Cramo Plc Stock Exchange Release 24 March 2011, at 2.20 pm Finnish time (GMT+2)
Decisions of Cramo Plc’s Annual General Meeting of Shareholders
The Annual General Meeting of shareholders of Cramo Plc was held in Helsinki on Thursday, 24 March 2011.
1 MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING
The Annual General Meeting adopted the consolidated financial statements and the parent company’s financial statements for the financial year 2010 and discharged the members of the Board of directors and the CEO from liability. The Annual General Meeting of Shareholders decided as proposed by the Board of Directors, that a dividend of EUR 0.10 per share be paid for the financial year 1 January – 31 December 2010. 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, March 29, 2011. The dividend will be paid on April 5, 2011.
The number of the members of the Board of Directors was confirmed as seven (7) members. Stig Gustavson, Eino Halonen, Jari Lainio, Esko Mäkelä and Victor Hartwall were re-elected and J.T. Bergqvist and Helene Biström were elected as a new member of the Board of Directors, all to serve for a term ending at the end of the next Annual General Meeting.
The Annual General Meeting resolved that the chairman of the Board of Directors shall be paid EUR 70,000 per year, the deputy chairman of the Board of Directors EUR 45,000 per year, and the other members of the Board of Directors EUR 35,000 per year. It was further resolved that 40 percent of the annual remuneration be paid in Cramo shares purchased on the market on behalf of the Board members. 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, it was decided to pay an attendance fee of EUR 1.000 for attendance at each meeting of the audit committee and the nomination and compensation committee and to refund reasonable travel expenses in accordance with an invoice.
The Annual General Meeting decided that the Auditors be paid reasonable remuneration in accordance with the Auditor´s invoice.
Authorised public accountant company Ernst & Young Oy was appointed as Cramo Plc’s auditor for the term ending at the end of the next Annual General Meeting, with APA Mr. Erkka Talvinko as the responsible auditor.
2 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 Annual General Meeting authorised the Board of Directors 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 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.
3 AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE, AS WELL AS OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The Annual General Meeting authorised 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.
4 STOCK OPTIONS
The Annual General Meeting decided that stock options be issued 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.
Vantaa, 24 March 2011
Board of Directors
Vesa Koivula, President and CEO, tel. +358 40 510 5710
NASDAQ OMX Helsinki Ltd.