Konecranes Oyj - Decisions of extraordinary general meeting

Resolutions of the Extraordinary General Meeting of Konecranes Plc

KONECRANES PLC  STOCK EXCHANGE RELEASE  September 15, 2017 at 4:00PM EET

The Extraordinary General Meeting (“General Meeting”) of Konecranes Plc
(“Konecranes” or the “Company”)  was held on September 15, 2016, at 1.00 p.m.
in Hyvinkää, Finland. The meeting approved all the proposals of the Board of
Directors and made the necessary decisions to complete the acquisition of Terex
Corporation (“Terex”) Material Handling & Port Solutions ("MHPS") business
(“Acquisition”). In addition, the General Meeting approved Shareholder's
proposal for additional remuneration to members of Board of Directors. 

Amendment of the Articles of Association

The General Meeting  approved the Board of Directors proposal that the Articles
of Association of the Company be amended in their entirety to read as set forth
in the Appendix. 

The amendments to the Articles of Association include, inter alia, the creation
of a new class of B shares, to be issued to Terex in connection with the
closing of the Acquisition, which have the same financial rights as Konecranes
ordinary shares but are subject to voting and transfer restrictions, and confer
upon Terex the right to appoint 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 specified thresholds. As long as Terex or any of its
group companies owns class B shares, any amendment of the Articles of
Association relating to class B shares requires the consent of Terex. 

Terex has informed the Company that its initial Board appointees will be David
Sachs and Oren Shaffer, whose term as members of the Board of Directors will
begin as of the closing of the Acquisition. 

Authorizing the Board of Directors to decide on the issuance of B shares in
deviation from the shareholders’ pre-emptive subscription rights 

The General Meeting authorized the Board of Directors to decide on the issuance
of a maximum of 24,583,721 new class B shares in deviation from the
shareholders’ pre-emptive subscription rights during the effective period of
the authorization. The authorization concerns issuance of B shares to Terex or
its designated affiliates as payment of the share consideration, including the
additional share consideration, if any, payable by Konecranes in the
Acquisition. 

The EGM further authorized the Board of Directors to resolve on all other terms
and conditions of the issuance of shares. 

This authorization is effective until December 31, 2017 and it will not revoke
the authorizations granted to the Board of Directors to decide on the issuance
of shares and special rights entitling to shares by the Annual General Meeting
on March 23, 2016. 

Resolution on the remuneration of the members of the Board of Directors

The General Meeting confirmed the annual remuneration payable to the members of
the Board of Directors to be as of the closing of the Acquisition as follows: 

Chairman of the Board: EUR 140,000,
Vice Chairman of the Board: EUR 100,000
Other Board members: EUR 70,000.

The amount of annual remuneration payable to the members of the Board of
Directors until the closing of the Acquisition is based on the resolution made
at the Annual General Meeting on March 23, 2016, and the proposed increased
remuneration would be payable pro rata for the term of office between closing
of the Acquisition and the Annual General Meeting in 2017. 

Otherwise the annual remuneration to the members of the Board of Directors will
be paid as resolved by the Annual General Meeting on March 23, 2016, including
the payment of 50 percent of the annual remuneration in Konecranes shares. 

Shareholder's proposal for additional remuneration to members of Konecranes'
Board of Directors 

The General Meeting approved the shareholder’s, HTT KCR Holding Oy Ab, proposal
for additional remuneration to members of Konecranes’ Board of Directors. 

All members of the Board of Directors shall be additionally remunerated for
attending meetings of the Board of Directors during the period from Konecranes'
Annual General Meeting held on March 23, 2016 until the closing of the
Acquisition (or the next Annual General Meeting of Konecranes, unless the
Acquisition has been closed prior to that). The compensation to be paid to each
member of the Board of Directors shall be EUR 1,500 for each meeting the
relevant member of the Board of Directors attended. 

The members of the negotiation team shall be paid the following additional
one-time compensation: EUR 60,000 to each of Stig Gustavson, Bertel
Langenskiöld and Christoph Vitzthum; and EUR 30,000 to Svante Adde. 

The accrued compensation per attended Board of Directors' meeting and the
one-time compensation payable to the members of the Board of Directors shall be
paid in cash. Christoph Vitzthum, the Chairman of the Board of Directors, has
informed Konecranes that he will forgo his one-time compensation. 

Resolution on the number of members of the Board of Directors

The General Meeting approved the proposal of the Nomination and Compensation
Committee that the number of members of the Board of Directors be increased to
eight (8) as of the closing of the General Meeting. 

The General Meeting further approved that the number of members of the Board of
Directors be increased to ten (10) as of the closing of the Acquisition when
the two members of the Board of Directors appointed by Terex join the Board of
Directors. 

Election of members of the Board of Directors

The EGM elected two new members of the Board of Directors for a term of office
ending at the closing of the Annual General Meeting in 2017. The new members
are Ms. Janina Kugel and Mr. Ulf Liljedahl. 

Minutes of the Meeting

The minutes of the AGM will be available on the Company’s website
www.konecranes.com/egm2016 as from September 29, 2016. 

Composition of the Board’s Committees

The Board of Directors has elected Janina Kugel a member of the Nomination and
Compensation Committee and Ulf Liljedahl a member of the Audit Committee. 

After the elections, the Nomination and Compensation Committee will consist of
Bertel Langenskiöld (Chairman), Stig Gustavson, Janina Kugel and Christoph
Vitzthum. The Audit Committee will consist of Svante Adde (Chairman), Ole
Johansson, Ulf Liljedahl and Malin Persson. 



KONECRANES PLC

Miikka Kinnunen
Director, Investor Relations



FURTHER INFORMATION
Mr. Miikka Kinnunen, Director, Investor Relations, tel. +358 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 11,400
employees at 600 locations in 48 countries. Konecranes is listed on Nasdaq
Helsinki (symbol: KCR1V). 





DISTRIBUTION

Nasdaq Helsinki

Media

www.konecranes.com





APPENDIX



Unofficial translation of the Swedish version

§ 1 Business name and domicile of the company

The company's business name is Konecranes Abp.

In Finnish, the company's business name is Konecranes Oyj, and in English it is
Konecranes Plc. 

The company's domicile is Hyvinkää.

§ 2 The company's branch of industry

The company's branch of industry is to carry on purchasing, sales, imports,
exports, planning, manufacture and repairs of equipment for materials handling
and to let on lease and rent such equipment, and to provide consulting,
research, product development and marketing services. The company's branch of
industry is also to carry on factory maintenance and maintenance services. For
its branch of industry the company may own and rent real estate and own
securities and carry on trade in securities and in real estate. The business
can be carried on directly in the company, in subsidiary and affiliated
companies and in joint ventures. In its capacity as parent company, the company
may attend to administration of the group, consolidated financing, marketing
and other consolidated duties and it may own immaterial rights and carry on
licensing of these. 

§ 3 Shares

The company has two share classes, Class A shares and Class B shares.

§ 4 Book-entry securities system

The company's shares belong to the book-entry securities system.

Rights related to shares

§ 5 Special appointment procedure of members of the board of directors (in
Finnish: Hallituksen jäsenten erityinen asettamisjärjestys) 

(a) Terex Corporation ("Terex") or such other member of Terex Group (as defined
in section 22) as is designated by Terex by notice in writing to the company
(the "Terex Designating Person"), shall have the right, subject to section
5(c), upon written notice to the company, to appoint members to the company’s
board of directors (any such member of the company's board of directors
appointed pursuant to this section 5(a) or pursuant to section 5(b), a "Terex
Designee") as follows: 

  1. two (2) Terex Designees, if Terex Group's ownership of the company's Class
     B shares represents fifteen per cent (15 %) or more of the number of all
     shares (Class A and Class B) of the company excluding such shares owned by
     the company or its Subsidiaries (the "Company Shares");

  1. one (1) Terex Designee, if Terex Group's ownership of the company's Class B
     shares represents ten per cent (10 %) or more but less than fifteen per
     cent (15 %) of the number of Company Shares;

  1. no Terex Designees, if Terex Group's ownership of the company's Class B
     shares represents less than ten per cent (10 %) of the number of Company
     Shares; and

  1. no Terex Designees, if (A) a Terex Change of Control (as defined below in
     section 22) has occurred, or (B) if Terex Group ceases to own in excess of
     fifty per cent (50 %) of all outstanding Class B shares as a result of an
     entity within Terex Group which owns Company Shares ceasing to be a part of
     Terex Group, and Terex not having reconveyed (or caused the reconveyance
     of) such Company Shares to itself or another member of Terex Group
     immediately before such entity has ceased to be a part of Terex Group or
     within ten (10) Business Days (as defined in section 22) thereafter.

(b) The Terex Designating Person shall have the right, upon written notice to
the company, (i) to remove any Terex Designee then serving as a member of the
board of directors, and (ii) subject to section 5(c), to appoint a new Terex
Designee to replace any Terex Designee who (A) is unable to serve as a member
of the board of directors for any reason, or (B) is removed (upon death,
resignation, at the election of the Terex Designating Person pursuant to the
foregoing section 5(b)(i) or otherwise). 

(c) At least ten (10) Business Days prior to submitting any notice to appoint a
Terex Designee, the Terex Designating Person shall (other than with respect to
an Approved Terex Designee (as defined in this section below)) (i) notify the
company of the name of the potential Terex Designee who shall be presented to
the company by the Terex Designating Person in good faith, (ii) provide, or
cause such Terex Designee to provide, to the company his or her curriculum
vitae and a completed director's and officer's questionnaire, which shall be
signed by the potential Terex Designee, in the form then used by the members of
the board of directors not appointed by Terex, and (iii) consult with the
company and consider in good faith any reasonable objections raised by the
company regarding the potential Terex Designee. "Approved Terex Designee" means
(i) any individual approved by the company and Terex from time to time, and
(ii) any Terex Designee previously appointed to the company's board of
directors in the five (5) years preceding the notice contemplated by the prior
sentence. 

(d) Notwithstanding the Terex Designating Person's appointment rights in
section 5(a) and section 5(b), the Terex Designating Person shall not be
permitted to appoint as Terex Designee any individual who would be prohibited
or disqualified from serving as a member of the board of directors pursuant to
any applicable rule or regulation of the U.S. Securities and Exchange
Commission, the New York Stock Exchange, NASDAQ Helsinki Ltd, or pursuant to
the Finnish Companies Act. The Terex Designees shall not be required to be
"independent" of Terex under the Finnish Corporate Governance Code. 

(e) The appointment of the Terex Designee to the company's board of directors
shall be effective upon receipt of the written notice of appointment sent by
the Terex Designating Person to the company pursuant to section 5(a) or section
5(b), as applicable, and the company and the board of directors shall take all
actions necessary to cause the registration with the Finnish Trade Register of
each Terex Designee as promptly as practicable. 

(f) Subject to section 6, if (i) Terex Group's ownership falls below an
Ownership Threshold (as defined in section 22) specified in section 5(a) or
(ii) in the event of a Terex Change of Control, then the Terex Designating
Person shall promptly (and in any event within two (2) Business Days) cause
such number of the Terex Designees then serving on the board of directors to
resign from the board of directors (such resigning Terex Designees to be
selected at the Terex Designating Person's sole discretion) as is necessary so
that the remaining number of the Terex Designees then serving on the board of
directors is less than or equal to the number of Terex Designees that the Terex
Designating Person is then entitled to appoint to the board of directors
pursuant to section 5(a). If the Terex Designating Person is obligated in
accordance with this section 5(f) to cause the resignation of one or more Terex
Designees but such resignation has not taken place, the general meeting of
shareholders may, with the majority of the votes cast, remove such Terex
Designees or one of them from the board of directors. 

§ 6 Top-up rights

(a) If the company causes an action, event or other circumstance to occur that
results in Terex Group's ownership of Company Shares to fall below any
Ownership Threshold (a "Threshold Dilution Event") and such Threshold Dilution
Event did not result from a Transfer by Terex Group of Company Shares
(excluding for the avoidance of doubt any Transfers constituting a Conversion
Event referred to in sections 20(a)(i)-(vi) that do not reduce Terex Group’s
ownership of Company Shares) or Terex Group's failure to exercise its rights
pursuant to section 7, then, following the Threshold Dilution Event, Terex
Group or the Terex Designating Person, on prior written notice to the company
that it intends to restore its ownership of Company Shares to the applicable
Ownership Threshold within the Initial Top-Up Period, shall be entitled to
defer the applicable member’s resignation from the board of directors, until
the date that is three (3) months (the "Initial Top-Up Period") after the date
upon which Terex Group first fell below the applicable Ownership Threshold (the
"Top-Up Right"); provided that to the extent that Terex Group or the Terex
Designees are subject to blackout restrictions implemented by the company or
otherwise restricted from making open market purchases by applicable securities
laws with respect to the Company Shares resulting in fewer than thirty (30)
trading days exempt from such restrictions in such three (3)-month period, then
such three (3)-month period shall be extended for an additional three (3)
months (the "Extension Top-Up Period"), provided further, notwithstanding
anything to the contrary contained herein, any rights granted under these
articles of association to Terex, the Terex Group or the Terex Designating
Person which are dependent on the Terex Designating Person having the right to
appoint a certain number of Terex Designees shall not be lost until the
expiration of any Extension Top-Up Period or, if no such Extension Top-Up
occurs, the Initial Top-Up Period, in each case, as applicable for the relevant
Threshold Dilution Event. 

(b) If Terex Group delivers written notice to the company pursuant to section
6(a) that it intends to exercise the Top-Up Right in respect of a Threshold
Dilution Event, in the event that the company issues Company Shares (including
shares owned by the company or its Subsidiaries) in a B-Diluting Issue (as
defined in section 7), Terex Group shall be deemed not to have fallen below any
Ownership Threshold during the period from the date of receipt by Terex Group
of the applicable B-Diluting Issue Notice (as defined in section 7) until six
(6) months following the date of receipt of the B-Diluting Issue Notice. 

§ 7 Preemptive Rights

(a) In accordance with the Finnish Companies Act, Terex Group shall be granted
preemptive rights with respect to its Class B Shares to the extent that
preemptive rights are granted to the owners of Company Shares, and Terex Group
shall be permitted to exercise such preemptive rights as permitted under the
Finnish Companies Act. 

(b) If the company proposes to issue any Company Shares (including shares owned
by the company or its Subsidiaries) in a directed issue where preemptive rights
are not afforded to the owners of Class B shares (a "B-Diluting Issue"), the
company shall give notice (a "B-Diluting Issue Notice") to Terex Group of any
B-Diluting Issue on each of (w) the date that the company issues Company Shares
(including shares owned by the company or its Subsidiaries) in a B-Diluting
Issue if such issuance, together with any prior B-Diluting Issue of which Terex
Group has not previously been notified, exceeds one percent (1%) of the total
number of Company Shares outstanding on a fully diluted basis, (x) the tenth
(10th) trading day prior to the record date for any general meeting of
shareholders of the company, (y) the six (6)-month anniversary of each record
date for the company's annual general meeting of shareholders and (z) any other
date specified by the members of the board of directors not appointed by Terex. 

§ 8 Committees

For so long as the Terex Designating Person has the right to appoint a Terex
Designee under section 5(a), the board of directors shall cause the appointment
of at least one (1) Terex Designee (in each case as selected by the Terex
Designating Person) to each of the committees of the board of directors
(excluding any ad-hoc or special committee established primarily for the
purpose of evaluating any potential acquisition between the company and any
member of the Terex Group and where the members of the board of directors not
appointed by Terex reasonably determine that the Terex Designee would have
actual or potential conflict-of-interest (in Finnish: intressijäävi) when
participating in such ad hoc or special committee as a result of his or her
relationship with Terex Group). In the event of a vacancy on any committee
caused by the replacement or inability to serve of the Terex Designee then
serving as a member of such committee, the Terex Designating Person shall have
the right to demand that the replacement Terex Designee or any other Terex
Designee be appointed to fill such committee vacancy. 

§ 9 Expenses, compensation and indemnification of Terex Designees

Each Terex Designee appointed to the board of directors shall be entitled to
the same compensation (including equity compensation) and other benefits as
well as to expense reimbursements on the same grounds as the other members of
the board of directors. Furthermore, each Terex Designee shall be entitled to
the same liability insurance and indemnity protection, including right to
advancement of fees and expenses, as the other members of the board of
directors, with the exception that each Terex Designee's liability insurance
shall include insurance for liabilities under U.S. securities laws. 

§ 10 Voting rights

(a) Each Class A share shall carry one (1) vote. Each Class B share shall carry
one (1) vote, provided, however, that the Class B shares shall not carry any
voting rights (i) after a Terex Change of Control has occurred, (ii) if Terex
Group ceases to own in excess of fifty per cent (50 %) of all outstanding Class
B shares as a result of an entity within Terex Group which owns Company Shares
ceasing to be a part of Terex Group, and Terex not having reconveyed (or caused
the reconveyance of) such Company Shares to itself or another member of Terex
Group immediately before such entity has ceased to be a part of Terex Group or
within ten (10) Business Days thereafter, or (iii) in any of the following
matters: (A) the appointment or removal of members of the board of directors
other than Terex Designees; (B) an increase or decrease in the size of the
board of directors up to the maximum size specified in these articles of
association; (C) the compensation of members of the board of directors; (D)
discharge from liability of the Terex Designees; (E) issuances by the Company
of Company Shares (including shares owned by the company or its Subsidiaries)
where pre-emptive rights are available to Terex Group in accordance with the
Finnish Companies Act; and (F) the approval of Transfers by Terex Group
representing five per cent (5 %) or more of the then outstanding Company Shares
as described in section 20(a)(v). 

(b) Without the consent of Terex, the company shall not take any action, or
authorize, resolve, agree or commit to take any action, that would result in
Terex Group Beneficially Owning (as defined in section 22) more than the
maximum amount of voting securities of the company that a Person may hold
without being required under the Finnish Securities Market Act to make a
mandatory takeover offer to the company's shareholders. 

§ 11 Dividend rights

Each Class A share and Class B share carries equal rights to dividends and to
other distributions of assets. 

Management of the company and the annual general meeting

§ 12 Board of directors and term of office

The company has a board of directors consisting of no less than five (5) and no
more than ten (10) director members. 

The term of office of the members of the board of directors other than the
Terex Designees expires at the end of the first annual general meeting of
shareholders following the election. 

The board of directors elects a chairman from among its members for the term of
office. The managing director may be a member of the board of directors, but
he/she cannot be elected to be chairman of the board of directors. 

§ 13 Managing director and his/her deputy

The company has a managing director elected by the board of directors. The
board of directors may elect a deputy for the managing director and may elect
vice managing directors. 

§ 14 Representation of the company

The company is represented by the board of directors in full or by the managing
director. 

The board of directors decides on any granting of proxies, so that the
proxy-holder together with another proxy-holder has the right to represent the
company. 

§ 15 Accounting period

The company's accounting period begins on 1 January and ends on 31 December.

§ 16 Auditor

The company has at least one (1) regular KHT auditor and one (1) deputy
auditor, or alternatively at least one (1) auditing corporation, with a KHT
auditor as the responsible auditor. The auditors are elected to their office
for a term expiring at the end of the annual general meeting of shareholders
following the election. 

§ 17 Notice convening the general meeting of shareholders

The board of directors shall convene the general meeting of shareholders by
publishing a notice on the company's Internet pages or in one or more national
dailies chosen by the board of directors or by sending a written notice to the
shareholders by mail no more than three (3) months before the closing date for
entries mentioned in the notice and no less than three (3) weeks before the
general meeting of shareholders. However, the notice shall be issued no less
than nine (9) days before the record date of the meeting. 

To be allowed to take part in the general meeting of shareholders, the
shareholder shall report to the company in the manner and within the time
stated in the notice. The closing date for entries, which may be no more than
ten (10) days before the general meeting of shareholders in question, must not
be a Saturday, Sunday or any other holiday. 

The general meeting of shareholders may be held either at the company's
domicile or in Helsinki, Espoo or Vantaa. 

§ 18 Annual general meeting of shareholders

The annual general meeting of shareholders is to be held each year within six
(6) months after the end of the accounting period on a day determined by the
board of directors. 

At the annual general meeting of shareholders, the following are presented:

1. the financial statements and the consolidated financial statements;

2. the auditor’s report;

the following decisions are taken:

3. on confirmation of the financial statements and of the consolidated
financial statements; 

4. on how to use the profit or other unrestricted equity shown by the balance
sheet; 

5. on discharge from liability of the members of the board of directors and the
managing director, which decision shall be taken separately for the Terex
Designees on the one hand and the other members of the board of directors and
the managing director on the other; 

6. on the emoluments for members of the board of directors and on the grounds
for compensation of their travelling expenses; 

7. on confirmation of the remuneration for auditors;

8. on confirmation of the number of members on the board of directors and, when
required, of their term of office and, when required, the number of auditors; 

the following are elected:

9. the members of the board of directors;

10. the auditor or auditors and a deputy auditor, if any;

the following issues are dealt with:

11. other issues mentioned in the notice convening the meeting.

Transfer and conversion of shares

§ 19 Consent clause (in Finnish: suostumuslauseke)

The consent of the company’s board of directors is required to acquire Class B
shares by means of a Transfer. This consent must be applied for in writing. The
company's board of directors must provide its answer to the consent application
within fourteen (14) days of receiving it. The board of directors shall be
obligated to give its consent if the Transfer takes place within Terex Group,
in which case the consent shall be given promptly and in any case within
fourteen (14) days from receipt of the consent application, failing which the
consent shall be deemed given. 

§ 20 Conversion of Class B Shares

(a) An owner of Class B shares has the right to demand conversion of its Class
B shares into Class A shares in connection with any of the following events
(each a “Conversion Event”): 

  1. a transaction pursuant to which all or substantially all of the Company
     Shares Beneficially Owned by Terex Group are sold or distributed to, or
     made available to be acquired by, in the form of American depositary shares
     representing Company Shares (whether by redemption, dividend, share
     distribution, split-off, spin-off, rights offering, exchange offer,
     exercise of subscription rights, merger, or otherwise), all or
     substantially all of the holders of Terex’s issued and outstanding Capital
     Stock as of the earlier point in time of (i) such transaction or (ii)
     immediately prior to a Terex Change of Control, excluding, to the extent
     permitted by applicable law, any Person who has consummated or is seeking
     to consummate a Terex Change of Control (such transaction, a “Distribution
     Transaction”);

  1. Transfers by such owner of Class B shares of Company Shares to an escrow
     agent, trustee or similar person in connection with a Distribution
     Transaction;

  1. Transfers by such owner of Class B shares of Company Shares pursuant to a
     Company Change of Control;

  1. Transfers by such owner of Class B shares of Company Shares approved by the
     affirmative vote of a majority of the company’s board of directors
     excluding the Terex Designees;

  1. if the company’s board of directors has not approved such Transfers in
     accordance with section 20(a)(iv), Transfers by such owner of Class B
     shares of Company Shares representing five per cent (5 %) or more of the
     Company Shares that are approved by the general meeting of shareholders
     with a majority of the votes cast at such general meeting of shareholders;

  1. Transfers by such owner of Class B shares of Company Shares to a Person
     that, to the knowledge of such owner after reasonable inquiry and as
     represented by such owner to the company in writing, would not have
     Beneficial Ownership of Company Shares in excess of three per cent (3 %) of
     the Company Shares after giving effect to such Transfer; or

  -- when the aggregate amount of Class B shares constitutes less than five per
     cent (5 %) of the Company Shares.

(b) Upon a Conversion Event, the owner of Class B shares has the right to
demand conversion by making a written conversion demand (“Conversion Demand”)
to the company’s board of directors setting out (i) the Conversion Event in
such reasonable detail as to enable the board of directors to assess whether a
Conversion Event entitling such owner of Class B shares to demand conversion is
at hand or will be at hand within a reasonable period of time (having regard to
the type of Conversion Event), it being understood that, without limitation,
the passing of any relevant corporate resolution or the entering into any
binding agreement to effect or approve any Conversion Event shall always be
deemed sufficient for such purpose; (ii) the number of Class B shares to be
converted and (iii) such information regarding the account in which the
relevant Class B shares are held in the book-entry system as is necessary to
enable to company to effect the conversion. 

(c) The company’s board of directors shall effect the conversion and notify the
Trade Register of the changes in the number of shares in the share classes as
soon as practically possible and no later than within fourteen (14) days from
having received a Conversion Demand, provided, however, that 

  1. if it is reasonably apparent that the completion of the relevant Conversion
     Event would occur later than ten (10) Business Days after the completion of
     the conversion, then the company’s board of directors may, after having
     consulted with the relevant owner of the Class B shares, delay effecting
     the conversion until such date that is ten (10) Business Days before the
     anticipated date of the completion of the relevant Conversion Event; and

  1. if it is reasonably apparent that there would occur a record date for
     voting at any general meeting of shareholders (in Finnish: yhtiökokouksen
     täsmäytyspäivä) between the date when the conversion is effected and the
     date of the completion of the relevant Conversion Event, then the company’s
     board of directors may, after having consulted with the relevant owner of
     the Class B shares, delay effecting the conversion until, and shall effect
     the conversion as soon as possible, after such record date.

The company may request that a note restricting the shareholder's right to
Transfer the Company Shares on the relevant book-entry account prior to the
completion of the relevant Conversion Event shall be entered in the book-entry
account of the shareholder, it being understood that the Transfer completing
the Conversion Event is to be permitted. 

(d) A Class B share is converted into a Class A share on a one-to-one (1:1)
conversion ratio. 

(e) A Class B share shall be considered to have been converted into a Class A
share once the entry into the Trade Register has been made. The company shall
without delay notify the owner of Class B shares who has demanded conversion
and the book-entry register keeper that the conversion has been registered. 

(f) If necessary, the company’s board of directors shall provide further
instructions on the process of the conversion, provided that such instructions
are not prejudicial to the rights of Terex Group or owners of Class B shares. 

§ 21 Conversion of Class A shares

(a) For so long as the company has any outstanding Class B shares, any Class A
shares received or acquired by Terex Group shall be converted into Class B
shares. 

(b) Terex shall notify the company’s board of directors in writing of any Class
A shares acquired by Terex Group, setting out the number of shares to be
converted and such information regarding the account in which the relevant
Company Shares are held in the book-entry system as is necessary to enable to
company to effect the conversion (a “Class A Share Conversion Notice”). 

(c) The company’s board of directors shall carry out the conversion and notify
the Trade Register of the changes in the number of shares in the share classes
as soon as practically possible and no later than within fourteen (14) days
from having received a Class A Share Conversion Notice. The company may request
that a note restricting the shareholder's right to Transfer Class A shares
prior to completion of the conversion thereof into Class B shares shall be
entered in the book-entry account of the shareholder. 

(d) The company has an independent right, regardless of whether a Class A Share
Conversion Notice has been made in accordance with section 21(b), to convert
into Class B shares any Class A shares acquired by Terex Group. Further, if
Terex Group has come to own Class A shares as a result of a conversion of Class
B shares pursuant to section 20, and it becomes reasonably apparent that the
completion of the relevant Conversion Event will not occur within the next
thirty (30) days, then the company’s board of directors has the right (after
having consulted with Terex) to convert into Class B shares any Class A shares
so held by Terex Group, and Terex shall have a corresponding right to demand
such conversion. 

(e) A Class A share is converted into a Class B share on a one-to-one (1:1)
conversion ratio. 

(f) A Class A share shall be considered to have been converted into a Class B
share once the entry into the Trade Register has been made. The company shall
without delay notify the owner whose Class A shares have been converted and the
book-entry register keeper that the conversion has been registered. 

(g) If necessary, the company’s board of directors shall provide further
instructions on the process of the conversion, provided that such instructions
are not prejudicial to the rights of Terex Group or owners of Class B shares. 

§ 22 Certain definitions

Unless otherwise defined herein, capitalized terms shall have the meanings
ascribed to them below: 

  1. “Beneficially Own” with respect to any securities means the power to vote
     or direct the voting of, or to dispose or direct the disposition of, such
     securities, and the term “Beneficial Ownership” shall have the correlative
     meaning;

  1. "Business Day" means any day, other than a Saturday or Sunday, on which
     banks are open for general business in Helsinki, Finland and New York, New
     York, United States of America;

  1. “Capital Stock” means, with respect to any Person at any time, any and all
     shares, interests, participations or other equivalents (however designated,
     whether voting or non-voting) of capital stock, partnership interests
     (whether general or limited) or equivalent ownership interests in or issued
     by such Person;

  1. “Company Change of Control” means (i) the acquisition of Capital Stock of
     the company pursuant to a tender offer, exchange offer, merger,
     consolidation, dissolution, recapitalization, refinancing or under any
     other circumstances that would result, directly or indirectly, in a Person
     or group of Persons acting in concert holding more than fifty per cent (50
     %) of the voting securities of the company, or (ii) the sale, lease,
     transfer, conveyance or other disposition, in a single transaction or in a
     related series of transactions, of all or substantially all of the assets
     of the company and its Subsidiaries, taken as a whole, to any other Person
     (or group of Persons acting in concert);

  1. “Ownership Threshold” means with respect to any right of the Terex Group or
     an owner of Class B shares that is contingent upon the Terex Group or such
     owner of Class B shares maintaining a minimum level of ownership of Company
     Shares, such minimum level of ownership of Company Shares;

  1. “Person” means any individual, corporation, limited liability company,
     partnership, association, trust, unincorporated organization, other entity
     or other organizational form;

  -- “Subsidiary” means, with respect to any Person, any entity of which
     securities or other ownership interests having ordinary voting power to
     elect a majority of the board of directors or other Persons performing
     similar functions are at any time directly or indirectly owned by such
     Person;

  -- “Transfer” means any direct or indirect sale, transfer, assignment, gift,
     placement in trust (voting or otherwise) or other disposition of any kind
     to any Person (excluding pledges and other security interests and hedging
     and derivative transactions);

  1. "Terex Change of Control" means (i) the acquisition of Capital Stock of
     Terex pursuant to a merger, consolidation, dissolution, recapitalization,
     refinancing or under any other circumstances that would result, directly or
     indirectly, in a Person or a group of Persons acting in concert with
     respect to such acquisition holding more than fifty per cent (50 %) of the
     outstanding voting securities of Terex, (ii) the sale, lease, transfer,
     conveyance or other disposition, in a single transaction or in a related
     series of transactions, of all or substantially all of the assets of Terex
     and its Subsidiaries, taken as a whole, to any other Person (or group of
     Persons acting in concert), or (iii) the adoption of a plan relating to the
     liquidation or dissolution of Terex; and

  1. “Terex Group” means Terex and its Subsidiaries.

§ 23 Amendment of the Articles of Association

As long as Terex Group owns Class B shares, any amendment of the following
sections of these articles of association (whether by amendment or deletion
thereof, or by insertion of new sections conflicting therewith) requires the
consent of Terex: 

§ 3 (including the creation of additional share classes by amendment of § 3 or
otherwise); § 5; § 6; § 7; § 8; § 9; § 10; § 11; § 12 to the extent the
amendment concerns (i) the maximum number of members of the board of directors
or (ii) the term of the Terex Designees; § 18 to the extent the amendment
concerns the manner in which the resolution on discharge from liability of the
board of directors and managing director shall be made; § 19; § 20; § 21; § 22,
§23 and §25. 

§ 24 Company's liability for breaches of the Articles of Association

The company shall be liable in damages for any loss caused to a shareholder of
the company as a result of the company's deliberate or negligent breach of
these Articles of Association. This provision shall not limit the statutory
liability of the company, the members of the board of directors and the
managing director. 

§ 25 Settlement of disputes

Any disputes between the company, the shareholders, the board of directors or
its member, the managing director and/or an auditor shall be finally settled by
arbitration in accordance with the Arbitration Rules of the Finland Chamber of
Commerce. Arbitration proceedings are to be held in Finnish or in Swedish in
Helsinki, if no party demands that the arbitration proceedings are to be held
in English. 

To the extent Terex or any member of Terex Group is a party to the dispute, the
arbitration tribunal shall always consist of three (3) members.