ANNUAL GENERAL MEETING. 31 March 2016

Transcription

1 ANNUAL GENERAL MEETING 31 March 2016

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 Resolution on the use of the profit shown on the balance sheet and the payment of dividend 9 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 12 Election of the members of the board Resolution on the remuneration of auditors Resolution on the number of the auditors Election of auditor Authorisation of the board to decide on the acquisition and/or on the acceptance as pledge of the Company's own shares 17 Authorisation of the board to decide on share issue as well as option rights and other special rights entitling to shares 18 Donations for charitable purposes Resolution on the establishment of a Shareholder's Nomination Committee

3 CRAMO PLC Annual General Meeting 2016 CEO Leif Gustafsson FOR A GREAT DAY AT WORK

4 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 CEO, Stena Recycling AB, CEO, YIT Sverige AB, Division manager, YIT Sverige AB, Division manager, ABB Contracting

5 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

6 Profitable growth continued in 2015 Sales EUR (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 nonrecurring 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

7 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 11.2% EBITA after NRIs improved to EUR 84.8 (70.3) million, corresponding to a margin 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%) EBITA* EBITA* margin Modular Space EBITA grew to EUR 29.5 (26.9) million, corresponding to a margin of 29.5% (29.0%) EPS before NRIs EUR 1.17 (0.91) * Before non-recurring items 7

8 Q1/11 Q2/11 Q3/11 Q4/11 Q1/12 Q2/12 Q3/12 Q4/12 Q1/13 Q2/13 Q3/13 Q4/13 Q1/14 Q2/14 Q3/14 Q4/14 Q1/15 Q2/15 Q3/15 Q4/15 (EUR m) Strong cash flow trend 200 Improved cash flow trend in FY 2015 Cash flow from operations of EUR m (118.3m), +55% vs 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 (0.55) per share 0 Cash flow from operations (R12) 8

9 Financial targets Financial target 2015 Sales Sales growth faster than the market 4.7% in locals Profitability EBITA margin >15% over a business cycle 13.0%* Return on equity ROE > 12% over a business cycle 10.9%* Debt leverage Maximum gearing of 100% 75.1% Profit distribution Stability with approximately 40% of EPS EUR 0.65 (58% of EPS) * Before non-recurring items 9

10 Sustainable way to deliver Cramo Care Code of Conduct and Business Ethics Supplier Code of Conduct UN Global Compact ISO Our three common values form the backbone of our sustainability work Customer Care Customer satisfaction Safe solutions Energy-efficient solutions Anti-corruption and high business ethics Corporate Responsibility Financial Environmental Social Employee Care Diversity and equality Safety Recruitment and competence development Dialogue, empowerment and satisfaction We are committed to customer satisfaction We conduct our business in a credible way Environmental Care Energy efficiency Resource efficiency Waste management Low emissions Social Care Local engagement Compliance with laws, regulations and agreements We use creativity to attain sustainable customer solutions 10

11 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

12 Initiatives to back core strategy Modular Space growth strategy Cramo Group s strategy work on Vision 2020 has been initiated Dynamic pricing strategy External launch planned at Capital Markets Day in autumn 2016 Outsourcing and M&A strategy 12

13 Modular space: Harmonised high-quality fleet with excellent references and growth opportunities Sales 100 M 2014: 92.8 M Sales growth 9.8% In local currencies EBITA 29.5 M 2014: 26.9 M EBITA-% : 29.0% Growth Drivers 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 Offices 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 Renovation needs / mold problems Aging building stock Senior citizen housing Refugee inflow Both private and public sector demand Accommodation 13

14 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

15 Thank you! 15

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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 0.65 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, 4 April The dividend will be paid on 11 April

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19 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

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21 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

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23 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 reelected: 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 Of the current members of the Board Leif Boström and Eino Halonen have announced that they will not be available for re-election. 23

24 Curriculum vitae of the proposed new Board member / Perttu Louhiluoto Perttu Louhiluoto M.Sc. (Econ), Master of Laws, Finnish citizen, born 1964 Primary work experience: President, Services, Metso Corporation ; President, Flow Control, Metso Corporation ; President, Automation, Metso Corporation ; President, Energy and Environment Technology, Metso Corporation ; Senior Vice President, EMEA Market Area, Mining and Construction Technology, Metso Corporation ; Senior Vice President, Operational Excellence, Metso Corporation ; Partner, McKinsey & Company ; various positions, McKinsey & Company Current positions of trust: Board Member of Componenta Corporation since

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26 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

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28 Resolution on the number of the Auditors The Audit Committee of the Board of Directors proposes that one Auditor shall be elected. 28

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30 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

31 Toni Aaltonen 31

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33 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,

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35 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

36 Authorisation 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 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

37 Authorisation 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 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

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39 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

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41 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

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