Konecranes Oyj - Company Announcement

KONECRANES BOARD OF DIRECTORS CONVENES ANNUAL GENERAL MEETING 2016

KONECRANES PLC  STOCK EXCHANGE RELEASE  February 3, 2016 at 09.15 a.m.

Konecranes Board of Directors has resolved to convene the Annual General
Meeting to be held on March 23, 2016. The Board and its Committees will submit
the below proposals to the Annual General Meeting: 

- Proposal to pay a dividend of EUR 1.05 per share (EUR 1.05 for 2014)
- Proposals on the Board composition and remuneration
- Proposal on the election of auditor and auditor’s fee
- Proposal to authorize the Board to decide on the repurchase and/or on the
acceptance as pledge of the Company’s own shares 
- Proposal to authorize the Board to decide on the issuance of shares as well
as on the issuance of special rights entitling to shares 
- Proposal to authorize the Board to decide on the transfer the Company’s own
shares 
- Proposal to authorize the Board to decide on directed share issue without
payment for an employee share savings plan 

Proposal to pay a dividend

The Board of Directors proposes to the General Meeting that a dividend of EUR
1.05 per share be paid from the distributable assets of the parent Company.
Dividend will be paid to shareholders who on the record date of the dividend
payment 29 March 2016 are registered as shareholders in the Company’s
shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall
be paid on 6 April 2016. 

Proposals on the Board composition and remuneration

The Nomination and Compensation Committee of the Board of Directors proposes to
the General Meeting that the number of Board members shall be six (6). 

The respective Boards of Directors of Konecranes Plc and Terex Corporation have
in August 2015 approved a definitive agreement to combine their businesses in a
merger of equals (the "Merger"). The Merger is subject to approval by both
Terex and Konecranes shareholders, regulatory approvals and other closing
conditions as further described in Konecranes' release of 11 August 2015.
Konecranes expects to convene an Extraordinary General Meeting of shareholders
to approve the Merger and elect a Board of Directors for the combined company
Konecranes Terex Plc in the first half of 2016. Upon closing of the Merger, the
combined company is planned to have a Board comprising nine members, of which
five directors will be nominated by Terex and four directors by Konecranes. 

The Nomination and Compensation Committee of the Board of Directors proposes
that the current Board members Mr. Svante Adde, Mr. Stig Gustavson, Mr. Ole
Johansson, Mr. Bertel Langenskiöld, Ms. Malin Persson and Mr. Christoph
Vitzthum be re-elected for a term of office ending at the earlier of (i) the
closing of the Merger or (ii) the closing of the Annual General Meeting in
2017. All candidates and the evaluation regarding their independence has been
presented on the Company’s website www.konecranes.com. All candidates have
given their consent to the election. 

The Nomination and Compensation Committee of the Board of Directors proposes to
the Annual General Meeting that the annual remuneration payable to the members
of the Board to be elected at the Annual General Meeting for the term until the
closing of the Annual General Meeting in 2017 be unchanged from 2015 as
follows: Chairman of the Board EUR 105,000, Vice Chairman of the Board EUR
67,000, and other Board members EUR 42,000. In case the term of office of a
Board member ends before the closing of the Annual General Meeting in 2017, he
or she is entitled to the prorated amount of the annual remuneration calculated
on the basis of his or her actual term in office. 

The Committee furthermore proposes that 50 per cent of the annual remuneration
be paid in Konecranes shares. The remuneration shares may be purchased on the
market on behalf of the Board members at a price determined in public trading
at the time of acquiring the shares or transferred in a corresponding number of
treasury shares. The purchase of shares or transfer of treasury shares shall be
carried out in four equal instalments, each instalment being purchased or
transferred within the two week period following each of the Company's interim
report announcements and the Company's financial statements bulletin for 2016. 

In case the shares due in any such instalment cannot be purchased or
transferred within the time period indicated above due to legal or other
regulatory restrictions or due to reasons related to a Board member, the amount
of annual remuneration due for payment in such instalment shall be paid fully
in cash. 

In addition, the Chairman of the Board, the Vice Chairman of the Board, and
other Board members are entitled to a compensation of EUR 1,500 per attended
Board committee meeting. The Chairman of the Audit Committee of the Board of
Directors is, however, entitled to a compensation of EUR 3,000 per attended
Audit Committee meeting. Such compensation will be paid in connection with each
instalment of the annual remuneration to the extent accrued. Any compensation
accruing after the payment of the last instalment of the annual remuneration
will be paid, without undue delay, after the end of the term of office of the
Board member. No remuneration will be paid to Board members employed by the
Company. Travel expenses will be compensated against receipt. 

Proposal on the election of auditor and auditor’s fee

The Audit Committee of the Board of Directors proposes to the General Meeting
that Ernst & Young Oy continues as the Company’s auditor. 

The Audit Committee of the Board of Directors proposes to the General Meeting
that the remuneration for the auditor be paid according to an invoice approved
by the company. 

Proposal to authorize the Board to decide on the repurchase and/or on the
acceptance as pledge of the Company’s own shares 

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized 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 based on
this authorization shall not exceed 6,000,000 shares in total, which
corresponds to approximately 9.5 per cent 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 per cent 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 and/or accepted as pledge 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 for financing or
realization of possible acquisitions, investments or other arrangements
belonging to the Company’s business, to pay remuneration to Board members, to
be used in incentive arrangements 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, however no longer than until September 22, 2017. 

Proposal to authorize the Board to decide on the issuance of shares as well as
the issuance of special rights entitling to shares 

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the issuance of shares as well as the
issuance of special rights entitling to shares referred to in chapter 10
section 1 of the Finnish Companies Act as follows. 

The amount of shares to be issued based on this authorization shall not exceed
6,000,000 shares, which corresponds to approximately 9.5 per cent of all of the
shares in the Company. 

The Board of Directors decides on all the conditions of the issuance of shares
and of special rights entitling to shares. The issuance of shares and of
special rights entitling to shares may be carried out in deviation from the
shareholders’ pre-emptive rights (directed issue). The authorization can also
be used for incentive arrangements, however, not more than 700,000 shares in
total together with the authorization in following item. 

The authorization is effective until the end of the next Annual General
Meeting, however no longer than until September 22, 2017. However, the
authorization for incentive arrangements is valid until March 22, 2021. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2015. 

Proposal to authorize the Board to decide on the transfer the Company’s own
shares 

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the transfer of the Company’s own shares
as follows. 

The authorization is limited to a maximum of 6,000,000 shares, which
corresponds to approximately 9.5 per cent of all the shares in the Company. 

The Board of Directors decides on all the conditions of the transfer of own
shares. The transfer of shares may be carried out in deviation from the
shareholders’ pre-emptive rights (directed issue). The Board of Directors can
also use this authorization to grant special rights concerning the Company’s
own shares, referred to in Chapter 10 of the Companies Act. The authorization
can also be used for incentive arrangements, however, not more than 700,000
shares in total together with the authorization in the previous item. 

This authorization is effective until the next Annual General Meeting of
Shareholders, however no longer than until September 22, 2017. However, the
authorization for incentive arrangements is valid until March 22, 2021. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2015. 

Proposal to authorize the Board of Directors to decide on directed share issue
without payment for an employee share savings plan 

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on a directed share issue without payment
needed for the continuation of the Share Savings Plan that the Annual General
Meeting 2012 decided to launch. 

The Board of Directors proposes that the General Meeting authorize the Board to
decide on the issue of new shares or on the transfer of own shares held by the
Company to such participants of the Plan who, according to the terms and
conditions of the Plan, are entitled to receive free shares, as well as to
decide on the share issue without payment also to the Company itself. The Board
of Directors proposes that the proposed authorization includes a right, within
the scope of this Plan, to transfer own shares currently held by the Company,
which have earlier been limited to other purposes than incentive plans. The
number of new shares to be issued or own shares held by the Company to be
transferred may in the aggregate amount to a maximum total of 500,000 shares,
which corresponds to 0.8 per cent of all of the Company’s shares. 

The Board of Directors considers that there is an especially weighty financial
reason for the directed share issue without payment, both for the Company and
in regard to the interests of all shareholders, since the Plan is intended to
form part of the incentive and commitment program for the Group personnel. 

The Board of Directors is entitled to decide on other matters concerning the
share issue. The authorization concerning the share issue is valid until March
22, 2021. This authorization is in addition to the authorizations in the two
previous items. This authorization replaces the authorization for the Share
Savings Plan given by the Annual General Meeting 2015. 


The actual notice to the Annual General Meeting is intended to be published on
Wednesday, February 17, 2016. 

KONECRANES PLC

Miikka Kinnunen
Director, Investor Relations

FURTHER INFORMATION
Miikka Kinnunen, Director, Investor Relations, tel. +358 (0)20 427 2050


Konecranes is a world-leading group of Lifting Businesses™, serving a broad
range of customers, including manufacturing and process industries, shipyards,
ports and terminals. Konecranes provides productivity-enhancing lifting
solutions as well as services for lifting equipment and machine tools of all
makes. In 2015, Group sales totaled EUR 2,126 million. The Group has 11,900
employees at 600 locations in 48 countries. Konecranes is listed on the Nasdaq
Helsinki (symbol: KCR1V). 


DISTRIBUTION
NASDAQ Helsinki
Media
www.konecranes.com

Forward Looking Statements

This document contains forward-looking statements regarding future events,
including statements regarding Terex or Konecranes, the transaction described
in this document and the expected benefits of such transaction and future
financial performance of the combined businesses of Terex and Konecranes based
on each of their current expectations. These statements involve risks and
uncertainties that may cause results to differ materially from those set forth
in the statements. When included in this document, the words “may”, “expects”,
“intends”, “anticipates”, “plans”, “projects”, “estimates” and the negatives
thereof and analogous or similar expressions are intended to identify
forward-looking statements. However, the absence of these words does not mean
that the statement is not forward-looking. Terex and Konecranes have based
these forward-looking statements on current expectations and projections about
future events. These statements are not guarantees of future performance. 

Because forward-looking statements involve risks and uncertainties, actual
results could differ materially. Such risks and uncertainties, many of which
are beyond the control of Konecranes, include, among others: the ability of
Terex and Konecranes to obtain shareholder approval for the transaction, the
ability of Terex and Konecranes to obtain regulatory approval for the
transaction, the possibility that the length of time required to complete the
transaction will be longer than anticipated, the achievement of the expected
benefits of the transaction, risks associated with the integration of the
businesses of Terex and Konecranes, the possibility that the businesses of
Terex and Konecranes may suffer as a result of uncertainty surrounding the
proposed transaction, and other factors, risks and uncertainties that are more
specifically set forth in Terex’ public filings with the SEC and Konecranes’
annual and interim reports. Konecranes disclaims any obligation to update the
forward-looking statements contained herein. 

IMPORTANT ADDITIONAL INFORMATION

This document relates to the proposed merger of Terex and Konecranes through
which all of Terex’ common stock will be exchanged for Konecranes ordinary
shares (or American depositary shares, if required). This document is for
informational purposes only and does not constitute an offer to purchase or
exchange, or a solicitation of an offer to sell or exchange, all of common
stock of Terex, nor is it a substitute for  the Preliminary Prospectus included
in the Registration Statement on Form F-4 (the “Registration Statement”) to be
filed by Konecranes with the SEC, the Prospectus/Proxy to be filed by Terex
with the SEC, the listing prospectus of Konecranes to be filed by Konecranes
with the Finnish Financial Supervisory Authority (and as amended and
supplemented from time to time, the “Merger Documents”). No offering of
securities shall be made in the United States except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of 1933. 

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE MERGER DOCUMENTS AND ALL
OTHER RELEVANT DOCUMENTS THAT KONECRANES OR TEREX HAS FILED OR MAY FILE WITH
THE SEC, NASDAQ HELSINKI, OR FINNISH FINANCIAL SUPERVISORY AUTHORITY WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE PROPOSED MERGER. 

The information contained in this document must not be published, released or
distributed, directly or indirectly, in any jurisdiction where the publication,
release or distribution of such information is restricted by laws or
regulations. Therefore, persons in such jurisdictions into which these
materials are published, released or distributed must inform themselves about
and comply with such laws or regulations. Konecranes and Terex do not accept
any responsibility for any violation by any person of any such restrictions.
The Merger Documents and other documents referred to above, if filed or
furnished by Konecranes or Terex with the SEC, as applicable, will be available
free of charge at the SEC’s website (www.sec.gov) or by writing to Anna-Mari
Kautto, Investor Relations Assistant, Konecranes Plc, P.O. Box 661, FI-05801
Hyvinkää, Finland or Elizabeth Gaal, Investor Relations Associate, Terex, 200
Nyala Farm Road, Westport, CT 06880, USA. 

Konecranes and Terex and their respective directors, executive officers and
employees and other persons may be deemed to be participants in the
solicitation of proxies in respect of the transaction. Information regarding
Konecranes' directors and executive officers is available in Konecranes’ annual
report for fiscal year 2014 at www.konecranes.com. Information about Terex'
directors and executive officers and their ownership of Terex ordinary shares
is available in its Schedule 14A filed with the SEC on April 1, 2015. Other
information regarding the interests of such individuals as well as information
regarding Konecranes’ and Terex' directors and officers will be available in
the proxy statement/prospectus when it becomes available. These documents can
be obtained free of charge from the sources indicated above.