Konecranes Oyj - Company Announcement

KONECRANES PLC’S NOMINATION AND COMPENSATION COMMITTEE'S PROPOSAL FOR COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORS

KONECRANES PLC  STOCK EXCHANGE RELEASE  February 2, 2016 at 12.15 p.m.

PROPOSAL ON BOARD COMPOSITION

Konecranes Plc’s Nomination and Compensation Committee proposes to the Annual
General Meeting of Shareholders on March 23, 2016 that the number of Board
members 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
in the first half of 2016. Konecranes Plc, which will be the parent company in
Konecranes Terex group, will upon closing of the Merger change its company name
to Konecranes Terex Plc. 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 will be
presented on the Company’s website www.konecranes.com. All candidates have
given their consent to the election. 

Of the proposed Board members Stig Gustavson is deemed to be dependent of the
company based on the Board’s overall evaluation relating to his former and
current positions in Konecranes combined with his substantial voting rights in
the company. He is independent of any significant shareholders. Of the proposed
Board members Ole Johansson is deemed to be dependent of significant
shareholders of the company based on his current position as Chairman of the
Board of Directors of Hartwall Capital Oy Ab. Bertel Langenskiöld is deemed to
be dependent of significant shareholders of the company based on his previous
position as the Managing Director of Hartwall Capital Oy Ab. While both Svante
Adde and Malin Persson have served as directors of the company for more than
ten consecutive years, they are deemed to be independent of the company since
their independence is not compromised by this or any other factor according to
the Board's overall evaluation. Christoph Vitzthum, who has served as a
director of the company for one year, is independent of both the company and
significant shareholders. 

While the fact that only half of the proposed Board members, namely Svante
Adde, Malin Persson and Christoph Vitzthum, are deemed to be independent of
both the company and significant shareholders may be a potential concern, the
Nomination and Compensation Committee considers that it would neither be
practical nor in the interest of the company and its shareholders to elect new
board members for the period until the closing of the Merger. Given that 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, a
majority of the Board members is expected to be independent after the closing
of the Merger. 

CVs of the proposed Board members are attached.


COMPENSATION OF THE BOARD OF DIRECTORS

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. 


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 2014, Group sales totaled EUR 2,011 million. The Group has 12,000
employees at 600 locations in 48 countries. Konecranes is listed on Nasdaq
Helsinki (symbol: KCR1V). 



DISTRIBUTION
NASDAQ Helsinki
Media
www.konecranes.com


ATTACHMENT

ADDITIONAL INFORMATION RELATING TO THE PROPOSAL BY THE NOMINATION AND
COMPENSATION COMMITTEE FOR COMPOSITION OF THE BOARD OF DIRECTORS 

Stig Gustavson
b. 1945
Chairman of the Board since 2005
Board Member since 1994 and Member of the Nomination and Compensation Committee
since 2006 
M.Sc. (Eng.), Dr.Tech. (hon.)

Principal occupation: Board professional

Primary working experience: KCI Konecranes Plc 1994 – 2005: President and CEO;
KONE Cranes division 1988 – 1994: President; KONE Corporation 1982 – 1988:
holder of various executive positions. Prior to 1982: holder of various
executive positions in major Finnish corporations 

Current key positions of trust: Ahlström Capital Oy: Vice Chairman of the
Board; Oy Mercantile Ab: Board Member; IK Investment Partners: Board Member in
the following Funds: IK 2004, IK 2007 and IK VII Limited; Outokumpu Plc: Board
Member; Suomi Gas Distribution Oy: Chairman of the Board; Mutual Pension
Insurance Company Varma: Member of the Supervisory Board 

Shares: 8,235

* Konecranes Plc has on December 28, 2011 received information according to
which the Chairman of the company’s Board of Directors, Mr Stig Gustavson has
donated all of the shares he at that time owned in Konecranes Plc to his near
relatives retaining himself for life the voting rights and right to dividend
attached to the donated shares. The donation encompassed in total 2,069,778
shares which corresponds to approximately 3.27 percent of all of the company’s
shares and voting rights. 


Svante Adde
b. 1956
Board Member since 2004
Member of the Audit Committee since 2004 and Chairman of the Audit Committee
since 2008 
B.Sc. (Econ. and Business Administration)

Principal occupation: Senior Adviser, Lincoln International, board professional

Primary working experience: Pöyry Capital Limited, London 2007 – 2013: Managing
Director; Compass Advisers, London 2005 – 2007: Managing Director; Ahlstrom
Corporation 2003 – 2005: Chief Financial Officer; Lazard London and Stockholm
2000 – 2003: Managing Director; Lazard London 1989 – 2000: Director; Citibank
1979 – 1989: Director 

Current key positions of trust: Cambium Global Timberlands Ltd: Board Member;
Lantmännen Agroenergi AB: Chairman of the Board; 
Meetoo AB: Chairman of the Board; Rörvik Timber AB: Chairman of the Board;

Shares: 7,682

Ole Johansson
b. 1951
Vice Chairman of the Board and Member of the Audit Committee since March 26,
2015 
B.Sc. (Econ.)

Principal occupation: board professional

Primary working experience: Wärtsilä Corporation 2000 - 2011: President & CEO;
Wärtsilä NSD Oy 1998 – 2000: President & CEO; Wärtsilä Corporation 1975 - 1998:
Vice President, Wartsilä Diesel Inc. and Wärtsilä Diesel Group; various
positions in Finland, USA, France and Switzerland 

Current key positions of trust: Aker Arctic Technology Inc., Chairman of the
Board; Hartwall Capital Oy Ab: Chairman of the Board; Svenska Handelsbanken AB:
Board Member 

Shares: 11,151


Bertel Langenskiöld
b. 1950
Board Member since 2012 and Chairman of the Nomination and Compensation
Committee since 2012 
M.Sc. (Eng.)

Principal occupation: Board professional

Primary working experience: Hartwall Capital Oy Ab 2011 – 2015: Managing
Director; Metso Paper and Fiber Technology 2009 - 2011: President; Metso Paper
2007 - 2008: President; Metso Paper, Fiber Business Line 2006 - 2007:
President; Metso Minerals 2003 - 2006: President; Fiskars Corporation 2001 -
2003: President and CEO; Tampella Power/Kvaerner Pulping, Power Division 1994 -
2000: President 

Current key positions of trust: Kährs Holding AB: Board Member

Shares: 3,293


Malin Persson
b. 1968
Board Member since 2005 and Member of the Audit Committee since 2012
Member of the Nomination and Compensation Committee 2005 - 2011
M.Sc. (Eng.)

Principal occupation: CEO and owner, Accuracy AB

Primary working experience: Chalmers University of Technology Foundation:
President and CEO; Volvo Group: Holder of various executive positions
including: Volvo Technology Corporation: President and CEO; AB Volvo: Vice
President, Corporate Strategy and Business Development; Volvo Transport
Corporation: Vice President, Business & Logistics Development 

Current key positions of trust: Ahlström Capital Oy: Board Member;  Becker
Industrial Coatings AB: Board Member; Getinge AB: Board Member; Hexatronic
Scandinavia AB: Board Member; Hexpol AB: Board Member; Kongsberg Automotive
Holding AB: Board Member; Magnora AB: Board Member; Mekonomen Group AB: Board
Member;  Mobile Climate Control Group Holding AB: Board Member; Presscise AB:
Board Member; Ricardo Plc: Board Member; RO-Gruppen AB: Chairman of the Board 

Shares: 7,552


Christoph Vitzthum
b. 1969
Member of the Board and Member of the Nomination and Compensation Committee
since March 26, 2015 

M.Sc. (Econ.)

Principal occupation: President and CEO, Fazer Group

Primary working experience: Wärtsilä Corporation 2009 – 2013:  President
Services, Executive Vice President; Wärtsilä Corporation 2006-2009: President
Power Plants, Executive Vice President; Wärtsilä Propulsion 2002-2006:
President; Wärtsilä Corporation 1999-2002: Vice President, Finance & Control,
Marine Division; Wärtsilä Corporation 1997-1999: Business Controller, Power
Plants Division; Metra Finance Oy 1995-1997: Dealer 

Current key positions of trust: NCC AB: Board Member; Oras Invest Oy: Board
Member; East Office of Finnish Industries: Board Member; EVA (Elinkeinoelämän
valtuuskunta): Delegation Member; Finnish Food and Drink Industries’
Federation: Board Member; Finnish-Swedish Chamber of Commerce: Board Member;
Varma Mutual Pension Insurance Company: Member of the Supervisory Board 

Shares: 722


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.