ANNUAL GENERAL MEETING 31 March 2015 Summary of the abstentions and - - PowerPoint PPT Presentation

ANNUAL GENERAL MEETING

31 March 2015

Summary of the abstentions and opposing votes given by the holders

• f 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

• 74 053
• 74 053

8 Resolution on the use of the profit shown

• n the balance sheet and the payment of

dividend

• 120 846

2 334

• 123 180

9 Resolution on the discharge of the members of the board and the CEO from liability

• 74 053
• 74 053

10 Resolution on the amendments of the Articles of Association

• 11

Resolution on the remuneration of the members of the board and reimbursement

• f travel expenses
• 12

Resolution on the number of members of the board

• 38 805
• 38 805

13 Election of the members of the board

• 528 828
• 45 936
• 574 764

14 Resolution on the remuneration of auditors - 105 887

• 34 263
• 140 150

15 Resolution on the number of the auditors

• 16

Election of auditor

• 67 082
• 36 597
• 103 679

17 Authorization of the board to decide on the acquisition and/or on the acceptance as pledge of the Company's own shares 38 805

• 120 846
• 159 651

18 Authorization of the board to decide on share issue as well as option rights and

• ther special rights entitling to shares
• 1 538 163 -

120 846

• 1 659 009

19 Donations for charitable purposes

• 960 964
• 960 964

20 Resolution on the establishment of a Shareholder's Nomination Committee

ANNUAL GENERAL MEETING

Vesa Koivula President and CEO 31 March 2015

4

Cramo’s year 2014

• Weaker than expected market
• Improved result towards year-end
• New focused Group strategy

Number of depots 12/2014: 329

Russia Denmark Germany Poland Czech Republic Austria Hungary Slovakia Ukraine Belarus Lithuania Latvia Estonia Norway Sweden Finland Romania Moldova Bulgaria Slovenia Croatia Bosnia and Herzegovina Serbia Macedonia Albania Switzerland Kalinin- grad

14 18 73 96 102 17 34 71 78 80 70 71 77 402 496 580 447 492 680 688 657 652

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Sales and EBITA (€ m)

Cramo sales and EBITA development 2004-14

5

Domestic growth International expansion Operational excellence

Cramo Group Sales Cramo Group EBITA (after non-recurring items) Acquisition of Theisen Group

Cramo Story

Strategic theme

Acquisition of Cramo Group

19 20 103 104 2013 2014

NORWAY DENMARK CENTRAL EUROPE EASTERN EUROPE FINLAND SWEDEN

Sales and EBITA by business segment 2013-14

6

* Sales change in local currency

Sales EBITA (after non-recurring items)

55 56 317 313 2013 2014 8 6 53 50 2013 2014 7 4 91 83 2013 2014

• 1
• 6

75 78 2013 2014

• 3

29 30 2013 2014

+1.6% 18.8% 19.6%

EBITA margin: Sales growth:

• 1.2% (+3.9%*)

17.5% 17.8%

EBITA margin: Sales growth:

• 9.3% (-2.9%*)

7.3% 5.4%

EBITA margin: Sales growth:

+3.6% 0.1%

• 11.4%

EBITA margin: Sales growth:

+4.1%

• 1.4%
• 7.7%

EBITA margin: Sales growth:

• 5.4% (-4.5%*)

15.5% 12.3%

EBITA margin: Sales growth:

OUR PRESENCE OUR PRODUCTS*

Cramo Group sales overview

Generally stable development, share of modular space increased

7

* Sales generated from rental-related services have been allocated to product groups

FY2014 (Sales EUR 652m)

OUR CUSTOMERS

FY2013 (Sales EUR 657m)

55 % 25 % 14 % 2 % 4 % Construction Other Industry Public sector Households Other 55 % 24 % 15 % 3 % 4 % Construction Other Industry Public sector Households Other 31 % 15 % 23 % 14 % 14 % 3 % Tools

• Constr. equipment

Access equipment Modular space Site huts Other 31 % 17 % 23 % 12 % 14 % 2 % Tools

• Constr. equipment

Access equipment Modular space Site huts Other 48 % 16 % 13 % 4 % 12 % 8 % Sweden Finland Norway Denmark Central Europe Eastern Europe 48 % 15 % 14 % 4 % 11 % 8 % Sweden Finland Norway Denmark Central Europe Eastern Europe

Capital expenditure

8

31,5 53,5 147,1 124,3 100,5 147,7 0,5 32,7 115,4 0,8 29,1 11,4 31,9 86,2 262,5 125,1 129,6 159,1

50 100 150 200 250 300 2009 2010 2011 2012 2013 2014 Gross capital expenditure (EUR million) CapEx CapEx, acquisitions

Organic net capital expenditure: EUR 120.6m

Stable capital structure

9

365 477 384 383 390 347 365 385 109,4 % 149,3 % 113,4 % 103,4 % 78,7 % 65,1 % 72,9 % 84,7 %

0% 20% 40% 60% 80% 100% 120% 140% 160% 100 200 300 400 500 600 2007 2008 2009 2010 2011 2012 2013 2014 Gearing Net interest-bearing debt, EUR million Net interest-bearing debt Gearing

10

Cash flow development

138,7 121,0 76,6 68,3 138,5 146,0 160,3 118,3

• 36,6
• 95,6

65,4 27,4

• 55,3

62,2 50,3

• 6,5
• 150
• 100
• 50

50 100 150 200 2007 2008 2009 2010 2011 2012 2013 2014 Cash Flow (EUR million) Cash flow from operations Cash flow after investments

1,70 1,43

• 1,18
• 0,06

0,60 0,94 1,01 0,37 0,59 0,18 0,00 0,09 0,30 0,42 0,60 0,55 0,91

• 1,50
• 1,00
• 0,50

0,00 0,50 1,00 1,50 2,00 2007 2008 2009 2010 2011 2012 2013 2014 EPS/DPS (EUR) Earnings per share (EPS) Dividend per share (DPS) EPS before NRIs

Earnings and Dividend per share

11

* Board proposal for year 2014 dividend

*

• 1,18
• 0,06

0,60 0,94 1,01 0,91 0,00 0,09 0,30 0,42 0,60 0,55

09 10 11 12 13 14

113,4 % 103,4 % 78,7 % 65,1 % 72,9 % 84,7 %

09 10 11 12 13 14

• 12,1 %
• 0,6 %

5,4 % 7,5 % 8,3 % 8,1 %

09 10 11 12 13 14

3,9 % 7,0 % 10,5 % 11,3 % 12,2 % 11,2 %

09 10 11 12 13 14

Financial target realisation in 2014

12

Profitability

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

Debt leverage

Gearing maximum 100 %

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

EPS DPS Note: FY 2014 EBITA margin, ROE and EPS presented before reported non-recurring items

* Nominal rental market growth in current Cramo countries (based on ERA and management estimates) ** Board proposal

**

Target Level Target Level Target Level

4,0 % 7,8 %

Rental market* Cramo Sales

CAGRs 09-14

Target Level

New focused Group strategy

13

Construction growth estimates 2014-17

Sources: Euroconstruct, November 2014 and Forecon, December 2014 Country-specific data in brackets includes: Finland - Rakennusteollisuus RT (February 2015); Sweden - Sveriges Byggindustrier (February 2015); Denmark - Dansk Byggeri (February 2015)

Construction output, % change

2014E 2015F 2016F 2017O Finland

• 0,2%

(-3,0%)

1,5%

(-0,5%)

1,7% 3,2% Sweden 5,3%

(+12,0%)

1,3%

(+8,0%)

1,1%

(+1,0%)

1,6% Norway 2,1% 3,9% 2,5% 2,9% Denmark 2,5%

(2,3%)

2,9%

(-1,9%)

3,5%

(3,2%)

3,7% Baltics 1,0%

• 2,0%

4,0% 5,0% Poland 4,9% 7,1% 6,2% 6,7% Czech Republic 1,0% 2,5% 3,3% 4,0% Slovakia

• 0,4%

1,8% 2,7% 3,0% Germany 2,4% 1,8% 0,2%

• 0,4%

Austria 1,7% 1,0% 1,3% 1,5% Russia

• 2,0%
• 2,0%

2,0% 4,0%

14

5 10 15 20 25 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 EUR Closing price

Cramo’s share price development 03/2009 – 03/2015

15

* Total shareholder return over the 2 March 2009 – 2 March 2015 period

For Cramo, the most significant uncertainties relate to the Ukrainian crisis and the overall economic situation in Russia The decline in oil price is expected to have a positive impact on economic development with the exception of Norway and Russia Euroconstruct estimates that in 2015, construction would increase in all of Cramo’s operating countries with the exception of Estonia, Latvia and Russia In the long term, the equipment rental market is expected to grow faster than construction The European Rental Association (ERA) is expecting equipment rental services to increase in all of Cramo’s main markets in 2015. The growth is expected to somewhat strengthen compared to 2014 Guidance for 2015: “There are economic and political uncertainties in Cramo’s markets related to 2015. With the current market outlook, Cramo Group’s sales will grow in local currencies and the EBITA margin will improve in 2015 compared to 2014.”

16

Future prospects

In 2015, growth will be modest in many countries, but there are significant country-specific differences in the estimated development

17

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 0.55 per share be paid for the financial year 1 January – 31 December 2014.

• The dividend will be paid to shareholders registered in the shareholders’ register
• f the Company held by Euroclear Finland Ltd on the record date of the dividend

payment, April 2, 2015. The dividend will be paid on April 13, 2015.

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19

Proposal by the Board of Directors to amend the Articles of Association

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

the first sentence of paragraph 4 of the Articles of Association be amended as follows: "The Board of Directors shall consist of five to eight members." Otherwise the wording of the paragraph 4 shall remain unchanged.

• In addition, the Board of Directors proposes to the General Meeting of

Shareholders that the second section of paragraph 8 of the Articles of Association be amended as follows: "The summons to the General Meeting of Shareholders must be published on the website of the Company no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting of Shareholders, but in any case at the latest nine (9) days prior to the record date of the General Meeting of Shareholders. The Board of Directors may decide to publish the summons or the notice of the General Meeting during the same time limit in one or several newspapers. The summons shall state the date by when the Shareholder shall at the latest sign in to the Company in order to attend the meeting.“

• Otherwise the wording of the paragraph 8 shall remain unchanged.

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21

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;

• 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.

22

23

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 eight (8)

• rdinary members provided that the General Meeting of Shareholders

has resolved to adopt the amendment of paragraph 4 of the Articles of Association as proposed in Section 10.

24

25

Election of the members of the Board of Directors

• The Nomination and Compensation Committee has proposed that, in

accordance with their consents, the following current members of the Board be re-elected: Helene Biström, Leif Boström, Eino Halonen, Victor Hartwall, Raimo Seppänen, Erkki Stenberg and Caroline Sundewall and that Michael Rosenlew be elected as new Board member, all to serve for a term ending at the end of the next Annual General Meeting.

• Victor Hartwall and Michael Rosenlew have on 27 March 2015 informed

that they are not available as Board members.

• The Nomination and Compensation Committee has revised its original

proposal so that the following current members of the Board be re- elected: Helene Biström, Leif Boström, Eino Halonen, Raimo Seppänen, Erkki Stenberg and Caroline Sundewall and that Joakim Rubin and Peter Nilsson be elected as new Board member, all to serve for a term ending at the end of the next Annual General Meeting.

26

Curriculum vitae of the proposed new Board member / Joakim Rubin

Joakim Rubin

• M.Sc. (Industrial Engineering and Management), Swedish citizen, born 1960
• Primary work experience: Founding Partner of Zeres Capital, Senior Partner

at CapMan Group (2008-), several positions at Handelsbanken Capital Markets (1995 – 2008) including Head of Corporate Finance and Debt Capital Markets.

• Current positions of trust: Board member of ÅF AB (since 2012), B&B Tools

AB (since 2011) and Intrum Justitia AB (since 2010) and he has previously served on the board of directors of Nobia AB and Sanitec Corporation.

27

Curriculum vitae of the proposed new Board member / Peter Nilsson

Peter Nilsson

• M.Sc. (Econ.), Swedish citizen, born 1962
• Primary work experience: CEO and President of Sanitec Corporation during

2010–2015, CEO at Duni AB during 2004–2007, upheld various Senior Management positions at Swedish Match Group during 1987–2003 .

• Current positions of trust: Board member of Tråd & Galler AB (since 2005).

Previously, he has served as the Chairman of the board of directors of Sanitec Corporation from 2008 until 2010 and Securitas Direct AB from 2008 until 2011.

28

29

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.

30

31

Resolution on the number of the Auditors

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

be elected.

32

33

Election of Auditor

• The Audit Committee of the Board of Directors proposes that the firm of

authorized 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.

34

Toni Aaltonen

35 Name Toni Aaltonen, born 1972 Position Partner, KPMG audit Qualifications ■ M Sc. (Econ), Turku School of Economics 1997, Authorised Public Accountant 2002 Experience ■ Toni joined KPMG in 1997. ■ He is principal auditor of Cramo, Tikkurila and SOL Group. In addition he is co- auditor of Fiskars and Elisa Telecom. ■ He is also principle auditor for number of owner managed companies for example Aho Group, Teknikum and Mediverkko ■ He is familiar with group accounts, developing accounting processes and IFRS. In addition, he has audit experience of shared service centers. ■ Overall Toni has an extensive 18 years experience in finance and accounting. ■ Among his client engagements he is trainer in accounting and IFRS courses. Sector expertise ■ Consumer products, industry services and pharma

36

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 4,400,000 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

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

• f 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 September 30, 2016.

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38

Authorization 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

authorizes the Board of Directors to decide on share issue as well as issue of

• ption rights and other special rights entitling to shares, pursuant to Chapter 10
• f the Companies Act as follows:
• The shares issued under the authorization are new or those in the Company's
• possession. Under the authorization, 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 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.

39

Authorization 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 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

can also be used for incentive arrangements, however, not more than 400,000 shares in total.

• 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.

40

Authorization 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 authorization invalidates prior resolved and registered

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

Meeting of Shareholders.

41

42

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
• f Shareholders.

43

44

Establishment of a Shareholder’s Nomination Committee I

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

resolves to establish a Shareholders' Nomination Committee to prepare in the future annually proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors.

• In addition, the Board of Directors proposes that the General Meeting of

Shareholders adopts the Charter of the Shareholders' Nomination Committee which regulates the nomination and composition of the Nomination Committee as well as defines the tasks and duties of the Nomination Committee.

45

Establishment of a Shareholder’s Nomination Committee II

• According to the proposal, the Nomination Committee consists of maximum four

members, of which maximum three represent the Company's largest shareholders who, on the last business day of August preceding the next Annual General Meeting, hold the largest number of votes calculated of all shares in the Company.

• The Chairman of the Board of Directors shall be a member of the Nomination

Committee.

• The Chairman of the Board of Directors shall request the three largest

shareholders of the Company each to nominate one member to the Nomination

• Committee. Should a shareholder not wish to use its nomination right, the right

may be transferred by the Chairman of the Board of Directors to the next largest shareholder who would otherwise not have a nomination right.

46

Establishment of a Shareholder’s Nomination Committee III

• The duties of the Nomination Committee shall include:

– to prepare and present to the Annual General Meeting a proposal on the number of the members of the Board of Directors, a proposal on the remuneration of the members of the Board of Directors for their work both at the Board of Directors and at the Board committees and a proposal on the members of the Board of Directors – to present the charter of the Nomination Committee to the Annual General Meeting annually for approval.

• The Nomination Committee shall prepare a proposal to be presented to the

Annual General Meeting on the composition of the Board of Directors. However, any shareholder of the Company may also make a proposal directly to the Annual General Meeting in accordance with the Finnish Companies’ Act.

• The Nomination Committee shall submit its proposals to the Board of Directors

well in advance before the Board of Directors resolves to convene the Annual General Meeting.

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