Cramo Oyj - Company Announcement

Decisions of Cramo Plc's Annual General Meeting of Shareholders

Vantaa, Finland, 2013-03-26 17:30 CET (GLOBE NEWSWIRE) -- <span
style="font-size: 11pt">Cramo Plc       Stock Exchange Release 26 March 2013,
at 6.30 pm Finnish time (GMT+2)</span><strong style="font-size: 11pt"><span style="font-size: 12pt">Decisions of
Cramo Plc's Annual General Meeting of Shareholders</span><span style="font-size: 11pt">The Annual General Meeting of Shareholders of
Cramo Plc was held in Helsinki on Tuesday, 26 March 2013.</span>

1    MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING

The Annual General Meeting adopted the consolidated financial statements and
the parent company's financial statements for the financial year 2012 and
discharged the members of the Board of Directors and the CEO from liability.
The Annual General Meeting of Shareholders decided that, as proposed by the
Board of Directors, a dividend of EUR 0.42 per share will be paid for the
financial year 1 January - 31 December 2012. The dividend will be paid to
shareholders registered in the shareholders' register of the Company held by
Euroclear Finland Ltd on the record date of the dividend payment, 2 April 2013.
The dividend will be paid on 9 April 2013. 

The number of the members of the Board of Directors was confirmed as seven (7) 
 members. Mr. Stig Gustavson, Ms. Helene Biström, Mr. Eino Halonen, Mr. Victor
Hartwall, Mr. Jari Lainio and Mr. Esko Mäkelä were re-elected as Board members
and Mr. Erkki Stenberg as a new Board member, all for a term of office ending
at the end of the next Annual General Meeting. 

The Annual General Meeting resolved that the chairman of the Board of Directors
shall be paid EUR 70,000 per year, the deputy chairman of the Board of
Directors EUR 45,000 per year, and the other members of the Board of Directors
EUR 35,000 per year. It was further resolved that 50 percent of the annual
remuneration will be paid in Cramo shares purchased on the market on behalf of
the Board members. The remuneration may also be paid by transferring the
Company's own shares based on the authorization given to the Board of Directors
by the General Meeting of Shareholders. In case such purchase of shares is not
carried out due to reasons related to either the Company or a Board member, the
annual remuneration shall be paid entirely in cash. 

In addition, it was decided that all Board members are entitled to a
compensation of EUR 1,000 per attended Board committee meeting. Reasonable
travel expenses will be refunded in accordance with an invoice. 

The Annual General Meeting decided that the Auditors will be paid a reasonable
remuneration in accordance with an invoice approved by the Company. 

The firm of authorized public accountants Ernst & Young Oy was appointed as
Cramo Plc's Auditor for the term ending at the end of the next Annual General
Meeting, with APA Mr. Erkka Talvinko as the responsible auditor. 

2    AUTHORIZATION TO DECIDE ON THE ACQUISITION OF COMPANY'S OWN SHARES AND/OR
ON THE ACCEPTANCE AS PLEDGE OF THE COMPANY'S OWN SHARES 

The Annual General Meeting authorized the Board of Directors to decide on the
acquisition of the Company's own shares and/or on the acceptance as pledge of
the Company's own shares as follows: 

The amount of own shares to be acquired and/or accepted as pledge shall not
exceed 4,100,000 shares in total, which corresponds to slightly less than 10
percent of all of the shares in the Company. However, the Company together with
its subsidiaries cannot at any moment own and/or hold as pledge more than 10
percent of all the shares in the Company. Only the unrestricted equity of the
Company can be used to acquire own shares on the basis of the authorization. 

Own shares can be acquired at a price formed in public trading on NASDAQ OMX
Helsinki on the date of the acquisition or otherwise at a price formed on the
market. 

The Board of Directors decides how own shares will be acquired and/or accepted
as pledge. Own shares can be acquired using, inter alia, derivatives. Own
shares can be acquired otherwise than in proportion to the shareholdings of the
shareholders (directed acquisition). 

Own shares can be acquired and/or accepted as pledge to, among other things,
limit the dilutive effects of share issues carried out in connection with
possible acquisitions, to develop the Company's capital structure, to be
transferred in connection with possible acquisitions, to be used in incentive
arrangements or to be cancelled, provided that the acquisition is in the
interest of the Company and its shareholders. However, not more than 400,000
shares acquired under this authorization may be used for the incentive
arrangements of the Company. 

The authorization is effective until the end of the next Annual General Meeting
of Shareholders, however no longer than until 26 September 2014. 

3  AUTHORIZATION TO DECIDE ON THE TRANSFER OF THE COMPANY'S OWN SHARES

The Annual General Meeting authorized the Board of Directors to decide on the
transfer of the Company's own shares as follows: 

Under the authorization, a maximum of 4,100,000 shares, which corresponds to
approximately 10 percent of all of the shares in the Company, can be
transferred. The maximum amount of the authorization is, however, at most
4,100,000 shares together with the authorization of the Board of Directors in
the following item concerning issuing of new shares. The Company's own shares
may be transferred in one or several tranches. The Board of Directors decides
on all the conditions of the transfer of own shares. 

The transfer of the Company's own shares may be carried out in deviation from
the shareholders' pre-emptive right, provided that there is weighty financial
reason for the Company to do so. The Board of Directors can act on this
authorization in order to grant option rights and special rights entitling to
shares, pursuant to Chapter 10 of the Companies Act. Except for issuing of
option rights for incentive arrangements, the authorization can also be used
for incentive arrangements, however, not more than 400,000 shares in total
together with the authorization in the following item. 

The authorization invalidates prior resolved and registered authorizations made
at the General Meeting of Shareholders regarding transfer of Company's own
shares. 

The authorization does not invalidate any other authorization decided in the
Annual General Meeting. 

The authorization is valid for five (5) years from the decision of the Annual
General Meeting of Shareholders. 

4      AUTHORIZATION TO DECIDE ON SHARE ISSUE, AS WELL AS OPTION RIGHTS AND
OTHER SPECIAL RIGHTS ENTITLING TO SHARES 

The Annual General Meeting authorized the Board of Directors to decide on share
issue as well as issue of option rights and other special rights entitling to
shares, pursuant to Chapter 10 of the Companies Act as follows: 

The shares issued under the authorization are new shares of the Company. Under
the authorization, a maximum of 4,100,000 shares, which corresponds to
approximately 10 percent of all of the shares in the Company, can be issued.
The maximum amount of the authorization is, however, at most 4,100,000 shares
together with the authorization of the Board of Directors in the previous item
concerning transferring of Company's own shares. The shares or other special
rights entitling to shares can be issued in one or more tranches. 

Under the authorization, the Board of Directors may resolve upon issuing new
shares to the Company itself. However, the Company, together with its
subsidiaries, cannot at any time own more than 10 percent of all its registered
shares. The shares issued to the Company itself can, among other things, be
transferred under the authorization of the Board of Directors to decide on
transfer of the Company's own shares. 

The Board of Directors is authorized to resolve on all terms for the share
issue and granting of the special rights entitling to shares. The Board of
Directors is authorized to resolve on a directed share issue and issue of the
special rights entitling to shares in deviation from the shareholders'
pre-emptive right, provided that there is a weighty financial reason for the
Company to do so. Except for issuing of option rights for incentive
arrangements, the authorization can also be used for incentive arrangements,
however, not more than 400,000 shares in total together with the authorization
in the previous item. Using part of the authorization for implementing possible
incentive arrangements is justified on the grounds that the Board of Directors
does not propose to the General Meeting of Shareholders a separate stock option
plan directed to the key personnel of Cramo Group. 

The authorization invalidates prior resolved and registered authorizations made
at the General Meeting of Shareholders regarding share issue as well as issuing
of option rights and other special rights entitling to shares. 

The authorization does not invalidate any other possible authorization decided
in the Annual General Meeting. 

The authorization is valid for five (5) years from the decision of the Annual
General Meeting of Shareholders. 

5   DONATIONS FOR CHARITABLE PURPOSES<span style="font-size: 11pt">The Annual General Meeting authorized the Board
of Directors to decide on donations in the total maximum amount of EUR 20,000
for charitable or corresponding purposes, and on the donation recipients,
purposes of use and other terms of the donations. The authorization is
effective until the end of the next Annual General Meeting of
Shareholders.</span><span style="font-size: 11pt">CRAMO PLC</span><span style="font-size: 11pt">Vesa Koivula</span><span style="font-size: 11pt">President and CEO</span>



Further information<span style="font-size: 11pt">Vesa Koivula, President and CEO, tel. +358 10 661
10 or +358 40 510 5710</span>



Distribution<span style="font-size: 11pt">NASDAQ OMX Helsinki Ltd.</span><span style="font-size: 11pt">Major media</span>
www.cramo.com



Cramo is one of the largest equipment rental service companies in Europe,
specialising in construction machinery and equipment rental and rental-related
services as well as the rental of modular space. Cramo operates in fourteen
countries with close to 380 depots. With a group staff around 2.550, Cramo's
consolidated sales in 2012 was EUR 690 million. Cramo shares are listed on the
NASDAQ OMX Helsinki Ltd. Further information: www.cramo.com