Extraordinary General Meeting 2020

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.

Other information

The minutes of the EGM will be available on Cramo’s website www.cramogroup.com from March 24, 2020, at the latest.

CRAMO PLC

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 from 1 January 2020 onwards the Finnish Corporate Governance Code 2020 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 three committees, Shareholders’ Nomination Committee, the President and CEO, the Group Management team and Managing Directors of subsidiaries. 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.