Annual General Meeting 2009

Cramo Plc Decisions of annual general meeting

RESOLUTIONS OF CRAMO PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS

Cramo Plc Company announcement 1 April 2009, at 4:25 pm Finnish time (GMT+2)

RESOLUTIONS OF CRAMO PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Annual General Meeting of shareholders of Cramo Plc was held in Helsinki on Wednesday, 1 April 2009.

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 2008 and discharged the members of the Board of directors and the CEO from liability. The Annual General Meeting approved the Board’s proposal to pay a dividend of EUR 0.20 per share. The record date for dividend payment will be 6 April 2009 and the dividend will be paid on 15 April 2009. In accordance with the Annual General Meeting’s decision the Board of directors shall reassess during the year 2009 the possibilities for additional dividend and when necessary, to convene an Extraordinary General Meeting to resolve on the matter.

The number of the members of the Board of directors was confirmed as seven (7) members. Mr. Stig Gustavson, Mr. Gunnar Glifberg, Mr. Eino Halonen, Mr. Hannu Krogerus, Mr. Esko Mäkelä and Mr. Fredrik Cappelen were re-elected and Mr. Jari Lainio was elected as a new member of the Board of directors, all to serve for a term 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 60,000 per year, the deputy chairman of the Board of directors EUR 40,000 per year, and the other members of the Board of directors EUR 30,000 per year. It was further resolved that 40 per cent of the annual remuneration be paid in Cramo shares purchased on the market on behalf of the Board members. In case such purchase of shares cannot be 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 to pay an attendance fee of EUR 1.000 for attendance at each meeting of the audit committee and the nomination and compensation committee and to refund reasonable travel expenses in accordance with an invoice.

Authorized public accountant company 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 OWN SHARES

The Annual General Meeting authorized the Board of directors to decide on the acquisition of a maximum of 3.066.000 company’s own shares in one or several tranches. The company, together with its subsidiaries, cannot at any time own more than 10 per cent of all its registered shares.

The shares are to be acquired in public trading and such acquisition will therefore be carried out as a directed acquisition. The acquisitions of own shares will be carried out through the NASDAQ OMX Helsinki Ltd in compliance with its rules and guidelines. The consideration paid for own shares must be based on the share’s price as it is quoted in public trading. The minimum consideration thus corresponds to the lowest price quoted for the share in public trading and the maximum consideration, correspondingly, to the highest price quoted for it within the validity period of this authorization. The Board of directors shall decide on other terms for the acquisition of the company’s own shares. Derivatives may, inter alia, be used in the acquisition of own shares.

Own shares may be acquired using the company’s unrestricted equity only. Therefore, the acquisition of own shares reduces the company’s distributable unrestricted equity. The authorization shall be in force until the next Annual General Meeting, however, not later than until 1 October 2010.

3. AUTHORIZATION TO DECIDE ON THE TRANSFER OF TREASURY SHARES

The Annual General Meeting authorized the Board of directors to decide on the transfer of a maximum of 3.066.000 treasury shares in one or several tranches. The Board of directors shall decide on other terms for the transfer of the company’s treasury shares.

The transfer of the treasury shares may be carried out in deviation from the shareholders’ pre-emptive right (directed share issue), 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.

The authorization shall be in force until the next Annual General Meeting, however, not later than until 1 October 2010.

4. STOCK OPTIONS

The Annual General Meeting resolved on the issue of stock options to the key personnel of the company and its subsidiaries. The maximum total number of stock options to be issued will be 1,000,000 and the stock options entitle their owners to subscribe for a maximum of 1,000,000 new shares in the company or existing shares held by the company in total. The share subscription price will be credited in its entirety to the reserve for invested unrestricted equity. The share subscription price will be based on the prevailing market price of the Cramo Plc share on the NASDAQ OMX Helsinki Ltd in October 2009. The share subscription period for stock options will be 1 October 2012-31 December 2013.

Vantaa, 1 April 2009

CRAMO PLC

Board of Directors

Further information Vesa Koivula, President and CEO, tel. +358 40 510 5710 Distribution
NASDAQ OMX Helsinki Ltd.
Major media
www.cramo.com

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.