ANNUAL GENERAL MEETING - Cramo Group · Skandinaviska Enskilda Banken AB (publ) and Svenska...

CRAMO PLC

ANNUAL GENERAL

MEETING MEETING 26 March 2013

Vesa Koivula

President and CEO

Summary of the abstentions and opposing votes given by the holders of

nominee registered shares represented by Nordea Bank Finland Plc,

Skandinaviska Enskilda Banken AB (publ) and Svenska Handelsbanken

Item Topic Abstain Against Abstain Against Abstain Against Total

7 Adoption of the annual accounts - - - 16,900 - - 16,900

8 Resolution on the use of the profit shown

on the balance sheet and the payment of

dividend

- - - - - - 0

9 Resolution on the discharge of the

members of the board and the CEO from

liability

- - - 2,334 - - 2,334

10 Resolution on the remuneration of the

members of the board and reimbursement

of travel expenses

- - - 2,334 - - 2,334

11 Resolution on the number of members of - - - - - - 0

Nordea SEB Handelsbanken

2

11 Resolution on the number of members of

the board

- - - - - - 0

12 Election of the members of the board - 10,210 - 17,142 - - 27,352

13 Resolution on the remuneration of auditors - - - - - - 0

14 Resolution on the number of the auditors - - - - - - 0

15 Election of auditor - - - - - - 0

16 Authorization of the board to decide on the

acquisition and/or on the acceptance as

pledge of the Company's own shares

4,788 - - - - - 4,788

17 Authorization of the board to decide on the

transfer of the Company's own shares

- 4,788 - - - - 4,788

18 Authorization of the board to decide on

share issue as well as option rights and

other special rights entitling to shares

4,788 - - - - - 4,788

19 Donations for charitable purposes - - - 2,334 - - 2,334

CRAMO PLC

ANNUAL GENERAL


Vesa Koivula

President and CEO

Cramo’s year 2012

• Profits and cash flow up

• Balance sheet strengthened, gearing improved

• Focus shifted from growth to operational

excellence and value creationRussia

Denmark

Estonia

Norway

Sweden

Finland

St. Petersburg

Moscow Yekaterinburg

4

• Total of 376 depots (409 in 2011)

GermanyPoland

CzechRepublic

Austria Hungary

Slovakia

Ukraine

Belarus

Lithuania

Latvia

Romania

Moldova

Bulgaria

Slovenia

Croatia

Bosnia and

HerzegovinaSerbia

Macedonia

Albania

Moscow Yekaterinburg

Switzerland

Kalinin-

grad

International growth (CAGR 2005-11: 43.8%)

m)

Cramo sales development 2005-12

€ 688 m

Operational excellence

€ 680 m

€ 492 m

€ 447 m

€ 580 m

€ 496 m

€ 402 m

Sales growth 2012:

2005

€ 77 m

Sale

s (€

2011 2012 2013

Acquisition of

Cramo Group

(2006)

Acquisition of

Theisen

Group (2011)

5

2006 2007 2008 2009 2010

Sales growth 2012:

� Actual: 1,3%

� In local currencies: -1,0%

� Excl. divested operations: 3,3%

International growth

€m

)Cramo EBITA development 2005-12

€ 78 m

Operational excellence

€ 71 m

€ 102 m

€ 96 m

€ 73 m

Margin 10,5% 11,3%3,9% 7,0%17,6%19,3%18,1%23,3%

2005

€ 18 m

EB

ITA

(€

2011 2012 2013

6

2006 2007 2008 2009 2010

€ 34 m

€ 17 m

1,69

1,43

0,60

0,93

0,59

0,18

0,000,09

0,300,42

0,50

1,00

1,50

2,00E

PS

/D

PS

(E

UR

)

Earnings and Dividend per share

*

-1,16

-0,06

0,00

-1,50

-1,00

-0,50

0,00

2007 2008 2009 2010 2011 2012

EP

S/

DP

S (

EU

R)

Earnings per share (EPS, diluted) Dividend per share (DPS)

7

*Board proposal for year 2012 dividend.

Cramo’s share price development 03/2009 – 03/2013

150 %

200 %

250 %

300 %

350 %C

ram

o s

ha

re p

rice

an

d O

MX

He

lsin

ki d

ev

elo

pm

en

t (

%)

8

-50 %

0 %

50 %

100 %

Ma

r-0

9

Ap

r-0

9M

ay-0

9

Jun

-09

Jul-

09

Au

g-0

9

Se

p-0

9O

ct-0

9

No

v-0

9D

ec-0

9

Jan

-10

Feb

-10

Ma

r-1

0

Ap

r-1

0M

ay-1

0

Jun

-10

Jul-

10

Au

g-1

0

Se

p-1

0O

ct-1

0

No

v-1

0D

ec-1

0

Jan

-11

Feb

-11

Ma

r-1

1

Ap

r-1

1M

ay-1

1

Jun

-11

Jul-

11

Au

g-1

1

Se

p-1

1O

ct-1

1

No

v-1

1D

ec-1

1

Jan

-12

Feb

-12

Ma

r-1

2

Ap

r-1

2M

ay-1

2

Jun

-12

Jul-

12

Au

g-1

2

Se

p-1

2O

ct-1

2

No

v-1

2D

ec-1

2

Jan

-13

Feb

-13

Ma

r-1

3

Cra

mo

sh

are

pri

ce a

nd

OM

X H

els

ink

i de

ve

lop

me

nt

( %

)

Cramo share price OMX Helsinki

Sales and EBITA by business segment

Sales 2012 (2011), %Sales 2012/2011 EUR million

2012 2011 Change%

Finland 112,7 127,6 -11,7%

Sweden 322,4 308,9 4,3%

Norway 84,2 79,3 6,2%

Denmark 37,7 35,0 7,8%

Central Europe 67,0 71,2 -6,0%

Eastern Europe 70,3 66,6 5,5%

Finland16,2%

(18,5%)

Denmark

Central Europe

9,6%(10,3%)

Eastern Europe

10,1%(9,7%)

EBITA 2012/2011, EUR m / %

9

Eastern Europe 70,3 66,6 5,5%

EBITA EBITA-%

2012 2011 2012 2011

Finland 21,0 20,2 18,6% 15,9%

Sweden 57,6 58,0 17,9% 18,8%

Norway 5,3 0,9 6,3% 1,1%

Denmark -5,0 -2,1 -13,3% -6,1%

Central Europe -0,2 3,7 -0,4% 5,2%

Eastern Europe 6,7 1,7 9,6% 2,6%

Sweden46,4%

(44,9%)

Norway12,1%

(11,5%)

Denmark5,4%

(5,1%)

Sales by product and customer segment

Sales by product area 2012 (2011) Sales by customer segment 2012 (2011)

Tools28% (28%)

Rental related services and

other9% (8%)

Public sector 15% (14%)

Households 3% (3%)

Other4%

(4%)

10

Construction equipment

15% (16%)

Access equipment

22% (22%)

Modular space 27% (26%)

Construction industry

57% (57%)

Other industry 22% (21%)

Investments

115,4

262,5

125,1150

200

250

300

Gro

ss c

ap

ita

l e

xp

en

dit

ure

(E

UR

mil

lio

n)

11

31,553,5

147,1124,3

0,5

32,7

0,8

31,9

86,2

125,1

0

50

100

150

2009 2010 2011 2012

Gro

ss c

ap

ita

l e

xp

en

dit

ure

(E

UR

mil

lio

n)

CapEx CapEx, acquisitions

Strengthening capital structure

109,4 %

149,3 %

113,4 %

103,4 %

78,7 %

65,1 %80 %

100 %

120 %

140 %

160 %

300

400

500

600

Ge

arin

gb

ea

rin

g d

eb

t, E

UR

mil

lio

n

12

365

477

384 382 389347

65,1 %

0 %

20 %

40 %

60 %

80 %

0

100

200

300

2007 2008 2009 2010 2011 2012

Ge

arin

gN

et

inte

rest

-be

ari

ng

de

bt,

EU

R m

illi

on

Net interest-bearing debt Gearing

New financial targets reflect growing focus on

profitability and dividend-paying capacity

Profitability EBITA-% > 15 % of sales over a business cycle

Debt leverage Gearing maximum 100 %

FY 2012

11,3%

65,1%

1,3%Sales Sales growth faster than the market

Return on equity ROE > 12 % over a business cycle

Profit distribution Profit distribution policy: stability, with appr. 40 % of EPS

13

1,3%

(3,3%*)

7,5%

45%

* Sales growth excluding the sale of divested operations

Updated Group strategy

• On 11 September 2012, Cramo published its

long-term strategic cornerstones and

financial targets

• The company continues to roll out the Cramo

Rental Concept with Cramo Processes and

Cramo People as well as to expand the

modular space business outside Finland and

Sweden

14

Sweden

• Strategic cornerstones include:

• being the customer’s first choice

• being “Best in town”

• acting as a driver in rental development

• combining mature and growth markets

• operational agility

Construction growth estimates 2012-15

Construction output, % change 2012E 2013E 2014E 2015O

Finland-3,4% (-3,0%)

-2,3%(-2,0%)

0,8% 2,1%

Sweden-2,4%(3,0%)

0,2%(-1,0%)

2,6%(1,0%)

2,7%

Norway4,7%(5,3%)

5,6%(5,6%)

2,5%(2,5%)

3,6%

Denmark0,5%(-2,3%)

2,2%(-2,1%)

4,4%(1,2%)

4,7%

15

(-2,3%) (-2,1%) (1,2%)

Baltic Countries 9,2% 3,0% -1,9% 4,4%

Poland 1,6% -3,4% -1,0% 4,2%

Czech Republic -5,4% -1,9% 0,8% 1,7%

Slovakia -13,3% -1,0% 2,2% 5,6%

Russia 3,0% 4,2% 4,2% 3,8%

Germany -0,2% 2,5% 1,8% 1,0%

Austria 1,1% 0,6% 1,1% 1,6%

Sources: Euroconstruct, November 2012 and VTT, December 2012

Country-specific data in brackets includes: Finland - Rakennusteollisuus RT (February 2013); Sweden - Sveriges Byggindustrier

(February 2013); Norway – Prognosesenteret (September 2012); Denmark - Dansk Byggeri (February 2013)

Prospects for the future

� The uncertainty in Europe still continues.

� The growth predictions for construction activities and equipment rental were adjusted downwards during 2012 in nearly all of Cramo’s market areas and market-specific differences increased.

� Cramo takes a cautious approach to 2013. The equipment rental market will be challenging particularly during the first part of the year, but the economic situation in Cramo’s main markets is forecasted to improve

16

in Cramo’s main markets is forecasted to improve towards the end of the year.

� The Group’s guidance for 2013: “Referring to the market outlook, which pictures a high uncertainty in Cramo’s market areas, the Board does not consider it prudent to give a guidance on Group sales either growing or declining in 2013. However, the Group’s business demonstrates a good continuity over time. In 2013, already implemented and on-going efficiency measures are likely to yield an improvement in EBITA margin percentage compared with the previous year.

CRAMO PLC

ANNUAL GENERAL


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 a dividend of EUR 0.42 per share be paid for the

financial year 1 January – 31 December 2012.

• 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, 2 April 2013. The dividend will be paid on

18

9 April 2013.

ANNUAL GENERAL MEETING

26 March 2013

Marina Congress Center

Resolution on the remuneration of the members of

the Board and reimbursement of travel expenses

• The Nomination and Compensation Committee of the Board of Directors

proposes that:

– the Chairman of the Board be paid EUR 70,000 per year;

– the Deputy Chairman of the Board EUR 45,000 per year; and

– the other members of the Board EUR 35,000 per year;

– furthermore, it is proposed that 50 percent of the annual remuneration be

paid in Cramo shares purchased on the market on behalf of the Board

members;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 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 is proposed that all Board members would be entitled to a

compensation of EUR 1,000 per attended Board committee meeting; and

– reasonable travel expenses in accordance with an invoice.

20


26 March 2013


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.

22


26 March 2013


Election of the members of the Board of Directors

• The Nomination and Compensation Committee proposes that, in accordance

with their consents, the following current members of the Board be re-elected:

Stig Gustavson, Helene Biström, Eino Halonen, Victor Hartwall, Jari Lainio and

Esko Mäkelä and that Erkki Stenberg be elected as a new Board member, all to

serve for a term ending at the end of the next Annual General Meeting.

• J.T. Bergqvist has informed that he is not available for a new term as a Board

member.member.

24

Curriculum vitae of the proposed new Board

member Erkki Stenberg

• Erkki Stenberg

• Finnish citizen, born 1950, graduate of agriculture and forestry

• Senior Advisor at LVI-Dahl Ltd

• Primary work experience: CEO, LVI-Dahl Ltd 1995-2012; CEO, Suomen LVI-

Tukku Ltd 1984-1994; Various positions, Huber Ltd, 1976-1983.

25


26 March 2013


Resolution on the remuneration of auditors

• The Nomination and Compensation Committee proposes that the Auditors be

paid reasonable remuneration in accordance with the Auditors’ invoice.

27


26 March 2013


Resolution on the number of Auditors

• The Audit Committee of the Board of Directors proposes that one Auditor shall

be elected.

29


26 March 2013


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.

31


26 March 2013


Authorization of the Board to decide on the

acquisition and/or on the acceptance as pledge of

the Company’s own shares• The Board of Directors proposes that the General Meeting of Shareholders

authorizes the Board of Directors to decide on the acquisition 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. Only the unrestricted equity of the Company

can be used to acquire own shares on the basis of the authorization.

• Own shares can be acquired at a price formed in public trading on NASDAQ • 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).

• Not more than 400,000 shares acquired under this authorization may be used

for the incentive arrangements of the Company.

• The authorization is effective until the end of the next Annual General Meeting,

however, no longer than until 26 September 2014.

33


26 March 2013


Authorization of the Board to decide on the transfer of

the Company’s own shares I

• The Board of Directors proposes that the General Meeting of Shareholders

authorizes the Board of Directors to decide on the transfer of the Company’s

own shares as follows:

• 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 authorization is, however, at most 4,100,000 shares together with

the authorization of the Board of Directors concerning issuing of new shares. the authorization of the Board of Directors 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.

35

Authorization of the Board to decide on the transfer of

the Company’s own shares II

• 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

authorization 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 authorization

can also be used for incentive arrangements, however, not more than 400,000 can also be used for incentive arrangements, however, not more than 400,000

shares in total together with the authorization in the following item.

• The proposed authorization invalidates prior resolved and registered

authorizations regarding transfer of Company’s own shares.

• The proposed authorization does not invalidate any other possible authorization

decided in this meeting.

• The authorization is valid for five (5) years from the decision of the General

Meeting of Shareholders.

36


26 March 2013


Authorization of the Board to decide on share issue as

well as option rights and other special rights entitling

to shares I


authorizes 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 authorization are new shares of the Company.

Under the authorization, a maximum of 4,100,000 shares can be issued. The

maximum amount of the authorization is, however, at most 4,100,000 shares maximum amount of the authorization is, however, at most 4,100,000 shares

together with the authorization of the Board of Directors 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 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.

38



to shares II

• The Board of Directors is authorized to resolve on all terms for the share issue

and granting of the special rights entitling to shares. The Board of Directors is

authorized 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 authorization • Except for issuing of option rights for incentive arrangements, the authorization

can also be used for incentive arrangements, however, not more than 400,000

shares in total together with the authorization in the previous item.

• Using part of the authorization 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.

39



to shares III

• The proposed authorization invalidates prior resolved and registered

authorizations regarding share issue as well as issuing of option rights and other

special rights entitling to shares.

• The proposed authorization does not invalidate any other possible authorization

decided in this meeting.

• The authorization is valid for five (5) years from the decision of the General • The authorization is valid for five (5) years from the decision of the General

Meeting of Shareholders.

40


26 March 2013


Donations for charitable purposes


resolves to authorize the Board of Directors to decide on donations in total

maximum amount of EUR 20,000 for charitable or corresponding purposes, and

to authorize the Board of Directors to decide on the donation recipients,

purposes of use and other terms of the donations.

• The authorization is effective until the end of the next Annual General Meeting

of Shareholders.of Shareholders.

42


26 March 2013


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