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.
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.