ANNUAL GENERAL MEETING - Cramo Group · Skandinaviska Enskilda Banken AB (publ) and Svenska...
Transcript of 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
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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
MEETING MEETING 26 March 2013
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)
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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 / %
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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%)
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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
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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
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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
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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
MEETING MEETING 26 March 2013
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
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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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
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.
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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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
Resolution on the number of Auditors
• The Audit Committee of the Board of Directors proposes that one Auditor shall
be elected.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
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.
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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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
Authorization of the Board to decide on share issue as
well as option rights and other special rights entitling
to shares I
• The Board of Directors proposes that the General Meeting of Shareholders
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.
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Authorization of the Board to decide on share issue as
well as option rights and other special rights entitling
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.
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Authorization of the Board to decide on share issue as
well as option rights and other special rights entitling
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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center
Donations for charitable purposes
• The Board of Directors proposes that the General Meeting of Shareholders
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.
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ANNUAL GENERAL MEETING
26 March 2013
Marina Congress Center