Cramo Plc Company announcement 1 April 2009, at 4:25 pm Finnish time (GMT+2)
RESOLUTIONS OF CRAMO PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of shareholders of Cramo Plc was held in Helsinki on
Wednesday, 1 April 2009.
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 2008 and discharged
the members of the Board of directors and the CEO from liability. The Annual
General Meeting approved the Board's proposal to pay a dividend of EUR 0.20 per
share. The record date for dividend payment will be 6 April 2009 and the
dividend will be paid on 15 April 2009. In accordance with the Annual General
Meeting's decision the Board of directors shall reassess during the year 2009
the possibilities for additional dividend and when necessary, to convene an
Extraordinary General Meeting to resolve on the matter.
The number of the members of the Board of directors was confirmed as seven (7)
members. Mr. Stig Gustavson, Mr. Gunnar Glifberg, Mr. Eino Halonen, Mr. Hannu
Krogerus, Mr. Esko Mäkelä and Mr. Fredrik Cappelen were re-elected and Mr. Jari
Lainio was 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 60,000 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 30,000
per year. It was further resolved that 40 per cent 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.
Authorized 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. AUTHORIZATION TO DECIDE ON THE ACQUISITION OF OWN SHARES
The Annual General Meeting authorized the Board of directors to decide on the
acquisition of a maximum of 3.066.000 company's own shares in one or several
tranches. The company, together with its subsidiaries, cannot at any time own
more than 10 per cent of all its registered shares.
The shares are to be acquired in public trading and such acquisition will
therefore be carried out as a directed acquisition. The acquisitions of own
shares will be carried out through the NASDAQ OMX Helsinki Ltd in compliance
with its rules and guidelines. The consideration paid for own shares must be
based on the share's price as it is quoted in public trading. The minimum
consideration thus corresponds to the lowest price quoted for the share in
public trading and the maximum consideration, correspondingly, to the highest
price quoted for it within the validity period of this authorization.
The Board of directors shall decide on other terms for the acquisition of the
company's own shares. Derivatives may, inter alia, be used in the acquisition of
own shares.
Own shares may be acquired using the company's unrestricted equity only.
Therefore, the acquisition of own shares reduces the company's distributable
unrestricted equity.
The authorization shall be in force until the next Annual General Meeting,
however, not later than until 1 October 2010.
3. AUTHORIZATION TO DECIDE ON THE TRANSFER OF TREASURY SHARES
The Annual General Meeting authorized the Board of directors to decide on the
transfer of a maximum of 3.066.000 treasury shares in one or several tranches.
The Board of directors shall decide on other terms for the transfer of the
company's treasury shares.
The transfer of the treasury shares may be carried out in deviation from the
shareholders' pre-emptive 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.
The authorization shall be in force until the next Annual General Meeting,
however, not later than until 1 October 2010.
4. STOCK OPTIONS
The Annual General Meeting resolved on the issue of stock options to the key
personnel of the company and its subsidiaries. The maximum total number of stock
options to be issued will be 1,000,000 and the stock options entitle their
owners to subscribe for a maximum of 1,000,000 new shares in the company or
existing shares held by the company in total. The share subscription price will
be credited in its entirety to the reserve for invested unrestricted equity. The
share subscription price will be based on the prevailing market price of the
Cramo Plc share on the NASDAQ OMX Helsinki Ltd in October 2009. The share
subscription period for stock options will be 1 October 2012—31 December 2013.
Vantaa, 1 April 2009
CRAMO PLC
Board of Directors
Further information
Vesa Koivula, President and CEO, tel. +358 40 510 5710
Distribution
NASDAQ OMX Helsinki Ltd.
Major media
www.cramo.com