10 Mar 2020 14:00
Decisions of Cramo Plc's Extraordinary General Meeting and the constitutive meeting of the Board of Directors
Cramo Plc Stock exchange release 10 March, 2020 at 4.00 pm EET
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 today, 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
Further information:
Mr Leif Gustafsson, President and CEO, tel: +358 10 661 10, email: leif.gustafsson@cramo.com Mr Aku Rumpunen, CFO, tel: +358 40 556 3546, email: aku.rumpunen@cramo.com Mr Jaakko Liljeroos, General Counsel, tel: +358 40 162 2331, email: jaakko.liljeroos@cramo.com
Distribution:
Nasdaq Helsinki Ltd Main media www.cramogroup.com
Cramo is one of the leading European equipment rental services companies with revenue of EUR 613 million in 2019, serving approximately 150,000 customers through around 300 depots across 11 markets with a full range of machinery, equipment and related services. Cramo enjoys solid market position in all key markets and has a strong focus on the most sophisticated customers primarily within the renovation and new-build construction, industrial and public sector end-markets. Cramo shares (CRA1V) are listed on Nasdaq Helsinki Ltd. Boels Topholding B.V. has acquired more than 90 percent of all Cramo's shares and will delist the company from Nasdaq Helsinki Ltd as soon as permitted under applicable laws.
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