Extraordinary General Meeting 2019 of Cramo Plc

Shareholders of Cramo Plc are invited to attend an Extraordinary General Meeting of the company on Monday, 17 June 2019, commencing at 10:00 am (EEST) at Finlandia Hall’s conference room Helsinki Hall, Mannerheimintie 13 e, Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 9:00 am.

Registration to EGM

Notice of attendence

A) Matters on the agenda of the General Meeting of Shareholders

At the General Meeting of Shareholders, the following matters will be considered:

1 OPENING OF THE MEETING

2 CALLING THE MEETING TO ORDER

3 ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES

4 RECORDING THE LEGALITY OF THE MEETING

5 RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES

6 APPROVAL OF THE DEMERGER PLAN AND RESOLVING ON THE PARTIAL DEMERGER

On 18 February 2019, the Board of Directors of Cramo Plc (“Cramo”) approved a demerger plan, which was registered with the Finnish Trade Register the same day. Pursuant to the demerger plan, Cramo will demerge in a partial demerger so that all the assets, debts and liabilities belonging to Cramo’s Modular Space business are transferred without a liquidation procedure to Adapteo Plc (“Adapteo”), a company to be incorporated in the demerger, as set forth in more detail in the demerger plan.

The purpose of the demerger is to execute the divestment of Cramo’s Modular Space business, which mainly consists of modular space rental and rental-related service operations, so that it will form a new independent group of companies, while the Equipment Rental business, which mainly consists of construction machinery and equipment rentals and rental-related services, will remain in Cramo.

The Board of Directors of Cramo proposes that the Extraordinary General Meeting of Shareholders approves the demerger plan and resolves on the partial demerger of Cramo in accordance with the demerger plan. Adapteo’s Articles of Association, which are attached as an appendix to the demerger plan, will be approved as part of the demerger. It is proposed that paragraph 2 of the Articles of Association of Cramo, i.e. the company’s line of business, be amended in connection with the demerger in a manner described in section 3.4 of the demerger plan. The main content of the amendment to the Articles of Association is that references to modular spaces are deleted from paragraph 2.

Pursuant to Section 11 of the demerger plan, the share capital of Cramo is proposed to be decreased in connection with the demerger by an amount equalling Adapteo’s share capital, i.e., from EUR 24,834,753.09 to EUR 14,834,753.09. The amount by which the share capital of Cramo is decreased shall be used to distribute funds to Adapteo.

As set out in detail in Section 17.1 of the demerger plan, the Board of Directors of Adapteo is proposed to be authorised to decide on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares, so that a maximum of 4,500,000 shares in Adapteo can be issued under the authorisation. The Board of Directors of Adapteo is authorised to resolve on a directed share issue and issuance of special rights entitling to shares in deviation from the shareholders’ pre-emptive right.

The Board of Directors of Cramo has resolved not to propose the granting of an additional authorisation to issue shares under Section 17.2 of the demerger plan.

Furthermore, as set out in detail in Section 17.3 of the demerger plan, the Board of Directors of Adapteo is proposed to be authorised to decide on the acquisition of Adapteo’s own shares and on the acceptance as pledge of Adapteo’s own shares, so that the number of own shares to be acquired or accepted as pledge shall not exceed 4,500,000 shares in Adapteo in total. Own shares can be acquired otherwise than in proportion to the shareholdings of the shareholders. Own shares can be acquired at a price formed in public trading on the regulated market on which Adapteo’s shares are traded on the date of the acquisition or otherwise at a price formed on the market.

7 RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS OF ADAPTEO

The Board of Directors of Cramo proposes, following consultation with the Shareholders’ Nomination Committee of Cramo, that the number of members of the Board of Directors of Adapteo shall be six (6).

8 RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF ADAPTEO

The Board of Directors of Cramo proposes, following consultation with the Shareholders’ Nomination Committee of Cramo, that the members of the Board of Directors of Adapteo shall be paid the following remuneration: To the Chairman of the Board of Directors EUR 85,000 per year and to each other member of the Board of Directors EUR 37,500 per year.

In addition, the Board of Directors of Cramo proposes that the members of the Board of Directors of Adapteo be entitled to a compensation of EUR 1,000 per attended meeting of any committee of the Board of Directors of Adapteo. Further, it is proposed that the member of the Board of Directors elected Chairman of the Audit Committee would receive an additional compensation of EUR 5,000 per year. Reasonable travel expenses will be refunded in accordance with an invoice. It is proposed that the remuneration is paid in cash.

9 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF ADAPTEO

The Board of Directors of Cramo proposes, following consultation with the Shareholders’ Nomination Committee of Cramo, that Peter Nilsson be elected as the Chairman and Carina Edblad, Leif Gustafsson, Outi Henriksson, Andreas Philipson and Joakim Rubin as members of the Board of Directors of Adapteo.

The term of office of the members of the Board of Directors of Adapteo will commence on the date of registration of the execution of the demerger and expire at the end of the first Annual General Meeting of Adapteo.

The curricula vitae of the proposed members of the Board of Directors of Adapteo are available on Cramo’s website at www.cramogroup.com/en/extraordinary-general-meeting-2019-of-cramo-plc/.

No changes are being proposed to the composition or remuneration of the Board of Directors of Cramo in connection with the demerger.

10 RESOLUTION ON THE REMUNERATION OF THE AUDITOR OF ADAPTEO

The Board of Directors of Cramo proposes that the Auditor of Adapteo be paid reasonable remuneration in accordance with an invoice approved by Adapteo.

11 ELECTION OF THE AUDITOR OF ADAPTEO

The Board of Directors of Cramo proposes that the firm of authorised public accountants KPMG Oy Ab, which has appointed APA Toni Aaltonen as responsible auditor, be elected as the Auditor of Adapteo for a term ending at the end of the first Annual General Meeting of Adapteo.

12 RESOLUTION ON THE ESTABLISHMENT OF A SHAREHOLDERS’ NOMINATION COMMITTEE FOR ADAPTEO

The Board of Directors of Cramo proposes that a Shareholders’ Nomination Committee of Adapteo be established to prepare, annually and otherwise when appropriate, proposals concerning the composition, election and remuneration of the members of the Board of Directors of Adapteo.

According to the proposal of the Board of Directors of Cramo, the Shareholders’ Nomination Committee shall consist of four (4) members, being the Chairman of the Board of Directors of Adapteo and three (3) members representing Adapteo’s largest shareholders as per the last business day of September preceding the next Annual General Meeting of Shareholders, as determined on the basis of the shareholder register of Adapteo maintained by Euroclear Finland and the register of shareholders maintained by Euroclear Sweden.

The establishment of the Shareholders’ Nomination Committee and the Charter of the Shareholders’ Nomination Committee shall enter into force upon the registration of the execution of the demerger. The Shareholders’ Nomination Committee shall operate until it is abolished by the decision of the General Meeting of Shareholders of Adapteo.

The proposal of the Board of Directors of Cramo for the Charter of the Shareholders’ Nomination Committee is available at the address www.cramogroup.com/en/extraordinary-general-meeting-2019-of-cramo-plc/.

13 CLOSING OF THE MEETING

B) Documents of the General Meeting of Shareholders

The proposals for resolutions on the matters on the agenda of the Extraordinary General Meeting, the demerger plan, the annual report of Cramo for the years ended and as at 31 December 2018, 2017 and 2016, including the annual accounts, the report of the Board of Directors and the Auditor’s report, the business review for 1 January – 31 March 2019, the minutes of Cramo’s Annual General Meeting of 28 March 2019, the Auditor’s statement on the demerger plan, the proposed Charter for the Shareholders’ Nomination Committee as well as this notice are available on Cramo’s website at the address www.cramogroup.com/en/extraordinary-general-meeting-2019-of-cramo-plc/ and at the General Meeting. The minutes of the General Meeting will be available on the above-mentioned website from 1 July 2019 at the latest.

C) Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 5 June 2019 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the General Meeting of Shareholders. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders’ register of the Company.

A shareholder, who wants to participate in the General Meeting of Shareholders, shall register for the meeting no later than 12 June 2019 at 10:00 am EET by giving a prior notice of participation. Such notice can be given:

(a) on the Company’s website: www.cramogroup.com;

(b) by telephone to +358 10 661 1242 (Mon – Fri 8:00 am – 6:00 pm); or

(c) by regular mail to Cramo Plc, “Extraordinary General Meeting” Kalliosolantie 2, 01740 Vantaa, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative. The personal data given to Cramo is used only in connection with the General Meeting of Shareholders and with the processing of related registrations.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting, i.e. on 5 June 2019, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 12 June 2019 by 10:00 am EET. As regards nominee registered shares this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting of Shareholders from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting of Shareholders and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting of Shareholders.

When a shareholder participates in the General Meeting of Shareholders by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting of Shareholders.

Possible proxy documents should be delivered in originals to Cramo Plc, “Extraordinary General Meeting” Kalliosolantie 2, 01740 Vantaa, Finland before the last date for registration.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the Meeting.

On the date of this notice to the General Meeting of Shareholders, dated 2 May 2019, the total number of shares and votes in Cramo Plc is 44,690,554.

Vantaa, 2 May 2019

CRAMO PLC

The Board of Directors

 

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.