Annual General Meeting 2010

Cramo Plc Stock Exchange Release 13 April 2010, at 4.30 pm Finnish time (GMT+2)

Decisions of Cramo Plc’s Annual General Meeting of Shareholders

The Annual General Meeting of shareholders of Cramo Plc was held in Helsinki on
Tuesday, 13 April 2010.

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 2009 and discharged
the members of the Board of directors and the CEO from liability. The Annual
General Meeting approved the Board’s proposal that no dividend will be paid for
the financial year 1 January – 31 December 2009. However, the Board has
resolved to consider convening an Extraordinary General Meeting to decide on a
possible dividend payment during the second half of year 2010.

The number of the members of the Board of Directors was confirmed as seven (7)
members. Stig Gustavson, Eino Halonen, Jari Lainio, Esko Mäkelä and Fredrik
Cappelen were re-elected and Victor Hartwall and Thomas von Hertzen were
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 percent 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 THE COMPANY´S OWN SHARES
AND/OR ON THE ACCEPTANCE AS PLEDGE THE COMPANY´S OWN SHARES

The Annual General Meeting authorized the Board of Directors to decide on the
repurchase 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 repurchased and/or accepted as pledge shall not
exceed 3.066.000 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 repurchase own shares on the basis of the
authorization.

Own shares can be repurchased at a price formed in public trading on the date
of the repurchase or otherwise at a price formed on the market.

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

Own shares can be repurchased to 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
or to be cancelled, provided that the repurchase is in the interest of the
company and its shareholders.

The authorization is effective until the end of the next Annual General Meeting
of Share-holders, however no longer than until October 1, 2011.

3. AUTHORIZATION TO DECIDE ON 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 3.066.000 shares, which corresponds to
slightly less than 10 percent of all of the shares in the Company, can be
transferred. The Company´s own shares may be transferred in one or several
tranches. The Board of Directors decides on other terms for the transfer of the
Company’s own shares.

The transfer of the Company´s own shares may be carried out in deviation from
the shareholders’ pre-emptive subscription 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.

For the avoidance of doubt, the authorization does not invalidate any other
authorization decided in the same meeting.

The authorization is proposed to be in force until the next Annual General
Meeting of Shareholders, however not later than until October 1, 2011.

4. AUTHORIZATION TO DECIDE ON SHARE ISSUE AND OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES

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

Under the authorization a maximum of 6.132.000 new shares of the Company, which
corresponds to approximately 20 percent of all of the shares in the Company,
can be issued. The shares or 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. Based on this
authorization, the Board of Directors is authorized to resolve on a directed
share issue in deviation from the share-holders’ pre-emptive right and on the
granting of special rights, provided that there is a weighty financial reason
for the Company to do so.

For the avoidance of doubt, the authorization does not invalidate any other
authorization decided in the same meeting.

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

5. STOCK OPTIONS

The Annual General Meeting decided that stock options be issued to the key
personnel of the Cramo Group.

The Company has a weighty financial reason for the issue of stock options,
since the stock options are intended to form part of the incentive and
commitment program for the key personnel. The purpose of the stock options is
to encourage the key personnel to work on a long-term basis to increase
shareholder value. The purpose of the stock options is also to commit the key
personnel to the Company.

The maximum total number of stock options issued will be 1,000,000 and they
will be is-sued gratuitously. The stock options entitle their owners to
subscribe for a maximum total of 1,000,000 new shares in the Company or
existing shares held by the Company. The stock options now issued can be
exchanged for shares constituting a maximum total of approximately 3.2 percent
of the Company’s shares and votes of the shares, after the potential share
subscription, if new shares are issued in the share subscription.

The share subscription price for stock options will be based on the prevailing
market price of the Cramo Plc share on the NASDAQ OMX Helsinki Ltd. in October
2010. The share subscription price will be credited in its entirety to the
reserve for invested unrestricted equity.

The share subscription period for stock options will be 1 October 2013—31
December 2014.

A share ownership program, in which the key personnel are obliged to acquire
the Company’s shares with a proportion of the income gained from the stock
options, will be incorporated to the stock options 2010. The manner, in which
the share ownership program will be executed, will be decided by the Board of
Directors in connection with the decision to distribute stock options.

The Board of Directors will decide on the distribution of stock options during
the last quarter of 2010. When deciding on the distribution of stock options to
the senior management, the Board of Directors will take into consideration
their shareholding in the Company and its development.

6. AMENDMENT OF THE ARTICLES OF ASSOCIATION

The Annual General Meeting adopted a resolution to amend the articles of
association´s paragraph 8, section 2 as follows:

“8 General Meeting

———————
Notice to the General Meeting of Shareholders shall be published in a newspaper
de-termined by the Board of Directors at least three (3) weeks before the date
of the meet-ing, but no later than nine (9) days before the record date of the
General Meeting of Shareholders. The notice shall state the date on which a
shareholder must notify the Company at the latest, in order to attend the
General Meeting of Shareholders.”
———————

Otherwise the wording of the paragraph 8. shall remain unchanged.

Vantaa, 13 April 2010

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.