Cramo Plc      Inside Information    11 November 2019 at 8.40 am EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, SEE SECTION “IMPORTANT LEGAL INFORMATION” BELOW.

Boels Announces a Recommended Public Cash Tender Offer for All Shares in Cramo Plc

Boels Topholding B.V. (“Boels” or the “Offeror”) and Cramo Plc (“Cramo” or the “Company”) have on November 11, 2019 (the “Signing Date”) entered into a Combination Agreement (the “Combination Agreement”) pursuant to which Boels will make a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares in Cramo that are not owned by Cramo or any of its subsidiaries (the “Tender Offer”). In the Tender Offer, Cramo’s shareholders will be offered a cash consideration of EUR 13.25 for each share, valuing Cramo’s equity at approximately EUR 592 million. The Board of Directors of Cramo has unanimously decided to recommend that the shareholders of Cramo accept the Tender Offer.

SUMMARY OF THE TENDER OFFER

• The offer price is EUR 13.25 in cash for each share in Cramo, cum dividend (the “Offer Price”);
• The Offer Price represents a premium of approximately:
  
  • 31.2 percent compared to the closing price of the Cramo share on Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”) on November 4, 2019, the last trading day prior to the announcement by Cramo that it was evaluating a potential tender offer on November 5, 2019 (the “Original Disclosure Date”);
  • 52.6 percent compared to the volume-weighted average trading price of the Cramo share on Nasdaq Helsinki during the 3-month period prior to and up to the Original Disclosure Date; and
  • 50.8 percent compared to the volume-weighted average trading price of the Cramo share on Nasdaq Helsinki during the period from July 1, 2019, the day of the demerger of Adapteo Plc, to the Original Disclosure Date.
• The Board of Directors of Cramo has unanimously decided to recommend that the shareholders of Cramo accept the Tender Offer;
• Major shareholders of Cramo, EQT Public Value Investments S.à r.l., Rakennusmestarien Säätiö sr and Varma Mutual Pension Insurance Company as well as the CEO of Cramo Mr. Leif Gustafsson have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 18.9 percent of the outstanding shares and votes in Cramo;
• The completion of the Tender Offer is subject to certain customary conditions to be fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer, including, among others, approvals by the relevant competition authorities, and the Offeror obtaining more than 90 percent of the outstanding shares and votes in Cramo on a fully diluted basis;
• The Offeror has committed financing in place, providing high deal certainty;
• The Offeror will, on or about November 25, 2019, publish a tender offer document with detailed information about the Tender Offer;
• The offer period under the Tender Offer is expected to commence on or about November 25, 2019 and to expire in the first half of January 2020, and thus, to run for approximately seven (7) weeks, subject to any extension of the offer period by the Offeror in accordance with the terms and conditions of the Tender Offer.
  
  

BACKGROUND AND REASONS FOR THE TENDER OFFER

Boels is one of the most renowned equipment rental companies in Europe and the no. 1 player in the Benelux, focusing on equipment rental. Boels is a generalist but has throughout the years established specialized divisions. Since its founding in 1977 Boels has grown into a rental company with more than 4200 employees and over 450 depots in 11 countries. The strong expansion of activities is based on autonomous growth as well as a number of strategic acquisitions and has resulted in a doubling of turnover every five years. This makes Boels one of the fastest growing rental companies.

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 a solid market position in all its 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.

Pan-European leader in equipment rental

The combination of Boels and Cramo would create a leading player in the European equipment rental market with combined annual revenues of approximately EUR 1,250 million and one of the largest depot networks in Europe (more than 750 depots). The enlarged group would create the opportunity to serve customers better, optimize fleets and retain and attract more talented staff.

Strong and diversified geographic profile

The enlarged group would be well diversified in terms of customers, business and geographic mix. The combination of Cramo’s Scandinavian and Central European business with Boels’ existing network in the Benelux, UK and DACH region (Germany, Austria and Switzerland) would create a true pan-European equipment rental player with increased scale and resilience. The combined business would be well positioned to grow its markets by leveraging this scale and footprint.

Strengthening of the joint platform in Central Europe

The combination of Boels and Cramo would have the opportunity to integrate operations in Central Europe and capitalize on mutual best practices in terms of fleet range, logistics and customer service levels. Boels feels that sharing these best practices has the potential to further increase the commercial success of the combined operations in Central Europe.

Platform for growth

The combined group would be in a position to further strengthen its prospects within the highly fragmented European market. Cramo would become the Scandinavian platform for the enlarged group, and Boels envisages to continue its growth and strengthen its positions and to further develop its footprint in the region, while capitalizing on the benefits and extended financial and operational leverage of an enlarged group.

In addition, Boels values the current management and organization of Cramo highly and is impressed by the successful development of the Company. The completion of the Tender Offer is not expected to have any immediate material effects on Cramo’s operations, assets, the position of Cramo’s management, employees or its business locations. As is customary, Boels intends to change the composition of the Board of Directors of Cramo after the completion of the Tender Offer to reflect the new ownership structure of Cramo.

Commenting on the Tender Offer Pierre Boels, CEO of Boels said:

“Our vision is to build a European leader in the equipment rental market. We have a strong conviction in the strategic combination of Boels and Cramo. The combined company will be a leading player in Europe with a business in 17 countries, and a top-3 position in 12 of those. It will be well diversified in terms of customers, business and geographies. We combine rental equipment, data, safety and expertise to improve customer efficiency. Our companies know each other well and have a good fit both strategically and culturally. We share the same strategy, focusing on building scale locally to secure leading positions in the countries where we operate. And we both hold our employees in high regard. Boels appreciates the unanimous recommendation by the Board of Cramo. We look forward to building a shared future together.”

Commenting on the Tender Offer Veli-Matti Reinikkala, Chairman of the Board of Directors of Cramo said:

“During the last years, we have worked hard to create value for our shareholders. The demerger and spin-off of Adapteo was an important step to create two independently focused and attractive companies, resulting also in released shareholder value. For stand-alone Cramo, this has created the opportunity to take part in the ongoing and important consolidation in Europe. Boels is in that regard an excellent owner of and partner to Cramo. We also believe that for our existing shareholders, the Offer Price represents an attractive cash premium and is a reflection of the trust Boels has in Cramo as a company and the strategy moving forward as one company. Taking into consideration all aspects for all stakeholders, the Board of Directors of Cramo has unanimously decided to recommend that shareholders of Cramo accept the Tender Offer.”

Commenting on the Tender Offer Leif Gustafsson, CEO of Cramo said:

“Over the past year all our employees have worked hard to position Cramo in the best possible way for the future. The demerger of our company was an important milestone in creating a pure equipment rental focused Cramo. We have now reshaped the company, launched a new strategy, taken the right steps to improve performance and set the foundation to differentiate ourselves from the competition. This work has paid off. Now the combination with Boels, which we respect a lot, gives us the opportunity to take the next step in our commitment to serving the interests of our clients, employees and other stakeholders. Together with Boels we will make a leap forward to become a European leader in our industry.”

THE TENDER OFFER IN BRIEF

The Offer Price is EUR 13.25 in cash for each share in Cramo. However, the Offer Price is subject to adjustment for any new issuance of shares, including reclassification, split (including a reverse-split) or any other similar transaction with dilutive effect, including securities convertible into shares or equity interests. The Offer Price is further subject to adjustment for the payment of any dividends or other distributions of funds or assets before the completion of the Tender Offer or if a record date of such dividend or other distribution of funds or assets occurs before the completion of the Tender Offer, and any taxes triggered by such consideration, payable by the Offeror, shall reduce the Offer Price accordingly on a euro-for-euro basis.

The Offer Price represents a premium of approximately:

• • 31.2 percent compared to the closing price of the Cramo share on Nasdaq Helsinki on November 4, 2019, the last trading day prior to the Original Disclosure Date;
  • 52.6 percent compared to the volume-weighted average trading price of the Cramo share on Nasdaq Helsinki during the 3-month period prior to and up to the Original Disclosure Date;
  • 50.8 percent compared to the volume-weighted average trading price of the Cramo share on Nasdaq Helsinki during the period from July 1, 2019, the day of the demerger of Adapteo Plc, to the Original Disclosure Date;
  • 41.6 percent compared to the volume-weighted average trading price of the Cramo share on Nasdaq Helsinki during the 3-month period preceding the date of the announcement of the Tender Offer; and
  • 4.8 percent compared to the closing price of the Cramo share on Nasdaq Helsinki on November 8, 2019, the last trading day prior to the announcement of the Tender Offer.
    
    

The offer period under the Tender Offer is expected to commence on or about November 25, 2019 and to expire in the first half of January 2020, and thus, to run for approximately seven (7) weeks, subject to any extension of the offer period by the Offeror in accordance with the terms and conditions of the Tender Offer.

The detailed terms and conditions of the Tender Offer and information on how to accept the Tender Offer will be included in the tender offer document expected to be published by the Offeror on or about November 25, 2019.

The Offeror and Cramo have undertaken to comply with the recommendation on procedures to be followed in Finnish public tender offers issued by the Finnish Securities Market Association, as amended from time to time (the “Helsinki Takeover Code”).

On the date of this stock exchange release, Cramo has 44,690,554 issued shares, of which 44,682,697 are outstanding. Neither the Offeror nor any of its group companies hold any shares in Cramo. The Offeror reserves the right to buy shares before, during and/or after the offer period in public trading on Nasdaq Helsinki or otherwise, in accordance with the requirements of applicable law.

FINANCING OF THE TENDER OFFER

The Tender Offer is not subject to a financing condition. The Offeror will finance the Tender Offer through debt facilities. The debt facilities are made available under underwritten senior loan facilities agreements sufficient to finance the acquisition of all outstanding shares in Cramo, refinance all of Boels’ and Cramo’s outstanding debt and pay for associated transaction costs. The availability of the debt facilities is subject to customary “certain funds” conditions or conditions the satisfaction of which is within the control of the Offeror.

RECOMMENDATION BY THE BOARD OF DIRECTORS AND SUPPORT BY MAJOR SHAREHOLDERS

Consistent with their fiduciary duties, the Board of Directors of Cramo, with the support of its financial and legal advisors, has carefully reviewed the Tender Offer and given careful consideration to all relevant aspects of the Tender Offer. The Board of Directors is of the opinion that Boels makes a compelling offer representing a fair price and attractive premium to Cramo’s shareholders. The Board of Directors of Cramo has therefore unanimously decided to recommend that the shareholders accept the Tender Offer. The Board of Directors of Cramo will issue its complete statement on the Tender Offer in accordance with the Finnish Securities Market Act before the commencement of the Tender Offer.

To support its assessment of the Tender Offer, the Board of Directors of Cramo has received a fairness opinion from HLP Corporate Finance Oy to the effect that the consideration to be offered to the shareholders is fair from a financial point of view. The fairness opinion will be attached to the statement of the Board of Directors of Cramo.

Major shareholders of Cramo, EQT Public Value Investments S.à r.l., Rakennusmestarien Säätiö sr and Varma Mutual Pension Insurance Company as well as the CEO of Cramo Mr. Leif Gustafsson have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. The irrevocable undertakings represent jointly approximately 18.9 percent of the outstanding shares and votes in Cramo.

CONDITIONS TO COMPLETION

The completion of the Tender Offer will be subject to the satisfaction or waiver by the Offeror of the following customary conditions:

1. the valid tender of outstanding shares representing, together with any other outstanding shares otherwise acquired by the Offeror by the result announcement date, more than ninety percent (90%) of the issued and outstanding shares and voting rights of the Company, on a fully diluted basis and calculated in accordance with Chapter 18 Section 1 of the Finnish Companies Act;
2. the receipt of necessary regulatory approvals, permits and consents required for the completion of the Tender Offer in accordance with the terms and conditions set out in the Combination Agreement;
3. no material adverse change in respect of Cramo having occurred after the Signing Date and prior to the result announcement date;
4. the Offeror not, after the Signing Date and prior to the result announcement date, having received information previously undisclosed to it that constitutes a material adverse change in respect of Cramo;
5. no information made public during the three (3) years preceding the Signing Date and prior to the result announcement date by the Company pursuant to the EU Market Abuse Regulation or the Finnish Securities Market Act or disclosed by the Company to the Offeror as part of the due diligence information being materially inaccurate, incomplete, or misleading, and the Company during the three (3) years preceding the Signing Date and prior to the result announcement date not having failed to make public any information that should have been made public by it under applicable laws, including the rules of Nasdaq Helsinki, provided that, in each case, the information made public, disclosed or not disclosed or the failure to disclose information constitutes a material adverse change;
6. no court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the completion of the Tender Offer;
7. the Board of Directors of the Company having issued its unanimous recommendation that the shareholders of the Company accept the Tender Offer and the recommendation remaining in full force and effect and not being modified or changed to the detriment of the Tender Offer or cancelled;
8. the Combination Agreement not having been terminated and remaining in force and no event having occurred that would give the Offeror the right to terminate the Combination Agreement; and
9. the undertakings by each of the major shareholders and the management shareholder to accept the Tender Offer remaining in force in accordance with its terms.
   
   

Subject to the limitations set out in the Regulations and Guidelines 9/2013 of the FIN-FSA and the Helsinki Takeover Code, and provided that the Company has not cured the circumstances which give rise to the right to invoke the relevant condition to completion within a predefined period and always at the latest three (3) business days before the end of the Offer Period, the Offeror reserves the right to withdraw the Tender Offer in the event that any of the above conditions to completion is not fulfilled.

The Offeror will make all necessary filings to obtain approvals from relevant competition authorities. According to information currently available, the Offeror expects the Tender Offer to be subject to merger control clearance by the German and Austrian competition authorities, and to receive such clearances within the anticipated offer period.

COMBINATION AGREEMENT

The Combination Agreement between the Offeror and Cramo sets forth the principal terms under which the Offeror will make the Tender Offer.

Under the Combination Agreement, the Board of Directors of Cramo has, in the event of a competing offer, undertaken not to change its recommendation for the Tender Offer unless, the Board of Directors, on the basis of its fiduciary duties, considers that, due to materially changed circumstances the acceptance of the Tender Offer would no longer be in the best interest of Cramo’s shareholders. In the event of a competing offer, Boels will first be given the opportunity to match such offer. If Boels matches the competing offer, the Board of Directors of Cramo shall continue to recommend Boels’ Tender Offer.

As part of the Combination Agreement, Cramo has also entered into customary undertakings not to solicit third party offers.

The Combination Agreement further includes certain customary representations, warranties and undertakings by both parties, such as conduct of business by Cramo in the ordinary course of business before the completion of the Tender Offer, and cooperation by the parties in making the necessary regulatory filings.

Once the Offeror has obtained more than 90 percent of the issued and outstanding shares and votes in Cramo, the Offeror will initiate compulsory redemption proceedings in accordance with the Finnish Companies Act to acquire the remaining shares in Cramo, and thereafter cause Cramo’s shares to be delisted from Nasdaq Helsinki as soon as permitted and practicable under applicable laws and regulations.

The Combination Agreement may be terminated and the transaction abandoned by Cramo or the Offeror under certain circumstances, including, among others, if a court or authority order preventing the consummation of the transaction or a material part of it has been issued or upon a material breach of any warranty given by the Company or the Offeror.

If the Combination Agreement is terminated in connection with the Board of Directors of Cramo changing its recommendation for the Tender Offer as a result of a competing offer or proposal, Cramo has undertaken to pay to the Offeror a termination fee equal to the lower of the Offeror’s actually incurred reasonable costs for the preparation of the Tender Offer and EUR 5 million.

ADVISORS

Boels has appointed Rothschild & Co and Duynstee Advisory as lead financial advisors. Nordea Bank Abp is acting as Finnish financial advisor to Boels and arranger in relation to the Tender Offer outside the United States. De Brauw Blackstone Westbroek N.V. and Roschier, Attorneys Ltd. are acting as legal advisors to Boels in connection with the Tender Offer. Hill+Knowlton Strategies is acting as communications advisor.

BNP Paribas acts as the financial advisor and Krogerus Attorneys Ltd as the legal advisor to Cramo in connection with the Tender Offer.

Media Enquiries Cramo:

Sohana Josefsson
SVP Marketing & Communication, Cramo Plc
M: +46 70 508 99 09
E: sohana.josefsson@cramo.com

Media Enquiries Boels:

Karl Emerick Hanuska
Hill+Knowlton Strategies
M: +31 6 20111967
E: karl.hanuska@hkstrategies.com

Investor Enquiries Cramo:

Aku Rumpunen
CFO, Cramo Plc
M: +358 40 556 3546
E: aku.rumpunen@cramo.com

ABOUT BOELS

Boels is one of the most renowned equipment rental companies in Europe and the no. 1 player in the Benelux, focusing on equipment rental. Boels is a generalist but has throughout the years established specialized divisions. Since its founding in 1977 Boels has grown into a rental company with more than 4200 employees and over 450 depots in 11 countries. The strong expansion of activities is based on autonomous growth as well as a number of strategic acquisitions and has resulted in a doubling of turnover every five years. This makes Boels one of the fastest growing rental companies.

ABOUT CRAMO

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.

IMPORTANT LEGAL INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Notice to U.S. Shareholders

U.S. shareholders are advised that Cramo is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer is open to Cramo’s shareholders resident in the United States and is made on the same terms and conditions as those made to all other shareholders of Cramo to whom an offer is made. Any information documents, including this stock exchange release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Cramo’s other shareholders.

The Tender Offer is expected to be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

To the extent permissible under applicable law or regulations, including Rule 14e-5 under the Exchange Act, Boels and its affiliates or brokers (acting as agents for Boels or its affiliates, as applicable) may from time to time, directly or indirectly, purchase or arrange to purchase, outside of the Tender Offer shares of Cramo or any securities that are convertible into, exchangeable for or exercisable for such shares of Cramo, provided that no such purchases or arrangements to purchase outside of the Tender Offer will be made in the United States by or on behalf of the Offeror or its affiliates or for a price that is greater than the Offer Price. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Cramo of such information. In addition, the financial advisers to Boels, or affiliates of the financial advisors, may also engage in ordinary course trading activities in securities of Cramo, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the fairness of the merits of the Tender Offer or the adequacy or completeness of any tender offer document. Any representation to the contrary is a criminal offence in the United States.

For the avoidance of doubt, Nordea Bank Abp (“Nordea”) is not registered as a broker or dealer in the U.S. and will not be engaging in direct communications relating to the Tender Offer with investors located within the U.S. (whether on a reverse-inquiry basis or otherwise).

Nordea, which is acting exclusively for the Offeror and no one else in connection with the Tender Offer, will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Nordea nor for providing advice in relation to the Tender Offer or any other matter referred to in this herein nor for providing advice to any such other person.