CRAMO PLC ANNUAL GENERAL. 26 March Vesa Koivula President and CEO

Transcription

1 CRAMO PLC ANNUAL GENERAL MEETING 26 March 2013 Vesa Koivula President and CEO

2 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 , ,900 8 Resolution on the use of the profit shown on the balance sheet and the payment of dividend Resolution on the discharge of the members of the board and the CEO from liability 10 Resolution on the remuneration of the members of the board and reimbursement of travel expenses 11 Resolution on the number of members of the board , , , , Election of the members of the board - 10,210-17, , Resolution on the remuneration of auditors Resolution on the number of the auditors Election of auditor Authorization of the board to decide on the acquisition and/or on the acceptance as pledge of the Company's own shares 17 Authorization of the board to decide on the transfer of the Company's own shares 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 4, , Donations for charitable purposes , ,334 2

3 CRAMO PLC ANNUAL GENERAL MEETING 26 March 2013 Vesa Koivula President and CEO

4 Cramo s year 2012 Profits and cash flow up Balance sheet strengthened, gearing improved Finland Focus shifted from growth to operational excellence and value creation Norway Sweden Estonia St. Petersburg Russia Total of 376 depots (409 in 2011) Denmark Kaliningrad Latvia Lithuania Moscow Yekaterinburg Belarus Switzerland Germany Slovenia Croatia Bosnia and Herzegovina Czech Republic Austria Macedonia Albania Poland Slovakia Hungary Serbia Ukraine Moldova Romania Bulgaria 4

5 Cramo sales development International growth (CAGR : 43.8%) Operational excellence 680 m 688 m 580 m 496 m 447 m 492 m m) Sales ( 402 m Sales growth 2012: Actual: 1,3% In local currencies: -1,0% Excl. divested operations: 3,3% 77 m Acquisition of Cramo Group (2006) Acquisition of Theisen Group (2011)

6 Cramo EBITA development International growth Operational excellence Margin 23,3% 18,1% 19,3% 17,6% 3,9% 7,0% 10,5% 11,3% 96 m 102 m 73 m 71 m 78 m EBITA ( m) 34 m 18 m 17 m

7 Earnings and Dividend per share 2,00 1,50 1,69 1,43 1,00 0,93 EPS/DPS (EU UR) 0,50 0,00-0,50 0,59 0,18 0,00-0,06 0,09 0,60 0,30 0,42* -1,00-1,50-1, Earnings per share (EPS, diluted) Dividend per share (DPS) *Board proposal for year 2012 dividend. 7

8 Cramo s share price development 03/ / % 300 % 250 % 200 % 150 % 100 % 50 % Cramo share price and OMX Helsinki development (%) 0 % -50 % Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Cramo share price OMX Helsinki 8

9 Sales and EBITA by business segment Sales 2012/2011 EUR million Sales 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% EBITA 2012/2011, EUR m / % Central Europe 9,6% (10,3%) Denmark 5,4% (5,1%) Eastern Europe 10,1% (9,7%) Finland 16,2% (18,5%) EBITA EBITA-% 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% Norway 12,1% (11,5%) Sweden 46,4% (44,9%) Central Europe -0,2 3,7-0,4% 5,2% Eastern Europe 6,7 1,7 9,6% 2,6% 9

10 Sales by product and customer segment Sales by product area 2012 (2011) Sales by customer segment 2012 (2011) Rental related services and other 9% (8%) Tools 28% (28%) Households 3% (3%) Other 4% (4%) Public sector 15% (14%) Modular space 27% (26%) Access equipment 22% (22%) Construction equipment 15% (16%) Other industry 22% (21%) Construction industry 57% (57%) 10

11 Investments Gross capital expend diture (EUR million) ,5 115,4 125,1 0,8 86,2 32,7 147,1 31,9 124,3 0,5 31,5 53, CapEx CapEx, acquisitions 11

12 Strengthening capital structure ,3 % 160 % Net interest-bearin ng debt, EUR million ,4 % ,4 % 103,4 % 78,7 % ,1 % % 120 % 100 % 80 % 60 % 40 % 20 % Gear ring % Net interest-bearing debt Gearing 12

13 New financial targets reflect growing focus on profitability and dividend-paying capacity FY 2012 Profitability EBITA-% > 15 % of sales over a business cycle 11,3% Debt leverage Gearing maximum 100 % 65,1% Sales Sales growth faster than the market 1,3% (3,3%*) Return on equity ROE > 12 % over a business cycle 7,5% Profit distribution Profit distribution policy: stability, with appr. 40 % of EPS 45% * Sales growth excluding the sale of divested operations 13

14 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 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 14

15 Construction growth estimates Construction output, % change 2012E 2013E 2014E 2015O Finland -3,4% -2,3% 0,8% 2,1% Sweden Norway Denmark (-3,0%) (-2,0%) -2,4% 0,2% 2,6% (3,0%) (-1,0%) (1,0%) 4,7% 5,6% 2,5% (5,3%) (5,6%) (2,5%) 0,5% 2,2% 4,4% (-2,3%) (-2,1%) (1,2%) 2,7% 3,6% 4,7% 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) 15

16 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 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 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 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. 16

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18 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 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 The dividend will be paid on 9 April

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20 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. 20

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22 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. 22

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24 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. 24

25 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 ; CEO, Suomen LVI- Tukku Ltd ; Various positions, Huber Ltd,

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27 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. 27

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29 Resolution on the number of Auditors The Audit Committee of the Board of Directors proposes that one Auditor shall be elected. 29

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31 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. 31

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33 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 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

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35 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 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. 35

36 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. 36

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38 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 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. 38

39 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. 39

40 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. 40

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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 of Shareholders. 42

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