English
Published: 2005-10-19 08:24:02 CEST
Cramo Oyj
Company Announcement
COMBINATION OF RAKENTAJAIN KONEVUOKRAAMO AND CRAMO CREATES A LEADING PAN-EUROPEAN RENTAL SERVICES CO
Rakentajain Konevuokraamo Oyj
Stock exchange release                          
    19 October 2005, at 9.00 hrs


COMBINATION OF RAKENTAJAIN KONEVUOKRAAMO
AND CRAMO CREATES 
A LEADING PAN-EUROPEAN RENTAL SERVICES
COMPANY


Rakentajain Konevuokraamo Oyj ("RK") and Cramo Holding B.V., the
Dutch 
parent company of the Cramo Group ("Cramo"), have decided to combine
their 
operations through a share exchange offer by RK. The combination will
create one 
of the leading European rental services companies, whose core
business areas 
will consist of general equipment rental as well as rental and
sale of modulars. 
The combined company ("Combined Company") will be among the
five largest European
rental services companies with leading positions in
Finland, Sweden and Estonia, 
and a good coverage in Norway, Denmark, the
Netherlands, Latvia, Lithuania, 
Poland and Russia. The Combined Company will
have a solid base for continued 
international growth in most existing
markets, and especially in Eastern Europe 
and Russia. Its annual pro forma
turnover in 2004 amounted to approximately 
EUR 292.8 million with an EBITDA
of approximately 78.1 million. The Combined 
Company will employ 1,634 people.
The transaction is expected to create annual 
synergies of approximately EUR 5
million, which will materialize in full as of 
2007. 


Transaction
summary

RK and Cramo as well as RK’s largest shareholders representing 37.6%
of shares 
and 78.4% of votes in RK, and Cramo shareholders representing 100%
of shares and 
votes in Cramo have on 18 October 2005 signed a combination
agreement regarding 
the combination of RK and Cramo ("Combination
Agreement"). Furthermore, the key 
owners of the Combined Company have on 18
October 2005 signed a shareholders’ 
agreement. The completion of the
transaction is subject to approval by the 
competition authorities in Poland
and Estonia, and approval by RK’s shareholders’
meeting of the issuance of new
RK shares in accordance with the exchange offer, 
and of the combination of
the current A and B share classes. The Board of 
Directors of RK unanimously
recommends to the shareholders of RK that they vote 
in favor of the
transaction in RK’s extraordinary shareholders’ meeting, which 
will be
summoned following competition clearance for the transaction from Poland 
and
Estonia, estimated to take place by year-end. The main shareholders of RK,

representing 78.4% of votes and 37.6% of shares in RK have undertaken to
support 
the Board’s proposal in the extraordinary shareholders’ meeting, and
have 
undertaken not to decrease their shareholding before the extraordinary

shareholders’ meeting. The transaction will be consummated as follows:

*
RK makes a share exchange offer to the shareholders of Cramo, whereby it

offers to acquire all of the issued and outstanding shares in Cramo by
issuing 
14,984,507 new class B shares to be subscribed by the shareholders of
Cramo 
("Exchange Offer"). Based on the closing price of the RK share on the
Helsinki 
Stock Exchange on 18 October 2005 of EUR 8.81 per share, the value
of the shares 
in Cramo is EUR 132 million, which equals the market
capitalization of RK on a 
fully diluted number of shares basis.   

*
Furthermore, the Board of RK proposes to the shareholders’ meeting that the

current share classes are combined, so that in conjunction with the
transaction, 
the class A shares in RK are converted to class B shares in RK
at a ratio of 1:1.
40. RK shareholders representing 96.3% of the A-share votes
in RK have given 
their consent to convert the current class A shares to class
B shares. Following 
the conversion there will be only one class of shares in
RK, each share will 
carry one vote, and all shares will be listed on the
Helsinki Stock Exchange. 

* Caterpillar SaRL and Caterpillar Financial
Services Netherlands B.V. 
(together "Caterpillar"), shareholders in Cramo,
have agreed with Cramo’s 
shareholder Pon Holdings B.V., and RK’s shareholder
Suomi Mutual Life Assurance 
Company that Caterpillar will sell all 5.993.803
class B shares it receives in 
the Exchange Offer ("Share Sale") for EUR 7.55
per share to Pon Holdings B.V. 
who will acquire 2.996.901 shares, and Suomi
Mutual Life Assurance who will 
acquire 2.996.902 shares.

* The Board of RK
recommends the approval of the targeted issue and the 
combination of share
classes in RK’s extraordinary shareholders’ meeting. The 
proposal of RK’s
Board is supported by shareholders in RK representing 78.4% of 
the votes and
37.6% of the shares, which have undertaken not to decrease their 
holding
prior to the extraordinary shareholders’ meeting. All shareholders in 
Cramo
have undertaken to accept RK’s offer.

* Provided that the Exchange Offer,
the combination of share classes and the 
Share Sale are completed, RK
shareholders will hold a total of 60.0% of shares 
and votes in the Combined
Company, and Cramo shareholders will hold a total of 
40.0% of shares and
votes in the Combined Company. In terms of shares and votes 
in the Combined
Company, Pon Holdings B.V. will hold 28.4%, Suomi Mutual Life 
Assurance
Company 15.3%, ABN AMRO Bank N.V. 10.0%, and Rakennusmestarien Säätiö 
9.4%.
The key shareholders of the Combined Company have on 18 October 2005 
signed a
shareholders’ agreement, whereby the parties have agreed not to 
increase
their ownership in the Combined Company after the consummation of the

transaction above a certain threshold without the consent of the other
parties, 
and on voting restrictions. The key terms of the shareholders’
agreement are 
attached.
       

A press conference will be arranged in
Helsinki commencing at 11 AM (Finnish 
time) at Scandic Hotel Marski, Carl
Cabinet, Mannerheimintie 10.


English presentation slides will be available
an hour earlier at: www.rk.fi.



Background to combination

The Boards
of both companies consider the combination of their respective 
businesses to
be in-line with their strategies, and substantiated both 
commercially,
serving the long term interests of its local and international 
customers, as
well as financially. The Combined Company aims to grow further

internationally within general equipment rental and modulars, and RK’s strong

position in Finland and Eastern Europe is well complemented by Cramo’s strong

position in the Nordic and Baltic markets.

The combination will offer the
potential to realize synergies, since:

* the broader service offering will
better serve the needs of its customers in 
industry, construction, retail,
and the public sector 
* a more comprehensive depot network will be created
*
significant increase in capital expenditure allows for improved efficiency in

procurement and more favorable purchase prices, resulting in lower cost of
rental
assets, enabling competitive rates to its customers
* centralized
asset management is utilized for a broad geographical area and 
utilization
rates can be improved by transferring machinery between geographical 
areas
*
the Combined Company will be one of the largest providers of modular space in

Europe, benefiting from RK’s production capacity and Cramo’s well developed

modular concepts 
* the Combined Company will have sufficient resources to
benefit from the growth 
potential in all of its markets, including Eastern
Europe and Russia
* the experienced management and staff of the Combined
Company will benefit from 
the substantially enlarged scale of
operations


The Boards consider, that RK and Cramo complement each other
very well in terms 
of know-how and standard of operations, and that the
combination provides for 
excellent opportunities to create value for the
shareholders of both companies. 
It is concluded that the combination creates
one of the leading machinery, 
equipment and modular space rental companies in
Europe. The Combined Company is 
expected to have strong cash flows, good
profitability, and is expected to 
achieve synergies of approximately EUR 5
million p.a. The synergies are expected 
to materialize in full as of 2007,
and there will be extraordinary costs 
associated with achieving the
synergies, which are estimated to amount to EUR 
2 million.  


Based on
the above, the Board of RK offers the shareholders in Cramo new class 
B
shares in RK, in exchange for all shares in Cramo. The Exchange Offer is

consummated through a share exchange, whereby shareholders of both RK and
Cramo 
have the opportunity to benefit from the future development of the
Combined 
Company.


All Cramo shareholders have undertaken to accept the
Exchange Offer.


Paavo Ruusuvuori, Chairman of the Board of RK, comments on
the combination:

"Rakentajain Konevuokraamo Oyj is a pioneer and the most
profitable company 
within the sector. By joining forces with Cramo, we are
implementing our growth 
strategy, and creating a very competitive company,
with a strong foundation to 
participate in the likely upcoming consolidation
of the equipment rental market. 
By utilizing best practices of both
companies, we have a solid basis for 
profitable growth and market
leadership." 


Phil van Haarlem, Chairman of the Board of Cramo, comments
on the combination:

"From its strong Swedish home base, Cramo has developed
over the last ten years 
into one of the largest general equipment rental
services and modular 
organizations in the Nordic markets, and a successful
Pan-European player with 
its presence in nine countries. With its innovative
rental concepts and 
advanced rental service offerings to a broad customer
base, Cramo is well 
positioned among its competitors. Cramo’s size and
sophistication combined 
with 
RK’s financial strength and market leadership
in Finland creates a new 
organization of a combined size and strength that is
very well positioned for 
further growth of its already prominent role on
Europe’s equipment rental 
services market scene."



The main terms of
the Exchange Offer are as follows:

Cramo shareholders will receive
7,492.2535 new shares in RK in exchange for one 
share in Cramo. The new
shares in RK will entitle to dividends and other 
shareholder rights as of the
registration with the Finnish Trade Register. 
The new RK shares issued in the
Exchange Offer will be subscribed and the shares 
will be exchanged
immediately following RK’s extraordinary shareholders’ meeting.
RK will
prepare a listing particulars required for the listing of the new RK 
shares.
The listing particulars will be published on a separately announced date

before RK’s extraordinary shareholders’ meeting to decide upon the
combination. 
RK will separately confirm the consummation of the share
exchange after the 
extraordinary shareholders’ meeting. 


The Exchange
Offer is subject to the following conditions:

(a) Approval by RK’s
shareholders’ meeting of the resolutions necessary for the 
combination of the
companies and conversion of shares (conversion of class A 
shares to class B
shares, increase of share capital, change of Articles of 
Association);

(b)
Acceptance by all Cramo shareholders of the Exchange Offer;

(c) The
Combination Agreement still being in force; and; 

(d) Relevant authorities
having given their approval to the combination, or RK 
and Cramo have accepted
conditions set by authorities for their approval.   



Board and
management of the Combined Company

Key shareholders of RK, representing
78.4% of votes in RK have agreed to support 
the following board proposals at
the extraordinary shareholders’ meeting of RK:

* An independent Finnish
individual will be nominated to be elected as Chairman 
of the Board

*
Rakennusmestarien Säätiö and Suomi Mutual Life Assurance Company will nominate

three Board members for election

* Pon Holdings B.V. will nominate three
Board members for election


Vesa Koivula will continue as the CEO of the
Combined Company and Cramo’s CEO 
Göran Carlson will be appointed deputy
CEO.


Listing of shares

RK will apply for listing of the class B shares
issued in both the Exchange 
Offer and in the conversion on the Helsinki Stock
Exchange.


Preliminary timetable 

The listing particulars to be prepared
for the Exchange Offer is estimated to 
be published in week 51, and
competition clearance in Estonia and Poland are 
estimated to be received
during weeks 49 to 51. RK´s extraordinary shareholders’ 
meeting to ratify the
transaction will be held as soon as possible thereafter. 


Advisors

HLP
Corporate Finance Oy has acted as financial and Castrén & Snellman as legal

advisors to RK. ABN AMRO Corporate Finance has acted as financial, and
Clifford 
Chance and Hannes Snellman have acted as legal advisors to
Cramo.



Combined Company in brief

General

The combination of RK and
Cramo will create one of the largest rental companies 
in Europe, whose core
business areas will be general equipment rental, and 
rental and sale of
modulars. The Combined Company will have a leading market 
position in
Finland, Sweden and Estonia and a good coverage in the other Nordic 
and
Baltic states, and some Eastern European countries. The combination forms a

solid base for implementing a growth strategy in both new and most existing

markets, including Eastern Europe and Russia. The Combined Company is an

industrial services company, meeting the machinery, equipment and modular
space 
needs of its customers in industry, construction, retail, and the
public sector 
by providing easy accessibility, and actively developing new
concepts to satisfy 
short and longer term needs of customers. The Combined
Company will operate in 
10 countries where it has a network of 252 rental
depots. Pro forma sales in 
2004 amounted to EUR 292.8 million and during the
first six months in 2005 to 
EUR 152.4 million. The number of employees was
1,634 as at 30.6.2005. The 
Combined Company will be headquartered in Vantaa,
with operational centers in 
Vantaa and Kista.

Largest shareholders post
completion of transaction

Name                                      % of
shares and votes
Pon Holdings B.V.                         28.4%
Suomi Mutual
Life Assurance Company	  15.3%
ABN AMRO Bank N.V.                       
10.0%
Rakennusmestarien Säätiö                   9.4%
Pohjola Non-Life
Insurance Company         3.8% 


Financial overview, pro forma
(unaudited)


COMBINED INCOME STATEMENT, IFRS (EUR 1000)			
               
                             1-6/05    1-6/04  Change %   1-12/04
SALES       
                               152,411   134,866    13.0 %   292,779
Other
operating income                        3,465     3,512              
8,639
Change in inventories in finished goods 
and in work in progress       
                -291     1,576                -364
Production for own use     
                  4,277       502               2,467
Materials and services  
                   -35,322   -32,756             -64,341
Personnel expenses   
                      -36,320   -31,583             -65,040
Depreciation      
                         -24,425   -21,999             -45,297
Other operating
expenses                    -50,343   -44,045             -96,083
OPERATING
PROFIT                             13,452    10,073   33.5 %     32,759
% of
sales                                    8.8 %     7.5 %              11.2
%
Finance costs (net)                          -5,670    -6,122            
-11,230
PROFIT BEFORE TAX                             7,782     3,951   97.0 %
    21,529
% of sales	                              5.1 %     2.9 %           
   7.4 %
Income taxes                                 -1,864    -1,146        
     -5,551
PROFIT FOR THE PERIOD                         5,918     2,805 
111.0 %     15,979
% of sales                                    3.9 %     2.1
%               5.5 %
		
			
COMBINED BALANCE SHEET, IFRS (EUR 1000)
30.6.2005			

ASSETS				
NON-CURRENT ASSETS			
Property, plant and
equipment               292,022			
Goodwill                                   
134,188			
Other intangible assets                     
52,577			
Available-for-sale investments                  200			
Receivables 
                                   781			
Deferred income tax assets          
        13,921			
TOTAL NON-CURRENT ASSETS                    493,688
CURRENT
ASSETS					
Inventories                                  15,456			
Trade an
other receivables                   83,336			
Cash and cash equivalents       
             6,820			
TOTAL CURRENT ASSETS                       
105,612	
TOTAL ASSETS                                599,301	
	
EQUITY AND
LIABILITIES
EQUITY
Share capital                               
49,524			
Share issue                                       0			
Share
premium fund                          107,944			
Retained earnings            
               20,399			
TOTAL EQUITY                               
177,867			
NON-CURRENT LIABILITIES
Provisions                                
     186			
Deferred income tax liabilities             
34,919			
Non-current liabilities                     274,901			
CURRENT
LIABILITIES				
Current liabilities                         111,428			
TOTAL
LIABILITIES                           421,434			
TOTAL EQUITY AND LIABILITIES 
              599,301			
				
				
KEY FIGURES				
	
                     
                       1-6/05   1-6/04   1-12/04	
Gross investment on

non-current assets, EUR 1000                 43,217   40,757   
78,835	
Avarage number of employees 
during the period                       
     1,634    1,505     1,537	
Equity ratio, %                             
30.4 %			
Interest-bearing net debt, EUR 1000         305,317 			
Earnings
per share, basic                      0.20     0.10      0.55	
Number of
shares, basic                  29,304,314			
Earnings per share, diluted      
             0.20     0.09      0.54	
Number of shares, diluted               
29,607,510				


The pro forma information has been prepared according to
international 
accounting standards (IFRS) applied by RK, so that Cramo’s
historical financial 
statements have in the pro forma tables been adjusted in
all material aspects to 
comply with accounting principles adopted by RK.


In purchase price allocation the share price of RK has been assumed as EUR
8.81 
per share, which was the closing price of the share on the Helsinki
Stock 
Exchange on 18 October 2005. The final purchase price allocation will
be based 
on the actual share price at the time when the transfer of control
takes place. 
Changes in the share price impacts the goodwill arising from the
combination so 
that a rise in the share price increases the amount of
goodwill and a decrease 
in the share price decreases the amount of goodwill.


In the pro forma financial statements, the purchase price of EUR 133.2
million 
has been allocated at fair values mainly to intangible assets, of
which the 
value of the brand is estimated as EUR 37.3 million and the value
of the 
customer relationships is estimated as EUR 14.8 million. Other
allocations total 
EUR 1.3 million. No depreciation has been allocated to
goodwill or value of 
brand. The annual depreciation of customer relationships
amounts to EUR 3.2 
million and is based on the estimated economic lifetime of
customer 
relationships, which is approximately 5 years. 

The fair values
of machinery and equipment are assessed not to be materially 
different from
the value in the IFRS adjusted balance sheet at the date of 
acquisition.
Consequently, the balance sheet values of machinery and equipment 
have been
used as fair values.

The pro forma statements do not include any benefits
arising from synergies.



RK in brief

RK provides a wide range of
machinery, equipment and shelters, as well as 
expertise and contracting
services needed in construction projects on a 
just-in-time basis. Its
sub-Group, Tilamarkkinat Oy, is responsible for the 
development, manufacture,
rental and sales of moveable buildings and units. 
The subsidiary Suomen
Projektivuokraus Oy offers project rental services 
characterized by long
rental periods. RK has operations in Finland, Estonia, 
Poland and Russia, and
a network of 69 rental depots.


Largest shareholders

Name               
                     % of share capital 		% of votes
Rakennusmestarien Säätiö 
                            17.4%                  37.3%
Suomi Mutual Life
Assurance Company                   10.2%                  17.0%
Pohjola
Non-Life Insurance Company                     7.0%                 
16.0%
Rakennusmestarit ja -insinöörit AMK RKL                3.0%	            
 8.1%
Nordea Life Insurance Finland Ltd                      2.8%             
     0.8%



Financial overview (unaudited)

RK, INCOME STATEMENT, IFRS
(EUR 1000)				
                                              1-6/05  1-6/04 
Change %   1-12/04
SALES	                                      36,412  32,504 
  12.0 %    71,436
Other operating income	                         449     147
                303
Change in inventories in 
finished goods and in work in
progress          -291   1.888                 259
Production for own use     
                   4,277     502               2,467
Materials and services   
                   -10,426  -9,253             -17,716
Personnel expenses     
                     -10,708  -9,083             -18,444
Depreciation         
                        -5,334  -4,667              -9,604
Other operating
expenses                      -7,740  -6,882             -14,307
OPERATING
PROFIT                               6,639   5,156    28.8 %    14,394
% of
sales                                    18.2 %  15.9 %              20.1
%
Finance costs (net)                             -875    -658             
-1,423
PROFIT BEFORE TAX                              5,764   4,498    28.1 % 
  12,971
% of sales                                    15.8 %  13.8 %         
    18.2 %
Income taxes                                  -1,407  -1,210       
      -3,744
PROFIT FOR THE PERIOD                          4,357   3,288   
32.5 %     9,227
% of sales                                    12.0 %  10.1 % 
            12.9 %


RK, BALANCE SHEET, IFRS (EUR 1000)
30.6.2005				

ASSETS	
NON-CURRENT ASSETS
Property, plant and equipment    
     86,496			
Goodwill                               11,615			
Other
intangible assets                   477			
Available-for-sale investments     
      200			
Receivables                               187			
Deferred income
tax assets              1,457			
TOTAL NON-CURRENT ASSETS             
100,432			
CURRENT ASSETS				
Inventories                            
3,518			
Trade an other receivables             10,897			
Cash and cash
equivalents               1,594			
TOTAL CURRENT ASSETS                  
16,009			
TOTAL ASSETS                          116,441			
			
EQUITY AND
LIABILITIES				
EQUITY
Share capital                         
24,200			
Share issue                                 0			
Share premium fund
                     1,567			
Retained earnings                     
20,399			
TOTAL EQUITY                           46,166			
NON-CURRENT
LIABILITIES				
Provisions			
Deferred income tax liabilities        
4,165			
Non-current liabilities                45,585			
CURRENT
LIABILITIES				
Current liabilities                    20,525			
TOTAL
LIABILITIES                      70,275			
TOTAL EQUITY AND LIABILITIES       
  116,441						
	
KEY FIGURES			
				
                                     
           1-6/05       1-6/04     1-12/04	
Gross investment on 
non-current
assets, EUR 1000	                 17,361        7,840      14,993
Avarage
number of employees during the period       575          523        
538
Equity ratio, %                                  43.1
%			
Interest-bearing net debt, EUR 1000              52,041			
Earnings per
share, basic                          0.30         0.23        0.64
Number of
shares, basic                      14,319,807   14,314,507 
14,314,507
Earnings per share, diluted                        0.30        
0.23        0.63
Number of shares, diluted                    14,623,003  
14,532,548  14,732,730	


	
Cramo in brief

Cramo rents machinery,
equipment and modular space to manufacturers, 
construction firms and the
public sector. The operations include the rental 
of individual objects for
both short-term rental and multi-year agreements. 
Cramo offers its customers
nationwide and fixed price project arrangements. 
In addition to rental
activities, Cramo’s operations include trade with used 
machinery and
equipment on its own account as well as on the account of its 
customers.
Cramo has operations in Sweden, Norway, Denmark, Finland, Estonia, 
Latvia,
Lithuania, the Netherlands and Poland, and a network of 183 rental depots. 


Shareholders
                                          				
Name         
                                         % of share capital 
                 
                                     and votes
Pon Holdings B.V.			           
   36.8%
Caterpillar SaRL				       25.0%
ABN AMRO Bank N.V.			              
20.0%
Caterpillar Financial Services Netherlands B.V.	       15.0%
Wihuri
Oy						3.2%



Financial overview (unaudited)


CRAMO, INCOME
STATEMENT, IFRS (EUR 1000)
                                             
1-6/05   1-6/04   Change %   1-12/04
SALES                                    
   115,999  102,362     13.3 %   221,343
Other operating income               
         3,016    3,365                8,336
Change in inventories in

finished goods and in work in progress	           0        0                 
  0
Production for own use                             0        0             
      0
Materials and services                       -24,896  -23,503         
    -46,625
Personnel expenses                           -25,612  -22,500     
        -46,596
Depreciation                                 -17,483  -15,724 
            -32,477
Other operating expenses                     -42,603 
-37,163              -81,776
OPERATING PROFIT                              
8,421    6,837     23.2 %    22,205
% of sales                                
    7.3 %    6.7 %               10.0 %
Finance costs (net)                   
       -4,733   -5,402               -9,683
PROFIT BEFORE TAX                 
            3,688    1,435    157.0 %    12,522
% of sales                    
                3.2 %    1.4 %                5.7 %
Income taxes              
                     -923     -490               -2,914
PROFIT FOR THE PERIOD 
                        2,765	  945    192.6 %     9,608
% of sales           
                         2.4 %    0.9 %                4.3 %
		
		
BALANCE
SHEET, IFRS (EUR 1000) 30.6.2005				
				
ASSETS				
NON-CURRENT
ASSETS				
Property, plant and equipment                204,854			
Goodwill  
                                   84,141			
Other intangible assets	         
                 0			
Available-for-sale investments                    
0			
Receivables                                      594			
Deferred income
tax assets                    12,464			
TOTAL NON-CURRENT ASSETS              
      302,053			
CURRENT ASSETS				
Inventories                              
    11,315			
Trade an other receivables                    72,439			
Cash
and cash equivalents                      5,226			
TOTAL CURRENT ASSETS       
                  88,980			
TOTAL ASSETS                                
391,033			
				
EQUITY AND LIABILITIES				
EQUITY				
Share capital        
                            20			
Share issue	                                
  0			
Share premium fund                                 0			
Retained
earnings                             59,581			
TOTAL EQUITY                   
              59,601			
NON-CURRENT LIABILITIES				
Provisions               
                       186			
Deferred income tax liabilities              
15,803			
Non-current liabilities                      229,316			
CURRENT
LIABILITIES				
Current liabilities                           86,127			
TOTAL
LIABILITIES                            331,432			
TOTAL EQUITY AND LIABILITIES
                391,033			
		
		
KEY FIGURES				
                          
                   1-6/05	    1-6/04	1-12/04	
Gross investment on

non-current assets, EUR 1000	              25,856	    32,917	
63,842	
Avarage number of employees 
during the period                       
      1,059           982          999	
Equity ratio, %                       
       15.4 %			
Interest-bearing net debt, EUR 1000         
248,500			



Attachments:

Key terms of shareholders’
agreement
Descriptions of Pon Holdings B.V. and Rakennusmestarien
Säätiö




Helsinki, 19 October 2005

Rakentajain Konevuokraamo
Oyj
Board of Directors




Additional information:

Vesa Koivula, CEO
of RK
tel. +358-9-89481 or +358-40-5105710

Göran Carlson, CEO of
Cramo
tel. +46-8-6235402 or +46-708-746556


Distribution:
Helsinki Stock
Exchange
Major media



Attachment to stock exchange release:
Main terms
of shareholders' agreement

Parties
Parties to this Agreement are Pon
Holdings B.V., ABN AMRO Bank N.V., Suomi 
Mutual Life Assurance Company, and
Rakennusmestarien Säätiö.

Parties shareholding in Rakentajain Konevuokraamo
Oyj
Each party undertakes not to purchase any additional equity securities

in the Combined Company beyond a total level of 30 % of all the equity

securities in the Combined Company without prior written consent of the

other parties. 
The above does not concern the branches and or mutual funds
of ABN AMRO N.V. 

Use of voting rights
The old Cramo Holding B.V.
shareholders (Pon Holdings B.V., ABN AMRO Bank N.V.) 
jointly and severally
undertake not to use their voting rights to the extent the 
total number of
voting rights of the old Cramo Holding B.V. in the Combined 
Company exceeds
20 %.


Term and termination
Termination
This Agreement remains in force
for a period of three years, and will 
expire automatically thereafter or
earlier for a party in case the 
following criteria are not met: 
- in the
part of Pon Holdings B.V. as long as it’s individual 
ownership of equity
securities will not permanently fall to a 
level below 10% or at any one time
fall to a level below 7.5% of all 
the equity securities in the Combined
Company, 
- in the part of Suomi Mutual Life Assurance Company as long as

it’s individual ownership of equity securities will not permanently 
fall to
a level below 10% or at any one time fall to a level below 3.75% 
of all the
equity securities in the Combined Company, 
- in the part of ABN AMRO Bank
N.V. as long as it’s individual ownership 
of equity securities will not fall
permanently to a level below 5% or at 
any one time fall to a level below 2.5%
of all the equity securities in the 
Combined Company, and 
- in the part of
Rakennusmestarien Säätiö as long as it’s individual 
ownership of equity
securities will not fall permanently to a level below 
5% or at any one time
fall to a level below 2.5% of all the equity securities 
in the Combined
Company.


Breach of Agreement
If any party breaches the sections regarding
the voting rights, 
the breaching party shall on first demand of a
non-breaching party 
pay liquidated damages for an amount of fifteen million
Euro (EUR 15,000,000).





Rakennusmestarien Säätiö

The Foundation
was set up to advance, assist and support the 
development of practical,
technical and artistic expertise of 
Finnish building site managers. Founded
in 1952 the Foundation 
works to fulfill its mission by advancing education,
professional 
development and research in the areas of construction and
building, 
and by supporting organizations and individuals working to further

develop the industry through grants, scholarships and awards.


Pon
Holdings B.V.

Pon Holdings B.V. is an international trading group based in

the Netherlands.  The company focuses on automotive distribution 
and
construction and power equipment, and employs 7,500 people, 
out of which
2,700 reside outside the Netherlands.