Annual General Meeting 2014

Cramo Plc Stock Exchange Release 1 April 2014, at 4.15 pm Finnish time (EET)

Decisions of Cramo Plc’s Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders of Cramo Plc was held in Helsinki on Tuesday, 1 April 2014.

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 2013 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting of Shareholders decided that, as proposed by the Board of Directors, a dividend of EUR 0.60 per share will 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 4 April 2014. The dividend will be paid on 11 April 2014.

The number of the members of the Board of Directors was confirmed as seven (7) members. Ms Helene Biström, Mr Eino Halonen, Mr Victor Hartwall and Mr Erkki Stenberg were re-elected as Board members and Mr Leif Boström, Ms Caroline Sundewall and Mr Raimo Seppänen as new Board members, all for a term of office 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 50 percent of the annual remuneration will 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 was decided that all Board members are entitled to a compensation of EUR 1,000 per attended Board committee meeting. Reasonable travel expenses will be refunded in accordance with an invoice.

The Annual General Meeting decided that the Auditors will be paid reasonable remuneration in accordance with the invoice approved by the Company.
The firm of authorised public accountants KPMG Oy Ab was appointed as Cramo Plc’s Auditor for the term ending at the end of the next Annual General Meeting, with APA Mr Toni Aaltonen as the responsible auditor.

2 Authorisation 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 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 1 October 2015.

3 Authorisation to decide on the transfer of the Company’s own shares

The Annual General Meeting authorised 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 authorisation invalidates prior resolved and registered authorisations made at the General Meeting of Shareholders regarding transfer of Company’s own shares.
The authorisation does not invalidate any other authorisation decided in the Annual General Meeting.

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

4 Authorisation 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 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 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 authorisation does not invalidate any other possible authorisation decided in the Annual General Meeting.

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

5 Donations for charitable purposes

The Annual General Meeting authorised the Board of Directors to decide on donations in the total maximum amount of EUR 20,000 for charitable or corresponding purposes, and 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.

CRAMO PLC

Vesa Koivula
President and CEO

Corporate governance statements

Corporate governance

The corporate governance at Cramo is based on Finnish law and the Company’s Articles of Association. The Group complies with the rules of Nasdaq Helsinki Ltd and the Finnish Corporate Governance Code 2015 published by the Securities Market Association. The Corporate Governance Code is available on the Securities Market Association’s website:  http://cgfinland.fi/en/. Cramo does not deviate from the Finnish Corporate Governance Code Recommendations.

The Group’s headquarters are in Vantaa, Finland and the Company is listed on the Nasdaq Helsinki Ltd.

Cramo prepares annual financial statements and interim reports conforming to Finnish law and International Financial Reporting Standards (IFRS). Statements and reports are published in Finnish and English.

Overview of Corporate Governance Components at Cramo Group

The Group’s control and management responsibilities are divided among the General Meeting of Shareholders, the Board of Directors with its two committees, and the President and CEO, the Group management team, managing directors of subsidiaries, and the General Management Meeting. The Board of Directors supervises the performance of the Company, its management and organisation on behalf of shareholders. The Board of Directors and the Group management team are separate bodies, and no one serves as a member of both.