board of Directors 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 Committee furthermore proposes 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 authorization 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 proposes that, subject to their consent, the following current members of the Board be re-elected: Stig Gustavson, Eino Halonen, Jari Lainio, Esko Mäkelä and Fredrik Cappelen, and that Victor Hartwall and Thomas von Hertzen be elected as new members, all to serve for a term ending at the end of the next Annual General Meeting. Hannu Krogerus and Gunnar Glifberg have informed that they are not available for a new term as a Board member. The curricula vitae of the proposed members of the Board of Directors are available from February 18, 2010 onwards on the Internet at www.cramo.com. 13. The remuneration of Auditor 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 authorized 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. Authorization of the Board of Directors to decide on the acquisition of 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 authorized 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 Shareholders, however no longer than until October 1, 2011. 17. Authorization of the Board of Directors to decide on transfer of the Company´s own shares The Board of Directors proposes that the General Meeting of Shareholders authorize 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 proposed authorization does not invalidate any other possible 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. 18. 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 of Shareholders authorizes the Board of Directors to decide on share issue and granting of 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 shareholders' 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 proposed authorization does not invalidate any other possible authorization decided in the same meeting. The authorization is valid for five (5) years from the decision of the General Meeting of Shareholders. 19. 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 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 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. 20. Amending Article of Association The Board of Directors proposes that the General Meeting of Shareholders shall adopt 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 determined by the Board of Directors at least three (3) weeks before the date of the meeting, 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. 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 23, 2010. 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 27, 2010 at the latest. C. Instructions for the participants in the General Meeting of Shareholders 1. The right to participate and registration Each shareholder, who is registered on March 30, 2010 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 April 8, 2010 by giving a prior notice of participation. Such notice can be given: a) by email to agm@cramo.com; b) by telephone to +358 44 750 5650 / Mr. Mikko Äijälä (Mon - Fri 10 am -12 am) c) by telefax to +358 10 661 1298; or d) 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. Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the General Meeting of Shareholders has the right to request information with respect to the matters to be considered at the Meeting. 2. 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. 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. 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. 3. Holders of nominee registered shares 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 organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the General Meeting of Shareholders, to be temporarily entered into the shareholders' register of the Company at the latest on April 8, 2010 at 10.00 am. 4. Other information On the date of this notice to the General Meeting of Shareholders, the total number of shares and votes in Cramo Plc is 30.660.189. Vantaa, 9 February 2010 CRAMO PLC The Board of Directors Further information Vesa Koivula, President and CEO, tel. +358 40 510 5710 or +358 40 510 5710 Distribution NASDAQ OMX Helsinki Ltd. Major media www.cramo.com |
|||
|