Articles of association

Registered on 24 April, 2015

1. Business Name and Domicile

The business name of the Company is Cramo Oyj and Cramo Plc in English. The domicile of the Company is Vantaa.

2. Line of Business

The Company engages in the import, rental, manufacture, repair, maintenance, sale and leasing of machines, equipment, devices and modular spaces, as well as related services required in the construction business, in industrial activities, and other lines of business. As a parent company, the Company can attend to the management, financing, marketing, and other joint duties of the group, and own and lease properties related thereto, as well as own securities, and engage in the trade with the securities and properties.

3. Shares Belonging to the Book-Entry System

The shares of the Company are recorded in the book-entry system.

4. Management of the Company

The Board of Directors shall consist of five to eight members. The Board of Directors shall appoint a Chairman and a Deputy Chairman from amongst its members. The term of the Members of the Board of Directors shall expire at the end of the next Annual General Meeting of Shareholders following the election.

The Board of Directors shall convene at the request of the Chairman, or in the absence of the Chairman, at the request of the Deputy Chairman.

The Company has a Managing Director appointed by the Board of Directors. The Company may have a Deputy Managing Director.

5. Representing the Company

The Company is represented by two Members of the Board of Directors together or the Managing Director together with a Member of the Board of Directors.

The Board of Directors may authorise a person or persons to represent the Company.

The Board of Directors decides on granting the right of procuration. Holders of procuration may represent the Company together with a Member of the Board of Directors, with the Managing Director, or with another holder of procuration.

6. Auditors

The Company shall have at least one and not more than two Auditors who shall be an Auditor or an accounting firm authorised by the Central Chamber of Commerce. If only one Auditor is appointed who is not an accounting firm authorised by the Central Chamber of Commerce, one Deputy Auditor shall be appointed.

The term of the Auditors shall expire at the end of the next Annual General Meeting of Shareholders following the election.

7. Financial Period

The financial period of the Company is the calendar year.

8. General Meeting of Shareholders

The General Meeting of Shareholders shall be held annually before the end of June on a date set by the Board of Directors either in Vantaa or in Helsinki.

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

At the General Meeting of Shareholders,

The following shall be presented

1. The final accounts from the previous year, which shall comprise the income statement and the balance sheet,
2. The annual report, and
3. The Auditor’s report

The following shall be decided

4. Approval of the income statement and the balance sheet,
5. The disposition of the profit shown by the adopted balance sheet,
6. Granting discharge to the Members of the Board and the Managing Director,
7. The number of the Members of the Board and remunerations and travel costs paid to the Members of the Board, and
8. The number of the Auditors and remunerations paid to the Auditors

The following shall be appointed

9. The Members of the Board,
10. The Auditors and the Deputy Auditors, if necessary, and

The following shall be discussed

11. Any other issues referred to in the summons to the General Meeting of Shareholders.

Corporate governance statements

Corporate governance

The corporate governance at Cramo is based on Finnish law and the Company’s Articles of Association. The Group complies with the rules of Nasdaq Helsinki Ltd and the Finnish Corporate Governance Code 2015 published by the Securities Market Association. The Corporate Governance Code is available on the Securities Market Association’s website:  http://cgfinland.fi/en/. Cramo does not deviate from the Finnish Corporate Governance Code Recommendations.

The Group’s headquarters are in Vantaa, Finland and the Company is listed on the Nasdaq Helsinki Ltd.

Cramo prepares annual financial statements and interim reports conforming to Finnish law and International Financial Reporting Standards (IFRS). Statements and reports are published in Finnish and English.

Overview of Corporate Governance Components at Cramo Group

The Group’s control and management responsibilities are divided among the General Meeting of Shareholders, the Board of Directors with its two committees, and the President and CEO, the Group management team, managing directors of subsidiaries, and the General Management Meeting. The Board of Directors supervises the performance of the Company, its management and organisation on behalf of shareholders. The Board of Directors and the Group management team are separate bodies, and no one serves as a member of both.