The Extraordinary General Meeting of Cramo Plc was held on Tuesday 10 March 2020.
Decisions of Cramo Plc’s Extraordinary General Meeting and the constitutive meeting of the Board of Directors
Cramo Plc’s (“Cramo“) Extraordinary General Meeting (the “EGM“) which was held on March 10, 2020, passed the following resolutions:
Amendment of the articles of association
The EGM resolved on amending the Section 4 of the articles of association to be read as follows:
“The Board of Directors shall consist of three to five 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.“
Otherwise the articles of association remain unchanged.
The composition and remuneration of the Board of Directors
The EGM resolved that the number of members of the Board of Directors is three (3) and elected Peter (Pierre) Boels as the Chairman of the Board of Directors, Elisabeth (Lilian) Boels-van Kerkom as the Deputy Chairman of the Board of Directors and Johannes (Jan Piet) Valk as a member of the Board of Directors for a term of office continuing until the end of the next Annual General Meeting. The EGM also resolved that the term of office of the current members of the Board of Directors ends upon the commencement of the term of the new Board members when the amendment in the articles of association, Section 4, has been registered in the trade register.
The EGM further resolved that no remuneration is paid to the members of the Board of Directors elected in the EGM and that all members of the Board of Directors elected in the EGM be compensated for travel and other expenses directly related to their Board work.
Disbandment of the Shareholders’ Nomination Committee
The EGM resolved to disband the Shareholders’ Nomination Committee.
The constitutive meeting of the Board of Directors
The term of office of Cramo’s Board of Directors commenced as the above amendment in the articles of association was registered in the trade register today on March 10, 2020, and the Board of Directors held its constitutive meeting today. The Board of Directors resolved to disband the Board committees, and the Board of Directors shall be responsible for the duties of an Audit Committee.
In consideration of Boels Topholding B.V. owning more than 90 percent of Cramo’s shares and that the redemption proceeding in respect of the remaining minority shares in Cramo has been initiated and Cramo’s shares will be delisted from Nasdaq Helsinki Ltd as soon as permitted and practicable under applicable laws, the Finnish Corporate Governance Code will no longer be complied with in full.
The minutes of the EGM will be available on Cramo’s website www.cramogroup.com from March 24, 2020, at the latest.