Extraordinary General Meeting 2019

The Extraordinary General Meeting of Cramo Plc was held on Monday, 17 June 2019.

The Extraordinary General Meeting has approved the partial demerger of Cramo Plc and passed other resolutions relating thereto

Cramo Plc’s (“Cramo”) Extraordinary General Meeting (the “EGM”), which was held on 17 June 2019, approved the demerger plan (the “Demerger Plan”) and resolved on the partial demerger of Cramo (the “Demerger”) in accordance with the Demerger Plan. The EGM also resolved, in accordance with the proposals of the Board of Directors of Cramo, on the number of members and composition of the Board of Directors of Adapteo Plc (“Adapteo”), the remuneration to be paid to the Board of Directors of Adapteo, the election of the auditor of Adapteo and the auditor’s remuneration, and the establishment of a Shareholders’ Nomination Committee of Adapteo.

Approval of the Demerger Plan and the Demerger

The EGM approved the Demerger Plan and resolved on the Demerger in accordance with the Demerger Plan. 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, a company to be incorporated in the Demerger. Cramo’s Equipment Rental business, which mainly consists of construction machinery and equipment rentals and rental-related services, will remain in Cramo. Following the Demerger, Adapteo will form a new independent group of companies, separate from Cramo. The planned registration date of the execution of the Demerger is 30 June 2019.

As part of the resolution on the Demerger, the EGM approved Adapteo’s Articles of Association and resolved to decrease Cramo’s share capital by an amount equivalent to Adapteo’s share capital, i.e. from EUR 24,834,753.09 to EUR 14,834,753.09, in connection with the Demerger. The amount by which the share capital of Cramo is decreased shall be used to distribute funds to Adapteo. Simultaneously, the EGM resolved to, in connection with the Demerger, amend paragraph 2 of the Articles of Association of Cramo, i.e. Cramo’s line of business, in a manner described in the Demerger Plan. The main content of the amendment to the Articles of Association of Cramo is that references to modular spaces are deleted from paragraph 2.

The EGM also resolved, as part of the resolution on the Demerger, to authorise the Board of Directors of Adapteo 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. In addition, the EGM resolved to authorise the Board of Directors of Adapteo 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. The authorisations are described in detail in sections 17.1 and 17.3 of the Demerger Plan and they are valid until the end of the next Annual General Meeting of Adapteo, however no longer than until 30 June 2020.

Composition and remuneration of the Board of Directors of Adapteo

The EGM resolved that the number of members of the Board of Directors of Adapteo shall be five (5) and resolved to elect Peter Nilsson as Chairman and Carina Edblad, 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 EGM also resolved on the following remuneration to the members of the Board of Directors of Adapteo: 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 EGM resolved that the members of the Board of Directors of Adapteo will be entitled to a compensation of EUR 1,000 per attended meeting of any committee of the Board of Directors of Adapteo. Further, the member of the Board of Directors elected Chairman of the Audit Committee will receive an additional compensation of EUR 5,000 per year. Reasonable travel expenses will be refunded in accordance with an invoice and the remuneration will be paid in cash.

Election of the auditor of Adapteo and remuneration of the auditor

The EGM resolved to elect the audit firm KPMG Oy Ab, with APA Toni Aaltonen as the responsible auditor, as the auditor of Adapteo for a term ending at the end of the first Annual General Meeting of Adapteo.

The EGM also resolved that the auditor of Adapteo be paid reasonable remuneration in accordance with an invoice approved by Adapteo.

Establishment of a Shareholders’ Nomination Committee of Adapteo

The EGM resolved to establish a Shareholders’ Nomination Committee of Adapteo to prepare, annually or otherwise when appropriate, proposals concerning the composition, election and remuneration of the members of the Board of Directors of Adapteo. The EGM also resolved to approve the Charter of the Shareholders’ Nomination Committee in accordance with the proposal by 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.

Other information

The minutes of the EGM will be available on Cramo’s website www.cramogroup.com from 1 July 2019 at the latest.

CRAMO PLC

Leif Gustafsson
President and CEO

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.