annual general meeting - cramo group · external launch planned at capital markets day in autumn...

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


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


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

http://cramoadapteo.fi/globalassets/images/content_images/c80_gallery/office_two_storeys_outside_c80.jpg

http://cramoadapteo.fi/globalassets/images/content_images/c80_gallery/office_two_storeys_outside_c80.jpg

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

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

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

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

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

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

Resolution on the number of the Auditors

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

be elected.

28

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

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

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



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



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

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

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

annual general meeting - cramo group · external launch planned at capital markets day in autumn...

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