CRAMO PLC ANNUAL GENERAL MEETING 1 April 2014 Vesa Koivula - - PowerPoint PPT Presentation

CRAMO PLC

ANNUAL GENERAL MEETING

1 April 2014 Vesa Koivula President and CEO

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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

• 47,261
• 47,261

8 Resolution on the use of the profit shown

• n the balance sheet and the payment of

dividend

• 9

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

• 47,261
• 47,261

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

• f travel expenses
• 11

Resolution on the number of members of the board

• 38,805
• 38,805

12 Election of the members of the board 47,241 2,072,203 339,089 227,066

• 2,685,599

13 Resolution on the remuneration of auditors -

• 14

Resolution on the number of the auditors

• 15

Election of auditor

• 2,334
• 2,344

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

• 38,805
• 78,800
• 117,605

17 Authorization of the board to decide on the transfer of the Company's own shares

• 1,397,063 -

78,800

• 1,475,863

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

• ther special rights entitling to shares
• 1,358,258 -

78,800

• 1,437,058

19 Donations for charitable purposes

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Cramo’s year 2013

• Operational excellence
• Improving profitability
• Strong cash flow

Number of depots 12/2013: 357

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

2005

International growth (CAGR 2005-11: 43.8%)

€ 77 m Sales (€ m)

Cramo sales development 2005-13

2011 2012 2013 € 688 m

Operational excellence

4 2006 2007 2008 2009 2010 € 680 m € 492 m € 447 m € 580 m € 496 m € 402 m 2014 € 657 m

2005

International growth

EBITA (€ m)

Cramo EBITA development 2005-13

2011 2012 2013

Operational excellence

5 2006 2007 2008 2009 2010 2014 € 18 m € 78 m € 71 m € 34 m € 17 m € 102 m € 96 m € 73 m € 80 m

1,69 1,43

• 1,16
• 0,06

0,60 0,93 1,00 0,59 0,18 0,00 0,09 0,30 0,42 0,60

• 1,50
• 1,00
• 0,50

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

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Earnings and Dividend per share

*Board proposal for year 2013 dividend

*

Sales and EBITA by business segment

Sales 2013 (2012), % Sales 2013/2012 EUR million EBITA 2013/2012, EUR m / %

7 2013 2012 Change% Finland 102,6 112,7

• 9,0%

Sweden 316,7 322,4

• 1,8%

Norway 90,9 84,2 8,0% Denmark 28,5 37,7

• 24,3%

Central Europe 74,7 67,0 11,5% Eastern Europe 52,8 70,3

• 24,8%

EBITA EBITA-% 2013 2012 2013 2012 Finland 19,3 21,0 18,8% 18,6% Sweden 55,3 57,6 17,5% 17,9% Norway 6,6 5,3 7,3% 6,3% Denmark 0,0

• 5,0

0,1%

• 13,3%

Central Europe

• 1,1
• 0,2
• 1,4%
• 0,4%

Eastern Europe 8,2 6,7 15,5% 9,6%

Finland 15,4% (16,2%) Sweden 47,5% (46,4%) Norway 13,6% (12,1%) Denmark 4,3% (5,4%) Central Europe 11,2% (9,6%) Eastern Europe 7,9% (10,1%)

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Sales by product and customer segment

Sales by product area 2013 (2012) Sales by customer segment 2013 (2012)

31 % 17 % 23 % 12 % 14 % 2 % Tools

• Constr. equipment

Access equipment Modular space Site huts Other 55 % 24 % 15 % 3 % 4 % Construction Other Industry Public sector Households Other

Modular space by industry segment 2013

58 % 37 % 5 % Public sector Other industry Construction

• Cramo is the biggest player in Nordic modular space
• Modular space accounted for 12.3% of Group sales in 2013
• Non-construction modular space provides stability:

― longer contract length, higher utilisations and better margins than in construction rental services on average

58,2 66,3 37,7 34,4

• 80
• 60
• 40
• 20

20 40 60 80 Q1/09 Q2/09 Q3/09 Q4/09 Q1/10 Q2/10 Q3/10 Q4/10 Q1/11 Q2/11 Q3/11 Q4/11 Q1/12 Q2/12 Q3/12 Q4/12 Q1/13 Q2/13 Q3/13 Q4/13 Quarterly cash flow (EUR m) Cash flow from operations Cash flow after investments

9

Excellent cash flow

Acquisition of Theisen Group Acquisition of Tidermans in Sweden and Stavdal in Norway Formation of Fortrent and

• utsourcing cases in Norway

10

Stable capital structure

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

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

Group strategy

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• 1,18
• 0,06

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

09 10 11 12 13 113,4 % 103,4 % 78,7 % 65,1 % 72,9 % 09 10 11 12 13 3,9 % 7,0 % 10,5 % 11,3 % 12,2 % 09 10 11 12 13

Financial target realisation in 2013

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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
• 12,1 %
• 0,6 %

5,4 % 7,5 % 8,3 % 09 10 11 12 13

• 23,0 %

10,2 % 38,2 % 1,3 %

• 4,5 %

09 10 11 12 13

EPS DPS

?

Group Financial Target level

* Board proposal

*

Construction growth estimates 2013-15

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Construction output, % change

2013E 2014F 2015F Finland

• 2,7%

(-3,0%)

0,5%

(-1,0%)

1,6% Sweden

• 0,4%

(0,0%)

1,6%

(+5,0%)

2,9%

(+2,0%)

Norway 3,7% 3,6% 3,7% Denmark 2,4%

(-4,5%)

3,3%

(3,2%)

4,2%

(0,0%)

Baltic Countries 2,0%

• 1,0%

0,0% Poland

• 8,9%

3,5% 4,4% Czech Republic

• 8,2%
• 4,2%
• 0,9%

Slovakia

• 7,8%
• 0,8%

1,8% Russia

• 1,0%

2,0% 5,0% Germany 0,3% 2,7% 1,2% Austria 0,5% 1,2% 1,3%

Sources: Euroconstruct, November 2013 and VTT, December 2013 Country-specific data in brackets includes: Finland - Rakennusteollisuus RT (February 2014); Sweden - Sveriges Byggindustrier (February 2014); Denmark - Dansk Byggeri (February 2014)

Cramo’s share price development 03/2009 – 03/2014

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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 EUR

Closing price

10 largest shareholders (31 Dec 2013) Monthly share turnover (EURm)

Private placement of 4 645 479 shares (10.9%). *Source: ThomsonReuters (venues: Helsinki, Chi-X Europe, Stockholm, BATS, Turquoise, BATS, CHI-X OTC, BOAT, LES, POSIT, UBS MTF, Instinet BlockMatch, SIGMA X MTF, Burgundy) **Source: Euroclear (month-end).

Free float ~ 85% Foreign ownership up 19 %-points in 2013 Top management holds 201 545 Cramo shares

Cramo share: High free float ensures good liquidity

Q4/2012 Q4/2013

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# Shareholder Shares % 1 Hartwall Capital Oy Ab 4 491 702 10,48 2 Rakennusmestarien Säätiö 2 129 422 4,97 3 Nordea Nordenfund 1 251 507 2,92 4 Varma Mutual Pension Insurance Company 968 387 2,26 5 Odin Finland 825 518 1,93 6 Fondita Nordic Micro Cap 775 000 1,81 7 Investment fund Aktia Capital 600 000 1,40 8 OP-Focus Non-UCITS Fund 477 744 1,12 9 OP-Delta Fund 468 605 1,09 10 OP-Finland Value Fund 451 741 1,05 Ten largest owners, total 12 439 626 29,03 Nominee registered 15 537 301 36,26 Others 14 867 406 34,70 Total 42 844 333 100,00

0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 20 40 60 80 100 120 Oct 12 Nov 12 Dec 12 Jan 13 Feb 13 Mar 13 Apr 13 May 13 Jun 13 Jul 13 Aug 13 Sep 13 Oct 13 Nov 13 Dec 13 Jan 14 EUR million Share turnover (lhs)* Foreign ownership (rhs)**

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Future prospects

The economies in the Eurozone are estimated to take an upward turn in 2014. Growth is expected particularly in the second half of the year Market-specific differences in construction and the demand for rental are still considerable in Europe In the long term, the equipment rental market is expected to grow faster than the construction market. Changes in demand usually follow those in construction with a delay and may be strong The European Rental Association (ERA) is expecting equipment rental to grow in all of Cramo’s main market areas in 2014 Guidance for 2014: “In 2014, Cramo Group’s EBITA margin will continue to improve compared to 2013. Cramo Group’s sales is also expected to grow in 2014, however, exact sales is exposed to changing exchange rates.”

CRAMO PLC

ANNUAL GENERAL MEETING OF SHAREHOLDERS

1 April 2014

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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 0.60 per share be paid for the financial year 1 January – 31 December 2013.

• 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 2014. The dividend will be paid on 11 April 2014.

ANNUAL GENERAL MEETING 1 April 2014 Finlandia Hall

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.

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ANNUAL GENERAL MEETING 1 April 2014 Finlandia Hall

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 1 April 2014 Finlandia Hall

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: Helene Biström, Eino Halonen, Victor Hartwall and Erkki Stenberg and that Leif Boström, Caroline Sundewall and Raimo Seppänen be elected as new Board members, all to serve for a term ending at the end of the next Annual General Meeting.

• Stig Gustavson, Jari Lainio and Esko Mäkelä have informed that they are not

available for a new term as a Board member.

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Curriculum vitaes of the proposed new Board members I

Leif Boström

• Born 1959, Swedish citizen, Management training, Economic studies
• CFO, LKAB (since 2005)
• Primary work experience: Financial Manager, Minelco Group 1998-2005;

Accounts Manager, LKAB 1995-1998; Controller, LKAB 1992-1995; Purchasing Officer, NCC 1990-1992; Supervisor, NCC 1984-1990

• Current positions of trust: Board Chairman: LKAB Fastigheter AB, Wassara

AB, LKAB Försäkring AB, HRLC Luleå University of Techology, LKAB Excellence Center Luleå University of Techology.

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Curriculum vitaes of the proposed new Board members II

Raimo Seppänen

• Born 1956, Finnish citizen, Civil Engineer
• Head of Housing Repairs, YIT Construction Ltd., Apartment Houses

Metropolitan Area -unit (since 2006)

• Primary work experience: Specialist (Structural technology), The Helsinki

Housing Production Bureau (ATT), 2000-2006; General Site Manager, Head of Site Management for renovation and residential construction, Haka, Skanska, 1987-2000.

• Current positions of trust: Board Chairman: Rakennusmestarien Säätiö

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Curriculum vitaes of the proposed new Board members III

Caroline Sundewall

• Born 1958, Swedish citizen, MBA
• Independent Business Consultant, Caroline Sundewall AB (since 2001)
• Primary work experience: Business Commentator, Finanstidningen, 1999 –

2001; Freelance Commentator, Swedish National Television and Swedish National Radio, 1994 – 2001; Editor and Commentator, Sydsvenska Dagbladet (Business section), 1992 – 1999; Business Controller, Ratos AB, 1989 -1992.

• Current positions of trust: Board Chairman: Svolder; Board Member: Lifco

AB, Pågen Group, Mertzig Asset Management and Södra Skogsägarna

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ANNUAL GENERAL MEETING 1 April 2014 Finlandia Hall

Resolution on the remuneration of auditors

• The Nomination and Compensation Committee of the Board of Directors

proposes that the Auditors be paid reasonable remuneration in accordance with the invoice approved by the Company.

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ANNUAL GENERAL MEETING 1 April 2014 Finlandia Hall

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 1 April 2014 Finlandia Hall

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.

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Toni Aaltonen

34 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 Tikkurila, SOL Group, and Tecnotree. In addition he is co-auditor of Fiskars and Elisa. ■ 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 17 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

ANNUAL GENERAL MEETING 1 April 2014 Finlandia Hall

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

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 1 October 2015.

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ANNUAL GENERAL MEETING 1 April 2014 Finlandia Hall

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

• wn 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 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 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 1 April 2014 Finlandia Hall

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

• 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 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 together with the authorization of the Board of Directors concerning transferring

• f 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

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

Meeting of Shareholders.

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ANNUAL GENERAL MEETING 1 April 2014 Finlandia Hall

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.

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ANNUAL GENERAL MEETING 1 April 2014 Finlandia Hall