11 Feb 2020 07:00
Notice to Convene Cramo Plc's Extraordinary General Meeting of Shareholders
Cramo Plc Stock exchange release 11 February 2020 at 9 am EET
Notice to Convene Cramo Plc's Extraordinary General Meeting of Shareholders
Shareholders of Cramo Plc ("Cramo" or the "Company") are invited to attend the Extraordinary General Meeting of the Company on Tuesday, 10 March 2020, commencing at 2.00 pm (EET) at the Company's headquarters, at the address of Kalliosolantie 2 FI-01740 Vantaa. The reception of persons who have registered for the meeting will commence at 1.30 pm (EET).
A Matters on the agenda of the General Meeting of Shareholders
At the General Meeting of Shareholders, the following matters will be considered:
1 OPENING OF THE MEETING2 CALLING THE MEETING TO ORDER3 ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES4 RECORDING THE LEGALITY OF THE MEETING5 RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES6 RESOLUTION ON THE AMENDMENT OF THE ARTICLES OF ASSOCIATION
Boels Topholding B.V. ("Boels"), a shareholder in the Company who has made a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares of Cramo that are not owned by Cramo or any of its subsidiaries, proposes that Section 4 of the articles of association is amended 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 would remain unchanged.
7 RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AND CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS
Boels proposes to fix the number of members of the Board of Directors at three (3) for a term that will commence on the day when the amendment in the articles of association, Section 4, allowing the Board to consist of less than five members, has been registered in the trade register, and that will continue until the end of the next Annual General Meeting.
Boels proposes that Peter Boels, Elisabeth Boels-van Kerkom and Johannes Valk are elected as members of the Board of Directors. Boels proposes that Peter Boels is elected as Chairman and Elisabeth Boels-van Kerkom as Deputy Chairman of the Board of Directors. The term of office of these Board members will commence on the day when the amendment in the articles of association, Section 4, has been registered in the trade register, and will continue until the end of the next Annual General Meeting. The term of office of the current members of the Board of Directors ends upon the commencement of the term of the above new Board members.
8 RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
Boels proposes that no remuneration is paid to the members of the Board of Directors to be elected for the term of office ending at the closing of the next Annual General Meeting.
Boels further proposes that all members of the Board of Directors be compensated for travel and other expenses directly related to their Board work.
9 DISBANDMENT OF THE SHAREHOLDERS' NOMINATION COMMITTEE
The Annual General Meeting of the Company resolved on the establishment of the Shareholders' Nomination Committee on March 31, 2015. The Shareholders' Nomination Committee prepares proposals concerning the election and remuneration of the members of the Board of Directors to the General Meetings. There are currently four members in the Shareholders' Nomination Committee of the Company.
Boels proposes that the Shareholders’ Nomination Committee is resolved to disband.
10 CLOSING OF THE MEETING
B Documents of the General Meeting of Shareholders
The proposals of Boels relating to the agenda of the General Meeting of Shareholders as well as this notice are available on Cramo Plc's website at www.cramogroup.com. The proposals for the decisions on the matters on the agenda of the General Meeting of Shareholders are also available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the abovementioned website as from 24 March 2020 at the latest.
C Instructions for the participants in the General Meeting of Shareholders
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 27 February 2020 in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the General Meeting of Shareholders. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the Company.
A shareholder, who wants to participate in the General Meeting of Shareholders, shall register for the meeting no later than 5 March 2020 at 10.00 am by giving a prior notice of participation. Such notice can be given:
on the Company's website: www.cramogroup.com;by telephone to +358 10 661 1242 (Mon - Fri 8 am - 6 pm); orby regular mail to Cramo Plc, "Extraordinary General Meeting" Kalliosolantie 2, 01740 Vantaa, Finland.In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative. The personal data given to Cramo Plc is used only in connection with the General Meeting of Shareholders and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on 27 February 2020, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd at the latest by 5 March 2020 by 10 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the General Meeting of Shareholders from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting of Shareholders and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting of Shareholders.
When a shareholder participates in the General Meeting of Shareholders by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting of Shareholders.
Possible proxy documents should be delivered in originals to Cramo Plc, "Extraordinary General Meeting" Kalliosolantie 2, 01740 Vantaa, Finland before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of this notice to the General Meeting of Shareholders, dated 11 February 2020, the total number of shares and votes in Cramo Plc is 44,690,554.
Vantaa, 11 February 2020
CRAMO PLCThe Board of Directors
Further information:
Mr Aku Rumpunen, CFO, tel: +358 40 556 3546, email: aku.rumpunen@cramo.com
Distribution:
Nasdaq Helsinki LtdMain mediawww.cramogroup.com
Cramo is one of the leading European equipment rental services companies with revenue of EUR 632 million in 2018, 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.
Read more: www.cramogroup.com, www.twitter.com/cramogroup