annual general meeting - cramo group · external launch planned at capital markets day in autumn...
Post on 27-Jun-2020
3 Views
Preview:
TRANSCRIPT
ANNUAL GENERAL MEETING
31 March 2016
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
Nordea SEB Handelsbanken
Item Topic Abstain Against Abstain Against Abstain Against Total
7 Adoption of the annual accounts - - 81 564 - - - 81 564
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
- - 81 564 - - - 81 564
10 Resolution on the remuneration of the
members of the board and reimbursement
of travel expenses
- - - - - - 0
11 Resolution on the number of members of
the board
- - - - - - 0
12 Election of the members of the board - 722 166 150 572 469 188 - - 1 341 926
13 Resolution on the remuneration of auditors - - - - - - 0
14 Resolution on the number of the auditors - - - - - - 0
15 Election of auditor - - - 2 334 - - 2 334
16 Authorisation of the board to decide on the
acquisition and/or on the acceptance as
pledge of the Company's own shares
- - - 41 706 - - 41 706
17 Authorisation of the board to decide on
share issue as well as option rights and
other special rights entitling to shares
- 488 360 - - - - 488 360
18 Donations for charitable purposes - - - - - - 0
19 Resolution on the establishment of a
Shareholder's Nomination Committee
- - - 150 572 - - 150 572
2
CRAMO PLC Annual General Meeting 2016
CEO Leif Gustafsson
FOR A GREAT DAY AT WORK
New CEO as of January 2016
Leif Gustafsson, 49 years
President and CEO as of January 2016
Construction Engineer
Primary work experience:
CEO, Stena Recycling International 2012-2015
CEO, Stena Recycling AB, 2008-2012
CEO, YIT Sverige AB, 2005-2008
Division manager, YIT Sverige AB, 2003-2005
Division manager, ABB Contracting 1999-2003
4
Initial reflections
Strong Cramo brand and brand recognition
Well positioned in the Nordics, Central
Europe and Eastern Europe
Further possibilities to develop under
strong corporate culture and skilled staff
Growth opportunities in existing markets
Business well aligned with the megatrend
of a sustainable and shared economy
5
Profitable growth continued in 2015
Sales EUR 667.9 (651.8) million, growth
of 2.5%
Growth in local currencies 4.7%
Equipment Rental growth 3.7%
Modular Space growth 9.8%
Comparable EBITA before non-recurring
items improved to EUR 86.8 (73.2) million
Comparable EBITA margin before non-
recurring items of 13.0% (11.2%)
Profitability improved in all markets and
product areas, except for Eastern Europe
being at last year’s level
6
Strong profitability development
EBITA before NRIs improved to EUR 86.8
(73.2) million, corresponding to a margin
of 13.0% (11.2%)
Indirect costs and direct cost ratio
decreased
Positive effect from performance
improvement actions
EBITA after NRIs improved to EUR 84.8
(70.3) million, corresponding to a margin
of 12.7% (10.8%)
Equipment Rental EBITA grew to EUR
64.9 (50.8) million, corresponding to a
margin of 11.4% (9.1%)
Modular Space EBITA grew to EUR 29.5
(26.9) million, corresponding to a margin
of 29.5% (29.0%)
EPS before NRIs EUR 1.17 (0.91)
2013 2014 2015
EBITA* EBITA* margin
80.586.8
11.2%
13.0%
73.2
* Before non-recurring items
7
Strong cash flow trend
Improved cash flow trend in FY 2015
Cash flow from operations of EUR
182.9m (118.3m), +55% vs. 2014
Cash flow after investments increased to
EUR 35.6m (-6.5m)
Gross Capex of EUR 175.0m (159.1m)
The Board of Directors proposes an
increase in dividend by 18% to EUR 0.65
(0.55) per share0
50
100
150
200
Q1/1
1
Q2/1
1
Q3/1
1
Q4/1
1
Q1/1
2
Q2/1
2
Q3/1
2
Q4/1
2
Q1/1
3
Q2/1
3
Q3/1
3
Q4/1
3
Q1/1
4
Q2/1
4
Q3/1
4
Q4/1
4
Q1/1
5
Q2/1
5
Q3/1
5
Q4/1
5
(EU
R m
)
Cash flow from operations (R12)
8
Financial targets
Profitability
Sales
Return on
equity
Profit
distribution
Sales growth faster than the market
EBITA margin >15% over a business cycle
ROE > 12% over a business cycle
Maximum gearing of 100%
Stability with approximately 40% of EPS
Debt
leverage
4.7% in locals
13.0%*
10.9%*
75.1%
EUR 0.65 (58% of EPS)
Financial target 2015
* Before non-recurring items
9
Sustainable way to deliver
Our three common values form the
backbone of our sustainability work
We are committed to customer
satisfaction
We conduct our business in a
credible way
We use creativity to attain
sustainable customer solutions
Corporate
Responsibility
Financial
Environmental
Social
Cramo CareCode of Conduct and Business Ethics
Supplier Code of Conduct
UN Global Compact
ISO 26000
Customer Care
Customer satisfaction
Safe solutions
Energy-efficient
solutions
Anti-corruption and
high business ethics
Employee Care
Diversity and equality
Safety
Recruitment and
competence
development
Dialogue, empowerment
and satisfaction
Environmental Care
Energy efficiency
Resource efficiency
Waste management
Low emissions
Social Care
Local engagement
Compliance with laws,
regulations and
agreements
10
Continued strategy execution in 2016
Further roll-out of Cramo Story in all
operating countries
Further strengthen the Cramo brand and
deliver on customer promises
Execution and training in all work streams
and deployment of corporate culture
Reap the benefits of performance
management
Capture growth opportunities and focus
on sales and business development
Continued benefits from performance
improvement actions
11
Initiatives to back core strategy
Cramo Group’s strategy work on
“Vision 2020” has been initiated
External launch planned at Capital
Markets Day in autumn 2016
Modular Space
growth strategy
Dynamic pricing
strategy
Outsourcing and
M&A strategy
12
Modular space: Harmonised high-quality fleet
with excellent references and growth opportunities
• Renovation needs / mold
problems
• Aging building stock
• Senior citizen housing
• Refugee inflow
• Both private and public sector
demand
• Temporary space needs in large
industrial and infrastructure
projects
• Industrial customers’ demand
for flexibility in cost base
• Modular space has high
reputation among private
customers
Schools
&
Daycare
• Renovation needs / mold
problems
• Aging building stock
• Urbanisation
• Refugee inflow
• Increasing birth rate in Sweden:
More need for new schools
• Mainly public sector customers
Offices
Accom-
modation
Growth Drivers
Sales 100 M€ 2014: 92.8 M€
Sales growth 9.8% In local currencies
EBITA 29.5 M€ 2014: 26.9 M€
EBITA-% 29.5 2014: 29.0%
13
Future prospects
Expected low interest rates (ECB) to boost
demand for housing in Europe
Immigration positively impacts construction
and modular space
Favorable construction outlook according
to Euroconstruct and Forecon
Long term, ERA expects equipment rental
to grow faster than construction
Numerous growth drivers in place for
modular space
Guidance: “In 2016, Cramo Group’s sales
will grow in local currencies and the EBITA
margin will improve compared to 2015.”
14
Thank you!
15
16
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 0.65 per share be paid for the
financial year 1 January – 31 December 2015.
• 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 2016. The dividend will be paid on
11 April 2016.
17
18
Resolution on the remuneration of the members of
the Board and reimbursement of travel expenses
• The Shareholder's Nomination Committee proposes that:
– the Chairman of the Board be paid EUR 70,000 per year;
– the deputy chairman of the Board EUR 40,000 per year; and
– the other members of the Board EUR 35,000 per year;
– furthermore, it is proposed that 50 per cent of the annual remuneration 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 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;
– the Chairman of the Audit Committee would receive an additional compensation of EUR 5,000 per year; and
– reasonable travel expenses refunded in accordance with an invoice.
19
20
Resolution on the number of members of the
Board of Directors
• The Shareholder's Nomination Committee proposes that the number of
members of the Board of Directors be confirmed as seven (7) ordinary
members.
21
22
Election of the members of the Board of Directors
• The Shareholder's Nomination Committee proposes that, in accordance
with their consents, the following current members of the Board be re-
elected: Helene Biström, Peter Nilsson, Joakim Rubin, Raimo
Seppänen, Erkki Stenberg and Caroline Sundewall and that Perttu
Louhiluoto be elected as new Board member, all to serve for a term
ending at the end of the Annual General Meeting 2017.
• Of the current members of the Board Leif Boström and Eino Halonen
have announced that they will not be available for re-election.
23
Curriculum vitae of the proposed new Board
member / Perttu LouhiluotoPerttu Louhiluoto
• M.Sc. (Econ), Master of Laws, Finnish citizen, born 1964
• Primary work experience: President, Services, Metso Corporation 2015- ;
President, Flow Control, Metso Corporation 2014 - 2015; President, Automation,
Metso Corporation 2012 - 2014; President, Energy and Environment Technology,
Metso Corporation 2011 - 2011; Senior Vice President, EMEA Market Area, Mining
and Construction Technology, Metso Corporation 2009 - 2011; Senior Vice
President, Operational Excellence, Metso Corporation 2008 - 2009; Partner,
McKinsey & Company 2000 - 2008; various positions, McKinsey & Company 1991-
1999.
• Current positions of trust: Board Member of Componenta Corporation since 2015
24
25
Resolution on the remuneration of Auditors
• The Audit Committee of the Board of Directors proposes that the Auditors be
paid reasonable remuneration in accordance with the invoice approved by the
Company.
26
27
Resolution on the number of the Auditors
• The Audit Committee of the Board of Directors proposes that one Auditor shall
be elected.
28
29
Election of Auditor
• The Audit Committee of the Board of Directors proposes that the firm of
authorised public accountants KPMG Oy Ab, which has appointed APA Toni
Aaltonen 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.
30
Toni Aaltonen
31
32
Authorisation of the Board to decide on the
acquisition and/or on the acceptance as pledge of
the Company’s own shares• The Board proposes that the General Meeting of Shareholders authorises the
Board 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 4,400,000 shares in total. 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 Ltd on the date of the acquisition or otherwise at a price formed on the market.
• The Board 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 authorisation may be used for the incentive arrangements of the Company.
• The authorisation is valid until the end of the next Annual General Meeting, however no longer than until September 30, 2017.
33
34
Authorisation of the Board to decide on share issue,
as well as issue of option rights and other special
rights entitling to shares I
• The Board of Directors proposes that the General Meeting of Shareholders
authorises 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 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.
35
Authorisation of the Board to decide on share issue,
as well as issue of option rights and other special
rights entitling to shares II
• 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.
• 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.
36
Authorisation of the Board to decide on share issue,
as well as issue of option rights and other special
rights entitling to shares III
• 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 2017.
37
38
Donations for charitable purposes
• The Board of Directors proposes that the General Meeting of Shareholders
resolves to authorise the Board of Directors to decide on donations in total
maximum amount of EUR 20,000 for charitable or corresponding purposes, and
to authorise the Board of Directors to decide on the donation recipients,
purposes of use and other terms of the donations.
• The authorisation is valid until the end of the next Annual General Meeting of
Shareholders.
39
40
Adoption of the charter of the Shareholder’s
Nomination Committee
• According to the adopted charter the Shareholder's Nomination Committee shall
review the charter annually and propose possible changes to the next Annual
General Meeting for adoption.
• The Shareholder's Nomination Committee proposes the charter of the
Nomination Committee remains unchanged.
41
42
top related