Annual General Meeting 2017

The 2017 Annual General Meeting was held on 30 March 2017. A total of 421 shareholders representing about 49.9% of the Company’s votes participated in the meeting either in person or by proxy. The Board members Ms Helene Biström, Mr Perttu Louhiluoto, Mr Peter Nilsson, Mr Joakim Rubin, Mr Raimo Seppänen, Mr Erkki Stenberg and Ms Caroline Sundewall attended the meeting, as did Cramo’s President and CEO, CFO and external auditor. Also Mr Veli-Matti Reinikkala who was proposed as new Board member attended the meeting.

Cramo Plc    Stock Exchange Release 30 March 2017, at 2.00 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 Thursday, 30 March 2017.

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 2016 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 0.75 per share will be paid for the financial year 1 January – 31 December 2016. 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 3 April 2017. The dividend will be paid on 10 April 2017.

The number of the members of the Board of Directors was confirmed as seven (7) ordinary members. Mr Perttu Louhiluoto, Mr Peter Nilsson, Mr Joakim Rubin, Mr Raimo Seppänen, Mr Erkki Stenberg and Ms Caroline Sundewall were re-elected as Board members and Mr Veli-Matti Reinikkala as new Board member, all for a term of office ending at the end of the Annual General Meeting 2018.

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 40,000 per year, and the other members of the Board of Directors EUR 35,000 per year. It was further resolved that 50 per cent 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 and that the member of the Board elected in the position of Chairman of the Audit Committee would receive an additional compensation of EUR 5,000 per year. 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 audit firm 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 4,400,000 shares in total, which corresponds to approximately 10 per cent 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 per cent 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 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 30 September 2018.

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 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 or those in the Company’s possession. Under the authorisation, a maximum of 4,400,000 shares, which corresponds to approximately 10 per cent of all of the shares in the Company, can be issued. 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 per cent 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. 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.

The proposed authorisation invalidates prior resolved and registered authorisations made at the General Meeting of Shareholders regarding share issue, issuing of option rights and other special rights entitling to shares as well as transfer of the Company’s own shares.

The authorisation is valid until the end of the next Annual General Meeting of Shareholders, however no longer than until 30 September 2018.

4 Adoption of the charter of the Shareholders’ Nomination Committee

The Annual General Meeting decided that the charter of the Nomination Committee shall be revised.

According to the adopted charter the charter shall be adopted in the Annual General Meeting only if the Nomination Committee proposes changes to the charter. In addition, minor technical changes were adopted.

CRAMO PLC

Leif Gustafsson
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.