Konecranes Oyj - Company Announcement

Konecranes acquires Terex’s Material Handling & Port Solutions business to create a focused global leader in Industrial Lifting & Port Solutions

KONECRANES PLC  STOCK EXCHANGE RELEASE  MAY 16, 2016, at 9:00 EET


  -- Acquisition against cash & shares, valuing the acquisition at
     EUR 1,126 million
  -- Terex to become a 25% class B shareholder in Konecranes. Class B shares to
     have restricted voting rights and certain nomination rights
  -- Synergies of EUR 140 million p.a. targeted at EBIT level, to be implemented
     within 3 years
  -- The agreed purchase price represents a multiple of 10.5x enterprise value /
     2015 adjusted EBITDA used for valuation purposes, and of 5.3x including
     run-rate synergies
  -- Konecranes and Terex to terminate previously announced business combination

Konecranes, a world-leading group of Lifting Businesses™, on May 16, 2016,
signed an agreement (the "Stock and Asset Purchase Agreement") to acquire from
Terex Corporation (“Terex”) its Material Handling & Port Solutions
("MHPS") segment (the "Acquisition") against consideration consisting of cash
and shares and to terminate the previously announced business combination
agreement. The acquisition of MHPS will improve Konecranes’ position as a
focused global leader in the Industrial Lifting & Port Solutions
market. Konecranes will achieve substantial growth opportunities in the service
business as well as critical scale for further technological development.
Konecranes’ recent investments in business infrastructure and global footprint
optimization will provide significant earnings leverage. Based on 2015
financials, Konecranes and MHPS had aggregated sales of EUR 3,517 million,
adjusted EBITDA of EUR 267 million (excluding synergies) and a total workforce
of approximately 19,000. (For basis of preparation see Appendix 2: Preliminary
unaudited combined financial information.) 

The Stock and Asset Purchase Agreement may be terminated by Terex prior to May
31, 2016, if it enters into, or reasonably believes that it will promptly enter
into a legally binding merger agreement with Zoomlion Heavy Industries Science
& Technology Co., Ltd., in which case, it will compensate
Konecranes with a termination fee of USD 37 million. 

Transaction terms

The Acquisition, valued at EUR 1,126 million enterprise value based on
Konecranes closing price of EUR 20.60 as of May 13, 2016 on a cash and debt
free basis, will bring together a range of leading brands and offer significant
industrial and operational synergies targeted at EUR 140 million p.a. at EBIT
level within three years from closing. Terex will receive USD 820 million (EUR
723 million) in cash and 19.6 million newly issued Konecranes class B shares,
making Terex a 25% shareholder (calculated from shares outstanding on April 30,
2016). The class B Shares to be issued to Terex will be created through an
amendment to Konecranes' Articles of Association and will have the same
financial rights as Konecranes ordinary shares but are subject to voting and
transfer restrictions as well as differing Board nomination rights described in
more detail below and in Appendix 1. The purchase price is subject to post
completion adjustments based upon the level of net working capital and cash and
debt in the acquired business at the closing date. In addition, the number of
shares to be issued may be adjusted depending on the performance of the MHPS
business in 2016. Also, certain purchase price adjustments may occur based on
possible outcomes related to antitrust rulings. (A summary of the transaction
terms is included in Appendix 1.) 

The agreed purchase price represents a multiple of 10.5x enterprise value /
2015 adjusted EBITDA used for valuation purposes, and of 5.3x including
run-rate synergies (enterprise value adjusted for EUR 190 million expected
implementation costs and capex). With the transaction, Konecranes assumes
certain unfunded pension liabilities. (See Appendix 3: 2015 adjusted EBITDA
used for valuation purposes and Appendix 1: Summary of the transaction terms.) 

As part of the transaction, Konecranes’ articles of association will be amended
to create the new class of B shares and Terex and Konecranes will enter into a
shareholder’s agreement ("SHA"). Pursuant to the SHA and changed articles of
association, Terex will be entitled to nominate up to two members to the Board
of Directors of Konecranes as long as Terex’s or its group companies'
shareholding in Konecranes exceeds certain agreed thresholds. Terex's initial
Board nominees will be David Sachs and Oren Shaffer as of closing of the
Acquisition. Terex will also be subject to certain standstill obligations for a
four-year period, as well as more limited standstill obligations following the
initial four-year period, and a non-compete obligation with respect to the MHPS
business for a two-year period. 

The Acquisition is subject to regulatory approvals and other closing
conditions, including shareholder approval at a Konecranes Extraordinary
General Meeting of shareholders, and is expected to close in early of 2017. If
the Konecranes shareholder approval is not obtained, Konecranes will be
required to compensate Terex's transaction expenses up to USD 20 million. 

As a result of entering into the Stock and Asset Purchase Agreement, the
companies terminate the Business Combination Agreement and Plan of Merger
announced on August 11, 2015, with no penalties incurred by either party. 

Konecranes has agreed to seek listing of American Depositary Shares
representing its ordinary shares, on the New York Stock Exchange after the
completion of the Acquisition. 

Overview of Terex MHPS

Terex MHPS is a leading supplier of industrial cranes, crane components and
services under the Demag brand, as well as port technology with a broad range
of manual, semi-automated and automated solutions under several brands such as
Gottwald. Customers use these products for lifting and material handling in
manufacturing and at port and rail facilities. Terex MHPS has manufacturing
operations in 16 countries on five continents and operates a sales and service
network in more than 60 countries. It has a 50% interest in a Singapore-based
joint venture that manufactures industrial cranes in eight locations around the
world. Terex MHPS is one of the five segments of Terex Corporation. 

According to unaudited special purpose carve-out financial information, sales
of Terex MHPS (including Crane America Services) were USD 1,542 million (EUR
1,391 million) and the adjusted EBITDA was USD 111 million (EUR 100 million) in
2015. In 2015, Terex MHPS generated 31% of its sales from maintenance services
and spare parts. It employs approximately 7,200 people of which approximately
1,700 are in aftermarket operations. (For further financial information, see
Preliminary unaudited combined financial information, included in Appendix 2.) 


Industrial Rationale

With the Acquisition, Konecranes will:

  -- Add critical mass and scope to its global service organization 
     -- Enlarged combined installed base provides broader opportunities to offer
        service capabilities
     -- Major earnings potential from digitalization of services
     -- Combination of strong service networks and concepts creates critical
        mass to unlock the significant in-house service market
  -- Reach scale benefits and synergies in industrial lifting 
     -- Optimization of manufacturing footprint enables necessary production
        cost savings
     -- Scale benefits in sourcing
     -- New manufacturing platform positions Konecranes for future market growth
  -- Combine complementary Port segment technological and marketing capabilities
     into complete product offering to better compete in global markets
     -- Ability to offer comprehensive port solutions to global customers 
     -- Highly complementary range of products
     -- Enhances further strategic customer dialogue
  -- Create a truly global footprint through the combination of complementary
     geographic presence
     -- Konecranes' presence in Northern Europe, North America and China vs.
        Terex MHPS' presence in Germany, Southern Europe, South America and
        Southeast Asia improve ability to serve global customers
     -- Critical mass in emerging markets
  -- Create critical mass for future technology development
     -- Industry-leading resources for continued technology development,
        including automation, software and digitalization
     -- Technology leadership of increasingly critical importance 
     -- Significant scale benefits enhance R&D
        efficiency
     -- Combination benefits from technology development heritage of both
        businesses
  -- Leverage  IT infrastructure 
     -- Significant investments already made in IT infrastructure enable
        seamless integration
     -- Continuous development and high scalability support future growth



Christoph Vitzthum, Chairman of the Board of Konecranes, said: “For Konecranes,
this Acquisition is a milestone in building our future. The Acquisition makes
it possible for us to realize a long list of synergies and we expect it to
create substantial value for our customers and shareholders.” 

Panu Routila, President and CEO of Konecranes, commented: “This Acquisition
will prove crucial to improving our position as a global partner in services,
industrial lifting and port solutions, and at the same time create significant
value for our owners. The combination of our businesses brings together a
family of leading brands that will provide an excellent platform for further
sustained growth, opens new growth opportunities in the service business and
creates critical mass for future technology development. Furthermore, the
Acquisition allows us to combine the outstanding talent and best practices that
each of Konecranes and MHPS have to offer. We already have extensive experience
in maintaining Terex MHPS equipment, and are convinced that the complementary
range of equipment and differences in geographical footprint will make
Konecranes and MHPS an ideal match.” 

Synergies

Konecranes is prepared to deliver expected synergies on an accelerated timeline
based on its in-depth review of the synergy opportunity and the extensive
integration planning work carried out jointly with Terex over recent months. Of
the total of EUR 140 million p.a. synergies targeted within three years, EUR 35
million is expected to be captured within 12 months from closing of the
Acquisition. Overall, synergies will come from procurement, including supply
chain optimization, insourcing/outsourcing and freight and logistics
efficiency. Another significant contribution to synergies will be made from
operations, including manufacturing footprint and capacity utilization. A third
source of synergies will be SG&A, including broader SG&A efficiencies, IT
system consolidation and engineering and R&D optimization. One-time
implementation expenses are expected to be EUR 130 million, with EUR 60 million
of capex expected. 

In addition, dynamic synergies related to new opportunities in global service
operations are expected to lead to significant earnings growth. 

Financing

Konecranes is well-equipped financially to successfully consummate this
transaction and to deliver its benefits. Upon completion of the Acquisition,
Konecranes will have a sustainable capital structure with expected leverage of
3.5x net financial debt/EBITDA (aggregated adjusted EBITDA). The company
targets to reduce its leverage to less than 2.0x within three years after
completion of the Acquisition. Nordea and SEB have arranged committed financing
for the cash consideration, replacement of existing facilities and net working
capital of the combined entity. The transaction is expected to be EPS accretive
from inception (adjusted for non-recurring integration costs and purchase price
allocation related amortization). 

Konecranes’ financial guidance for 2016 published in the January-March 2016
interim report on April 27, 2016, does not incorporate the impact of the now
disclosed acquisition on the company’s sales or adjusted operating profit for
2016. Potential implications on Konecranes’ financial guidance for 2016 will be
announced later when a reasoned estimate can be made. 

Analyst and press conference:

Konecrances’ President and CEO, Panu Routila, will host a press conference to
discuss the transaction today at 11:00 am EET at Finlandia Hall’s Terassisali
(main building, 1st floor, door M4 or K4), Mannerheimintie 13 E, 00100
Helsinki. The press conference will be streamed live at
http://goodmood.fi/webcaster/accounts/konecranes/live/. 

The conference can also be joined by telephone. Please dial in 5 to 10 minutes
before the beginning of the event: 

Finland: +358(0)9 2310 1619

US: +1646 254 3387

UK: +44(0)20 3427 1921

Germany: +49(0)69 2222 10632

France: +33(0)1 76 77 22 41

Event title: Press Conference

Conference id: 4978993

The presentation slides will be available at www.konecranes.com/investors

Further information:

Mr. Christoph Vitzthum, Chairman of the Board
Dr. Stig Gustavson, Vice Chairman of the Board
Mr. Panu Routila, President and CEO

Call-back requests, tel. +358 40 198 9978


Advisors

Nordea, Perella Weinberg Partners and SEB are serving as financial advisors to
Konecranes. Nordea and SEB are providing debt financing to Konecranes. Skadden,
Arps, Slate, Meagher & Flom LLP and Roschier, Attorneys Ltd. are providing
legal counsel to Konecranes. 

About Konecranes

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 11,600
employees at 600 locations in 48 countries. Konecranes is listed on Nasdaq
Helsinki (symbol: KCR1V). 

FORWARD LOOKING STATEMENTS

This stock exchange release contains forward-looking statements regarding
future events, including statements regarding Konecranes, Terex or MHPS, the
Acquisition described in this stock exchange release and the expected benefits
of such transaction and future financial performance of the combined businesses
of Konecranes and MHPS based on 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”, “wants”, “will”, “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: Konecranes’
ability to obtain shareholder approval for the Acquisition and the required
amendments to the Konecranes’ articles of association; the ability of
Konecranes to obtain regulatory approval for the Acquisition; Konecranes’
ability to issue class B shares and list American Depositary Shares on the New
York Stock Exchange; the total consideration to be paid by Konecranes to Terex
in connection with the Acquisition; the possibility that the length of time
required to complete the Acquisition will be longer than anticipated; the
ability of Konecranes and Terex to enter into other agreements in connection
with the Acquisition, including the SHA; the achievement of the expected
synergies and  benefits of the Acquisition; risks associated with the
integration of the MHPS business into Konecranes; the ability of Konecranes and
Terex to terminate the Stock and Asset Purchase Agreement under certain
circumstances; the possibility that Konecranes’ businesses may suffer as a
result of uncertainty surrounding the Acquisition; Konecranes’ ability to
obtain financing for the Acquisition; Konecranes’ financial position after the
Acquisition; and other factors, risks and uncertainties that are more
specifically set forth in Konecranes’ annual and interim reports. Konecranes
disclaims any obligation to update the forward-looking statements contained
herein. 

APPENDIX 1: SUMMARY OF THE TRANSACTION TERMS

Konecranes will purchase from Terex the MHPS business in accordance with the
terms and conditions of the Stock and Asset Purchase Agreement on a cash and
debt free basis in exchange for USD 820 million (EUR 723 million) in cash and
19.6 million newly issued class B shares of Konecranes. With the transaction,
Konecranes assumes approximately EUR 202 million of unfunded pension
liabilities. 

Konecranes and Terex have agreed that the purchase price will be adjusted based
on the actual 2016 MHPS adjusted EBITDA. If the 2016 adjusted EBITDA is within
the range of +/- USD 20 million from the 2015 adjusted EBITDA, no adjustments
will be made to the purchase price. If the 2016 adjusted EBITDA is more than
USD 20 million below the 2015 adjusted EBITDA and Konecranes 2016 adjusted EBIT
is equal or higher than certain level, the purchase price will be reduced with
10x the shortfall exceeding USD 20 million. If the 2016 adj. EBITDA is more
than USD 20 million above the 2015 adjusted EBITDA, the purchase price will be
increased with 10x the excess exceeding USD 20 million. The purchase price
adjustment will be effected by adjusting the number of Konecranes shares issued
to Terex and only to the extent that Terex’ ownership in Konecranes remains
between 20.5% and 29.5%. 

Konecranes and Terex have agreed that if for antitrust reasons Konecranes is
required to dispose any assets, the purchase price will be adjusted with 7x
EBITDA generated by the disposed assets in excess of EBITDA of USD 20 million.
The parties will share any divestiture proceeds as follows: Terex receives up
to 7x EBITDA in excess of USD 20 million and Konecranes retains all proceeds
above the threshold of 7x. Both parties may terminate the Stock and Asset
Purchase Agreement if the EBITDA generated by the disposed assets exceeds
certain levels. 

The completion of the Acquisition is subject to, inter alia, approval and
authorization by Konecranes shareholders, receipt of regulatory approvals in
the relevant jurisdictions, entry into certain other agreements between
Konecranes and Terex the key terms of which have been agreed in connection with
the Stock and Asset Purchase Agreement, and to other customary conditions. 

The Stock and Asset Purchase Agreement contains certain customary
representations and warranties both by Terex and by Konecranes concerning their
respective organizations and businesses. The Stock and Asset Purchase Agreement
also includes undertakings by Konecranes and Terex that are typical in similar
transactions and include e.g. undertakings by both Konecranes and Terex to
conduct their businesses in the ordinary course before the completion of the
Acquisition and to cooperate in making the necessary regulatory filings. Terex
has granted to Konecranes and Konecranes has granted to Terex an indemnity for
certain qualified breaches of the representations, warranties and undertakings
described above. 

The Board of Directors of Konecranes has undertaken to issue, and not to
withdraw or modify, a recommendation to Konecranes' shareholders to approve and
authorize the amendment of the Articles of Association in order to create the
new class of B shares, and to authorize the Board of Directors to issue the
share consideration to Terex. If the Konecranes shareholders do not approve the
amendment of Konecranes' Articles of Association and authorize the issuance of
B shares described above Konecranes may be required to pay Terex's transaction
expenses up to USD 20 million. 

The Stock and Asset Purchase Agreement may be terminated under certain
circumstances. Terex may terminate the Stock and Asset Purchase Agreement prior
to May 31, 2016, if Terex enters into, or reasonably believes that it will
promptly enter into a legally binding merger agreement with Zoomlion Heavy
Industries Science & Technology Co., Ltd., in which case, Terex would be
required to pay to Konecranes a termination fee of USD 37 million. Other
circumstances for termination include, for example, a material breach by either
party of the terms and conditions of the Stock and Asset Purchase Agreement,
non-receipt of regulatory approvals or Konecranes shareholder approval, and
antitrust remedies in excess of certain levels. 

Articles of Association and B shares

The Articles of Association of Konecranes are proposed to be amended to create
a new class of B shares to be issued to Terex. As long as Terex owns class B
shares, any further amendment of the Articles of Association relating to class
B shares will require the consent of Terex. The class B shares will not be
listed on any regulated market and will be subject to a consent clause limiting
their transferability. The new Articles of Association and the SHA between
Terex and Konecranes will set out the circumstances under which B shares may be
converted into Konecranes ordinary shares and/or transferred. Konecranes will
also have the right under the SHA to cause Terex to distribute or otherwise
transfer all Konecranes shares held by Terex to Terex's shareholders in case of
a change of control in Terex. 

Under the new Articles of Association, Terex will be entitled to nominate up to
two members to the Board of Directors of Konecranes until such time as Terex’s
or its group companies' shareholding in Konecranes has reduced below certain
agreed thresholds. Terex will also have the right under certain circumstances
to restore its proportionate ownership in Konecranes if it falls below any of
the thresholds affecting its appointment rights and defer the applicable Board
member's resignation from the Board. The appointment right will cease upon the
occurrence of a change of control in Terex. 

Class B shares will have the same financial rights as Konecranes ordinary
shares but will carry no voting rights in certain matters and circumstances,
which principally include the election of and other matters relating to the
appointment of Board members other than those appointed by Terex under its
specific appointment rights, as well as share issuances pursuant to preemptive
subscription rights of shareholders. 

As long as Konecranes has any outstanding class B shares, if Terex acquires or
otherwise comes to own Konecranes ordinary shares (other than in connection
with a permitted conversion and transfer of B shares), any such Konecranes
ordinary shares held by Terex will be converted into B shares. All conversions
of class B shares into ordinary shares and vice versa will be made on a
one-to-one conversion ratio. 

APPENDIX 2: PRELIMINARY UNAUDITED COMBINED FINANCIAL INFORMATION

Basis for preparation

The combined financial information is for illustrative purposes only. The
combined financial information gives an indication of the combined company's
sales and earnings assuming the activities were included in the same company
from the beginning of the last financial year. The combined financial
information is based on a hypothetical situation and should not be viewed as
pro forma financial information as purchase price allocation, transaction costs
and differences in accounting principles have not been taken into account. 

The unaudited combined financial information presented below is based on
Konecranes Group’s financial statements for the financial year 2015 (adjusted
for restructuring costs, transaction costs related to the proposed merger with
Terex and unwarranted payments due to identity theft and fraudulent actions)
according to IFRS and Terex MHPS segment and Crane America Services (MHPS)
unaudited special purpose carve-out financial information for the financial
year 2015 (adjusted for non-recurring items such as restructuring costs and
impairments of goodwill and trademarks) according to USGAAP. The corporation
allocations of Terex Group, internal financial expenses as well as taxes have
been adjusted in MHPS income statement to illustrate the situation as the Group
had been combined at the beginning of 2015. Financing costs of the combined
Group have been estimated according to the financing arrangement of the
transaction as if the transaction has taken place at the beginning of 2015. The
difference between preliminary consideration to be transferred and MHPS
carve-out net assets has been allocated to non-current assets on the
illustrative combined balance sheet. The possible amortization from intangible
assets due to purchase price allocation are not included in the combined income
statement as the purchase price allocation has not been prepared. MHPS
financial information include the existing amortization arising from purchase
price allocations for earlier acquisitions. 

For the purpose of this illustrative combined financial information, the
preliminary consideration to be transferred has been assumed to be financed by
issuing new shares to Terex (to reach 25% ownership of Konecranes) with the May
13, 2016, closing share price of 20.60 EUR per share as well as by taking 820
MUSD loan. The effects of the planned financing have been taken into account in
the illustrative balance sheet information and in the income statement. 

MHPS's income statement have been converted into EUR using the average EUR/USD
exchange of 2015 (1.1090) and balance sheet information using the EUR/USD
exchange rate as at 31 December 2015 (1.0887). 

For the purposes of financial reporting, the actual consolidated financial
statements of Konecranes will, however, be calculated based on the
consideration transferred and the fair values of MHPS's identifiable assets and
liabilities at the closing date and as a result, the consolidated income
statement will reflect the amortization and depreciation charges of the
acquired assets recognized at fair value. Balance sheet items could therefore
differ significantly from the combined financial information presented below
and, as a result, have a significant impact on other items included in the
income statement of the combined company. As such, the preliminary combined
financial information presented below is not necessarily indicative of future
results of operations or financial position of Konecranes. 

Further, the financial information for MHPS has been prepared on a “carve-out”
basis and it does not necessarily reflect what its combined results of
operations and financial position of MHPS would have been, had MHPS operated as
an independent group and had it presented stand-alone financial information
under IFRS during the period presented.  Moreover, the carve-out financial
information may not be indicative of MHPS’s future performance of the operative
activities aggregated within Konecranes. 


Combined statement of income for illustrative purposes. No adjustments made to
align the accounting principles. 


                                                          2015            
--------------------------------------------------------------------------
EUR million                Combined Company  Konecranes  MHPS EUR Adjusted
                                               Adjusted                   
--------------------------------------------------------------------------
                                                                          
--------------------------------------------------------------------------
Net Sales                           3,517.0     2,126.2            1,390.8
--------------------------------------------------------------------------
EBITDA                                266.8       166.5              100.3
--------------------------------------------------------------------------
D&A                          (99.1)      (48.7)             (50.4)
--------------------------------------------------------------------------
EBIT                                  167.7       117.7               49.9
--------------------------------------------------------------------------
Associated company result              11.1         4.8                6.3
--------------------------------------------------------------------------
Financial items                      (60.0)      (12.5)              (6.9)
--------------------------------------------------------------------------
Profit before taxes                   118.8       110.1               49.4
--------------------------------------------------------------------------
Taxes                                (47.7)      (41.0)             (14.8)
--------------------------------------------------------------------------
Non-controlling interest              (3.0)           -              (3.0)
--------------------------------------------------------------------------
Net Income                             68.1        69.1               31.6
--------------------------------------------------------------------------


Combined balance sheet for illustrative purposes. No adjustments made to align
the accounting principles. 



                                                         31.12.2015          
-----------------------------------------------------------------------------
EUR million                   Combined Company  Konecranes  MHPS EUR Adjusted
                                                      IFRS                   
-----------------------------------------------------------------------------
                                                                             
-----------------------------------------------------------------------------
Non-current assets                     1,812.9       505.7            1,050.0
-----------------------------------------------------------------------------
Inventories                              716.2       365.2              350.9
-----------------------------------------------------------------------------
Other current assets                     776.7       533.2              243.5
-----------------------------------------------------------------------------
Cash                                      80.8        80.8                  -
-----------------------------------------------------------------------------
Total Assets                           3,386.5     1,484.9            1,644.5
-----------------------------------------------------------------------------
                                                                             
-----------------------------------------------------------------------------
Total Equity                             859.4       456.0              899.5
-----------------------------------------------------------------------------
Non-current liabilities                1,253.3       189.1              311.0
-----------------------------------------------------------------------------
Current liabilities                    1,273.8       839.8              433.9
-----------------------------------------------------------------------------
Total Equity and Liabilities           3,386.5     1,484.9            1,644.5
-----------------------------------------------------------------------------



APPENDIX 3: 2015 ADJUSTED EBITDA USED FOR VALUATION PURPOSES

For valuation multiples used in this document, Konecranes has used MHPS
adjusted EBITDA of USD 119 million (EUR 107 million) for 2015. The difference
between the 2015 adjusted EBITDA used for valuation purposes and the 2015
adjusted  EBITDA presented in Appendix 2 is related to the share of the result
of the 50%-owned Singapore-based joint venture, stock compensation,
non-controlling interest and changes in certain provisions.