General meeting of Shareholders

The General Meeting of Shareholders is the Company’s highest decision-making body.

The right of shareholders to make decisions over Company matters is exercised at an appropriately convened General Meeting of Shareholders by those shareholders present or by their authorised representatives. Shareholders may also be accompanied by an assistant.

The Annual General Meeting (AGM) is held once a year either in Vantaa or Helsinki by the end of June at the latest. The Board of Directors may call an Extraordinary General Meeting (EGM) of Shareholders whenever necessary.

In accordance with the Articles of Association, a notice to convene the General Meeting of Shareholders is issued by the Board of Directors. Notice is given no later than 21 days prior to the meeting by publishing the notice in a newspaper determined by the Board of Directors and as a stock exchange release available on the Company’s website.

Shareholders registered by the record date for the General Meeting as shareholders in the Company’s shareholder register, which is maintained by Euroclear Finland Ltd, are entitled to attend the meeting. To take part in the General Meeting, shareholders must register with the Company at the latest by the date mentioned in the notice convening the meeting, which may be no less than 10 days prior to the meeting. If a shareholder wishes to bring up a matter for consideration by the General Meeting, he or she must present the matter in writing to the Board of Directors at the latest four weeks prior to the publication of the notice in order for the matter to be included in the notice convening the meeting.

Further information on Annual General Meetings can be found under Shareholder meetings 2005-2017.

The financial statements of the Company, as well as any other document to be adopted in the General Meeting and any proposal made by the Board of Directors required by the Finnish Companies Act, shall be made available for examination by shareholders at the Company headquarters and on the Company website 21 days prior to the General Meeting. In accordance with the Finnish Companies Act, copies of these documents will be sent to shareholders upon request. Minutes of the General Meeting, including voting results and the appendices to the minutes that are part of a decision made by the General Meeting, shall be posted on the Company website within two weeks of the General Meeting.

It is Cramo’s intention that all members of the Board of Directors, the President and CEO, and the CFO should be present at the General Meeting. The auditors of the Company shall always be present at the Annual General Meeting to answer the shareholders’ questions. Any person who is proposed as a director for the first time shall participate in the General Meeting that decides on his or her election unless there are well-founded reasons for that person’s absence.

A dividend as decided by the General Meeting is paid to shareholders who are registered as shareholders in the Company’s shareholder register on the date of record for dividend payment.

Events in 2017

The 2017 Annual General Meeting was held on 30 March 2017. A total of 421 shareholders representing about 49.9% of the Company’s votes participated in the meeting either in person or by proxy. The Board members Ms Helene Biström, Mr Perttu Louhiluoto, Mr Peter Nilsson, Mr Joakim Rubin, Mr Raimo Seppänen, Mr Erkki Stenberg and Ms Caroline Sundewall attended the meeting, as did Cramo’s President and CEO, CFO and external auditor. Also Mr Veli-Matti Reinikkala who was proposed as new Board member attended the meeting.

Information on the decisions of the Annual General Meeting can be found at Annual General Meeting 2017.

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.