World News – FI – Cargotec and Konecranes merge to create a global leader in sustainable material flow

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Cargotec Corporation (« Cargotec ») and Konecranes Plc (« Konecranes ») announce that their respective Boards of Directors have today signed a Combination Agreement (the « Combination Agreement ») and a Plan of Merger to the two companies by means of a merger (the « future company »)

President of Cargotec, M Ilkka Herlin, said: “Sustainable development has been one of Cargotec’s priorities since its creation and this merger allows us to become a world leader in sustainable material flows. Our customers are increasingly looking for green solutions and together we will have better opportunities to solve customer challenges I think this is a great opportunity to create value from both a point of view business and shape global commerce for the better The Future Company will be well positioned to take advantage of these opportunities and create strong value for its customers, employees and shareholders « 

Konecranes chairman, Mr. Christoph Vitzthum, said: “The combination of Konecranes and Cargotec, with their iconic technology brands, innovative capabilities, talents and focus on sustainability, will create a company that is far greater than the sum of its parts, offering strong synergies and creating a unique platform for creating shareholder value Customers will benefit from combined company technologies and even better service capabilities This is a pivotal moment for the Finnish industry and material handling industry as a whole, and we are fully ready and determined to seize this historic opportunity »

Cargotec CEO, M Mika Vehviläinen, said: “The Future Company will have better opportunities to improve the efficiency of customer operations and move the entire industry towards a more sustainable and intelligent industry. Together we are stronger and our combined R&D resources will enable us to accelerate innovation in automation, robotics, electrification and digitization Both companies have extensive service networks and, together we can deliver superior value to our customers through our world-class service platform and intelligent technology »

Konecranes CEO M Rob Smith, said: “The Future Company will be a global leader with its unmatched product line, global service network, cutting-edge intelligent technology and unwavering commitment to safety. The best talents of Konecranes and Cargotec will be supported and the passion to lead a sustainable material flow to deliver the best to our customers The timing is right, and the logic and fit of this combination is convincing Konecranes is eager to begin this journey with Cargotec « 

The proposed combination will create a global leader in sustainable material flow, with many valuable brands in contact with customers and complementary offerings through its activities in industries, factories, ports, terminals, road handling and maritime The proposed combination of Cargotec and Konecranes will add value through:

The proposed combination of Cargotec and Konecranes is complementary and creates geographic value; offering of products and services; employee; customer; and shareholder perspectives The Future Company will build on the skills of both companies and the combination will bring benefits to all stakeholders It aims to be a leader in the flow of sustainable materials through its vision based on decarbonization, safety , productivity and efficiency as well as maximizing the lifetime value of its customers’ equipment and solutions

The range of combined products and services will include world-class lifecycle services, intelligent equipment and software that will create value for customers by improving their sustainability, safety and productivity. Customer value will also be created thanks to a wide availability and coverage of services, an advanced technological offer, integrated solutions and customer support over the life cycle

The proposed combination provides a platform to innovate new offerings and expand into new industrial segments in material flow management The combined capabilities will further accelerate the development of key projects in the areas of automation, robotics, digitization and electrification The Future Company will have a foundation on which to grow faster than the market in and around the current core of lifecycle services, intelligent equipment, software, engineering and systems optimization. Future Company’s intelligent service technology offering will include remote monitoring, machine learning, digital tools, as well as sales, planning and technical support platforms Operational excellence is part of the DNA of the company of the future

The Future Company will house leadership and talent and provide better career opportunities and a strong focus on people development to its employees Cargotec and Konecranes believe the Future Company will be an attractive employer with leading brands in its industries and that it will focus on employee engagement, diversity and inclusion, based on a strong Nordic heritage It will commit to ethical conduct, fair treatment and an emphasis on safety

The Future Company can increase the penetration of its products and services to all of its current and potential customers The Future Company will also cover an even wider part of the value chain with its offering, which helps The Future Company to serve end-to-end customers more efficiently By combining the offerings of both companies, the Future Company will be better positioned to provide customers with integrated services, equipment, software and optimization of & systems engineering, resulting in solutions that have greater customer value than the sum of their parts

The proposed combination of Cargotec and Konecranes is expected to generate shareholder value for the Future Company through complementary skills, increased R&D scale, global top talent, operational excellence and synergies Synergies are expected to amount to around EUR 100 million per year and fully realized within the first 3 years after completion

Companies will manage the integration planning process with the goal of preparing for a common future from day one, while continuing to operate as usual until the merger is completed The goal is to secure the best talent from both companies and to ensure that onboarding planning is conducted in a legal, ethical and compliant manner

As this process evolves, Cargotec and Konecranes will inform, consult and negotiate with the employee organizations concerned regarding the social, economic and legal consequences of the proposed merger in accordance with the requirements of applicable laws.

The Future Company achieved 2019 combined illustrative sales of approximately EUR 7 billion and comparable operating profit of approximately 565 million, with the share of service sales being approximately 40% On a combined basis, Cargotec and Konecranes had approximately 29,400 employees in more than 50 countries as of June 30, 2020 Future Company’s extensive service network includes more than 8,500 service employees serving customers at more than 800 service locations around the world Customer industries of The Future Company will include container handling, manufacturing, transportation, construction and engineering, paper and pulp, metal production, mining, energy, chemicals and maritime industries

The name of the Future Company will be determined and announced subsequently In accordance with the merger plan, the board of directors of Cargotec will propose to the general meeting of shareholders of Cargotec to be convened prior to the completion of the merger that the articles of association of Cargotec will be amended as part of the performance registration of the merger to contain a new name of the Future Company The location of the head office of the Future Company will be decided at a later stage

It is proposed that the board of directors of the Future Company include four (4) directors from the current board of directors of Konecranes (Christoph Vitzthum, Janina Kugel, Ulf Liljedahl and Niko Mokkila) and four (4) Directors of the current Board of Directors of Cargotec (Tapio Hakakari, Ilkka Herlin, Kaisa Olkkonen and Teuvo Salminen) It is proposed that the President of the Future Company be Christoph Vitzthum

President and CEO of Future Company to be appointed and announced at a later date The Boards of Directors of Cargotec and Konecranes will jointly decide on the appointment of the President and CEO before the merger is completed

Prior to or as part of the completion of the merger, Cargotec will issue new shares without payment to Cargotec shareholders in proportion to their existing holdings by issuing two (2) new class A shares for each class A share and two (2) new class B shares for each class B share, including the new shares to be issued to Cargotec for its own shares Following the merger, Konecranes shareholders will receive merger consideration 03611 new shares of class A and 20,834 new class B shares of Cargotec for each share they hold in Konecranes on the registration date, corresponding to the post-completion stake in Future Company of approximately 50% for the shareholders of Konecranes and approximately 50% for the shareholders of Cargotec, assuming that none of the Konecranes shareholders request the repurchase of their shares at the Konecranes EGM resolving the merger The table below below illustrates the ten (10) main shareholders of the Future Company (as of August 31, 2020), assuming that all current shareholders of Cargotec and Konecranes are shareholders with an unchanged stake also following the merger1)

1) Excluding treasury stock and after the 3 for 1 B split and a 3 for 1 A split in Cargotec before or in connection with the realization

As part of the merger, it is proposed that a general meeting of shareholders of Cargotec, to be held before the completion of the merger, conditionally decides on the creation of a shareholder nomination committee for the future company composed of four members, and conditionally approve its charter which will come into force after the merger (one member being appointed by the shareholder with the highest voting right (total votes) and one member being appointed by each of the three shareholders holding the largest number of class B shares (other than the highest voting shareholder)) The Charter is appended to the merger plan included in Appendix 1 to this stock market press release

The illustrative information of the combined income statement presented below is based on the audited consolidated financial statements of Cargotec and Konecranes as at December 31, 2019 and for the year ended December 31, 2019 and on the unaudited interim consolidated financial information as of June 30 and for the six-month period ended June 30, 2020 The illustrative combined balance sheet presented is based on information from the unaudited consolidated balance sheet of the two companies as of June 30, 2020 The combined financial information is presented for indicative purposes only and is not audited

The illustrative combined financial information presented here is based on a hypothetical situation and should not be considered as pro forma financial information due to the impacts of the purchase price allocation, differences in accounting principles, related adjustments transaction costs, tax impacts and potential refinancing impacts has not been taken into account The illustrative combined financial information does not reflect the cost savings, synergy benefits or future integration costs that are expected to be generated or could be incurred as a result of the merger

The actual consolidated financial information of the future company will be prepared on the basis of the final merger consideration and the fair values ​​of the identifiable assets and liabilities of Konecranes at the date of the merger, including the impacts of the refinancing that depends on the completion of the proposed combination The consolidated financial information of Future Company that will be published after the completion of the proposed combination could therefore differ significantly from the illustrative combined financial information presented here Consequently, this information is not indicative of the financial position, results of operations or actual key figures of the future company if the proposed combination had been completed on the dates indicated

Pro forma information with full ratings will be available in a merger and listing prospectus that will be published by Cargotec prior to the Cargotec and Konecranes EGMs For reconciliations on alternative performance measures, see appendix 2 of this press release

Illustrative combined financial information of the future company is presented assuming that the activities have been included in the same group since the beginning of each period The illustrative information of the combined income statement has been calculated as the sum of the financial information of Cargotec and Konecranes for the year ended December 31, 2019 and for the six-month period ended June 30, 2020 with the following adjustments:

1) The presentation of comparable EBITDA and comparable operating income has been aligned between Cargotec and Konecranes, so the comparable figures historically published by Cargotec have been adjusted to also exclude the impacts of the purchase price allocation (« PPA impacts »)

2) The share of net income of associates and joint ventures presented by Konecranes below operating income has been reclassified to be presented above operating income to align with Cargotec’s presentation Items affecting comparability reported by Konecranes for January-June 2020 have been reclassified accordingly to include the impact of the revaluation of its previously held stake in MHE-Demag

4) Comparable EBITDA = items of impairment, amortization and impairment of operating profit affecting the comparability of the impacts of PPA on inventories

5) Illustrative combined operating income does not include purchase price allocation impacts such as amortization and impairment of fair value adjustments on non-current assets or other accounting impacts of purchase to be recognized upon the combination of Cargotec and Konecranes under IFRS and is therefore not representative of the future operating results of the future company

Combined balance sheet information illustrates the impact of the proposed reconciliation as if the transaction had taken place on June 30, 2020 Illustrative combined balance sheet information as of June 30, 2020 has been calculated as a sum of Cargotec’s balance sheet information and Konecranes as of June 30, 2020 adjusted using the following assumptions:

1) Net interest-bearing debt = non-current interest-bearing liabilities current portion of current interest-bearing liabilities other interest-bearing liabilities – non-current and current loans receivable and other interest-bearing assets – cash and cash equivalents

4) Net interest-bearing debt / EBITDA = Net interest-bearing debt / EBITDA (last twelve months, “LTM”)

7) ROCE,% = (Profit before tax financing charges) LTM / (Total assets – non-interest bearing liabilities) at June 30, 2020

8) Comparable ROCE,% = (Profit before taxes, elements of financing charges affecting the comparability of PPA impacts) LTM / (Total assets – non-interest-bearing liabilities) at June 30, 2020

The boards of directors of Cargotec and Konecranes have, together with the management of the respective companies, considered appropriate financial objectives for the future company and have agreed on the following framework Following the completion of the merger, the management team of the Future Company will refine with the Board of Directors of the Future Company and eventually adapt these objectives

The proposed combination of Cargotec and Konecranes will be executed through a merger by legal absorption in accordance with Finnish company law whereby all of Konecranes’ assets and liabilities are transferred without liquidation proceedings to Cargotec at the resulting from the merger, Konecranes will automatically dissolve

Before or as part of the completion of the merger, it is proposed to the Cargotec EGM to authorize the Cargotec board of directors to issue new shares without payment to Cargotec shareholders in proportion to their participation existing by issuing two (2) new class A shares for each class A share and two (2) new class B shares for each class B share, including the new shares to be issued to Cargotec for its treasury shares. ‘resulting from the merger, Konecranes shareholders will receive merger consideration 03611 new class A shares and 20,834 new class B shares of Cargotec to be issued for each share held in Konecranes on the registration date The total number of shares Cargotec news to be issued in consideration of the merger to Konecranes shareholders is expected to be 193,444,184 shares divided into 28,575,453 class A shares and 164,868,731 class B shares ( after the registration of the demerger of class A and class B shares of Cargotec, excluding own shares held by Konecranes and assuming that none of Konecranes shareholders will request the redemption of their shares at the time of the ‘Konecranes AGE resolving the merger)

As part of the proposed merger, the board of directors of Cargotec and Konecranes has agreed to propose to their respective annual general meetings to be held in 2021 the authorization of the respective board of directors of, before the completion of merger, decide on the distribution of funds up to 70 million euros so that each company distributes an approximately equal amount before the completion of the merger Cargotec and Konecranes have also agreed that Konecranes will offer, in addition to the distribution of funds mentioned in the previous sentence, at a general meeting of shareholders to be held prior to completion, the authorization of the board of directors to decide on an additional distribution in funds for a total amount of approximately 158 million euros, corresponding to 2 euros00 per share, to Konecranes shareholders before the merger is finalized

Each of Cargotec and Konecranes will convene an EGM to decide on the proposed merger EGMs are expected to take place in December 2020 The companies will publish notices to their respective EGMs through separate stock market releases

The merger plan, which is included in appendix 1 of this stock exchange press release, contains information on certain terms and conditions of the proposed merger, including consideration of the merger for Konecranes shareholders. full information on the proposed combination, the merger and the Future Company will also be available in a merger and listing prospectus which is expected to be published in December 2020 by Cargotec before the EGMs of Cargotec and Konecranes

The completion of the planned merger is subject, among other things, to the approval by a two-thirds majority of the votes cast and of the shares represented at the respective EGMs of Cargotec and Konecranes, to obtaining the necessary authorizations for the merger control, the availability of agreed financing for the purpose of the merger and that no material adverse effects have occurred prior to the completion of the merger As the implementation of the transaction is proposed through ‘a statutory merger of Konecranes into Cargotec, it is also subject to a hearing process of legal creditors of Konecranes creditors All the conditions for the completion of the merger are set out in the merger plan, which is included in appendix 1 of this stock market press release.

Subject to all conditions for completion being met, completion of the merger is expected to take place in the fourth quarter of 2021 Trading in the new Cargotec shares to be issued to Konecranes shareholders is expected to begin on or around the first trading day following completion of the merger

Cargotec and Konecranes entered into a merger agreement on October 1, 2020 whereby Cargotec and Konecranes agreed to combine their business activities through a merger by legal absorption in accordance with Finnish company law

The merger agreement contains certain customary representations and warranties as well as commitments, such as, among others, each party carrying out its activities in the normal course of business before the completion of the merger, holding the other party informed of all matters that may be of significant importance for the purposes of completing the merger, preparing the necessary regulatory filings and notifications in cooperation with the other party and, cooperating with the other party in the framework for the financing of the future company r

In addition, Cargotec and Konecranes each undertake not to solicit any proposals competing with the transaction agreed in the Combination Agreement

In addition, Cargotec and Konecranes have given each other certain customary representations and warranties relating to, among other things, the authorization to enter into the merger agreement, the proper incorporation, the status of the shares of the respective company, in the preparation of financial statements and interim reports , compliance with applicable licenses, laws and agreements, legal proceedings, intellectual property ownership, taxes, employees and due diligence documents provided to the other party

With the exception of certain costs incurred jointly, Cargotec and Konecranes will bear their own fees, costs and expenses incurred in connection with the merger

The Combination Agreement may be terminated by written mutual consent duly authorized by the Boards of Directors of Cargotec and Konecranes Each of Cargotec and Konecranes may terminate the Combination Agreement, inter alia if (i) the merger is not not completed by June 30, 2022 (or it becomes evident that completion cannot occur at that time); (ii) in the event of a material adverse effect after the date of signature which cannot be cured, all as defined, and following the consultation and other procedures described in the Combination Agreement; (iii) the EGMs of Cargotec and Konecranes have not reviewed the merger in accordance with the Combination Agreement or if, after review by the relevant EGM, they have not duly approved the merger; (iv) if a government entity (including a competition authority) issues an order or takes regulatory action that cannot be appealed and permanently prohibits the merger from proceeding; or (v) in the event of a material breach by the other party of any of the representations, warranties, covenants or commitments under the Combination Agreement if such breach has resulted or could reasonably be expected to result in a material adverse effect, as described in the combination agreement In the event of termination of the combination agreement for certain reasons specified in the combination agreement, the parties have agreed to the payment of termination indemnity and cost coverage of an agreed amount

Cargotec’s Board of Directors has concluded that the consideration paid in the transaction is financially fair to Cargotec shareholders The Cargotec Board of Directors made its assessment after taking take into account several factors including, but not limited to, the fairness opinion of Advium Corporate Finance submitted to the Board of Directors of Cargotec on October 1, 2020

The Konecranes Board of Directors has concluded that the consideration paid in the transaction is financially fair to the shareholders of Konecranes The Konecranes Board of Directors made its assessment after reviewing considered several factors including, but not limited to, JP Morgan’s fairness opinion submitted to Konecranes board of directors on October 1, 2020

In order to support and finance the completion of the merger, Cargotec and Konecranes have entered into takeover and backup financing agreements with Nordea Bank Abp (“Nordea”) The merger financing agreements include a loan facility EUR 400,000,000 for Cargotec and EUR 935,000,000 in term credit facilities for Konecranes exclusively organized and subscribed by Nordea The facilities can be used to refinance existing debt of the companies in connection with the merger, potential cash repurchases of Konecranes shares as well as the additional distribution of Konecranes which is expected to be distributed prior to the completion of the merger.

Konecranes intends to seek certain consents and waivers with respect to its existing debt and such debt for which the required consents were obtained prior to the completion of the merger, together with the debt refinanced in this regard, will be transferred to the Company. future

Shareholders owning in total approximately 448 percent of the shares and approximately 763% of the votes of Cargotec, including Wipunen varainhallinta oy, Mariatorp Oy, Pivosto Oy, KONE Foundation, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company, and the shareholders holding in total approximately 274% of the shares and votes of Konecranes, including HC Holding Oy Ab, Solidium Oy, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, Holding Manutas Oy, Elo Mutual Pension Insurance Company and Security Trading Oy, have certain customary conditions, to attend the respective EGMs of Cargotec and Konecranes and to vote in favor of the merger

Cargotec is advised by Advium Corporate Finance Ltd as lead financial advisor, and Castrén & Snellman Attorneys Ltd and Freshfields Bruckhaus Deringer LLP as legal advisers Konecranes is advised by Access Partners Oy as lead financial advisor and JP Morgan Securities plc as financial advisor, and Hannes Snellman Attorneys Ltd and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisers In addition, Nordea Bank Abp acts as financial advisor to Cargotec on certain matters

The Presidents, CEOs and CFOs of Cargotec and Konecranes will host the following conferences to discuss the announcement today, October 1, 2020:

A joint analyst and investor call at 9:30 am-10:30am EEST The event will be hosted by CEOs and CFOs of companies and webcast at: http: // bitly / AnalystEvent_011020 The language of the event is English

It is also possible to attend the event by phone, please dial 5 to 10 minutes before the start of the event Phone numbers:

A joint press and press conference at 11 a.m.-noon EEST in Terassisali in Finlandiatalo, in Helsinki in Mannerheimintie 13 E The event will be organized by the presidents and CEOs of the two companies and broadcast at: http : // bitly / MediaEvent_011020 The event language is English

It is also possible to attend the event by phone, please dial 5 to 10 minutes before the start of the event Phone numbers:

Cargotec (Nasdaq Helsinki: CGCBV) Enables Smarter Freight Flow for Better Daily Life with State-of-the-Art Cargo Handling Solutions and Services Cargotec’s business lines Kalmar, Hiab and MacGregor are pioneers in their areas Thanks to their unique position in ports, at sea and on roads, they optimize global freight flows and create sustainable customer value Cargotec sales in 2019 totaled around EUR 3 billion and employ around 12,000 people wwwcargoteccom

Konecranes is a leading global group of lifting companies ™, serving a wide range of customers, including manufacturing and processing industries, shipyards, ports and terminals Konecranes provides lifting solutions improving productivity as well as services for lifting equipment of all brands In 2019, the Group’s turnover amounted to EUR 3 33 billion With MHE-Demag, the Group has around 17,300 employees in 50 countries Konecranes shares are listed on Nasdaq Helsinki (symbol: KCR) wwwkonecranescom

This press release is not an offer of merger consideration shares in the United States and it is not intended for distribution in the United States or the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law The merger consideration shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered in the United States or the United States. United, except under an applicable exemption or in connection with a transaction not subject to the Securities Act

This press release does not constitute an offer or invitation by or on behalf of Konecranes or Cargotec, or any other person, to purchase any securities

This press release does not constitute a notification to an EGM or a merger and listing prospectus Any decision regarding the proposed merger by statutory absorption of Konecranes into Cargotec should be taken solely on the basis of the information to be contained in the notices to the Konecranes and Cargotec EGM, if applicable, and in the merger and merger-related listing prospectus as well as on an independent analysis of the information therein.You should consult the merger and listing prospectus for information more complete information on Konecranes, Cargotec, their respective subsidiaries, their respective titles and the merger

This press release contains « forward-looking statements » which are based on current plans, estimates, projections and expectations and are not guarantees of future performance They are based on certain expectations and assumptions which, although they seem reasonable to the at this time, may prove to be incorrect Shareholders should not rely on these forward-looking statements Many factors could cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in forward-looking statements Neither Konecranes, Cargotec, nor any of their respective affiliates, advisers or representatives or any other person undertakes to review or confirm or publicly publish any revision of any forward-looking statement to reflect events that occur or circumstances that arise after the date of this version

This press release includes estimates relating to the expected synergy benefits of the merger and business combination of Konecranes and Cargotec and related integration costs, which have been prepared by Konecranes and Cargotec and are based on a number assumptions and judgments These estimates present the expected future impact of the merger and combination of the business activities of Konecranes and Cargotec on the business, financial position and results of operations of the merged company Assumptions about the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could result in the actual synergy benefits of the merger and consolidation. consolidation of commercial activities of Konecranes and Cargotec, if any, and the associated integration costs differ materially from the estimates in this release In addition, there can be no certainty that the merger will be completed in the manner and within the timeframe described in this release, or not at all

Nordea Bank Abp acts as financial advisor to Cargotec on certain matters outside the United States and no one else in connection with the matters referred to herein, and will not be liable to anyone other than Cargotec for providing the protections granted to clients of Nordea Bank Abp, or for giving advice in connection with the transaction or any matter or arrangement mentioned in this press release

The board of directors of Cargotec Corporation (“Cargotec” or the “acquiring company”) and the board of directors of Konecranes Plc (“Konecranes” or the “merging company”) propose to extraordinary general meetings of the respective companies that the general meetings would decide on the merger of Konecranes into Cargotec by a merger by absorption, so that all the assets and liabilities of Konecranes are transferred without liquidation proceedings to Cargotec, as set out in this merger plan (the “merger plan « , Including the annexes) (the » Merger « )

Immediately prior to the registration of the completion of the Merger, Cargotec will conduct a 3 for 1 split of its class B shares and class A shares. The split has been described in more detail in section  of the present merger plan Konecranes shareholders will receive, after the aforementioned demerger, merger consideration 20,834 new class B shares and 03,611 new class A shares of Cargotec for each share held in Konecranes In the event that the number of shares of Cargotec received by a Konecranes shareholder as consideration for the merger is a mixed number, the fractions will be rounded to the nearest whole number and the fractional rights will be aggregated and sold in public negotiation on the official list of Nasdaq Helsinki Ltd (« Nasdaq Helsinki ») for the benefit of Konecranes shareholders entitled to these fractions The merger consideration has been described in more detail in section  of this merger plan

The merger will be carried out in accordance with the provisions of Chapter 16 of the Finnish Companies Act (624/2006, as amended) (the “Finnish Companies Act”) and section 52a of the Finnish Act on corporate income tax (360/1968, as amended)

Konecranes is a public limited company, whose shares are listed on Nasdaq Helsinki

Cargotec is a public limited company, with two classes of shares, class A shares (“A shares”) and class B shares (“B shares”). B shares are listed on the official list of Nasdaq Helsinki and the A Shares are at the date of this Merger Plan unlisted but will be listed in the context of the Merger

Konecranes and Cargotec are hereinafter jointly referred to as the « Parties » or « Companies participating in the merger » and, each individually, a « Party » or « Company participating in the merger »

The companies participating in the merger entered into a business combination agreement on October 1, 2020 regarding the merger of the business activities of the companies participating in the merger through a merger by legal absorption of Konecranes into Cargotec in accordance with Finnish Companies Act and this merger plan (the “merger agreement”)

The aim of the merger is to create a global leader in sustainable material flows, with many valuable brands in contact with customers who strengthen its position in all its activities in industries, factories, ports, road and sea handling The merger should create geographic value; offering of products and services; employee; customer; and shareholder outlook The combined company is expected to build on the expertise of both companies and the combination will provide benefits for all stakeholders The combined company aims to be a leader in sustainable material flow through its vision of decarbonization, safety, productivity and efficiency as well as maximization of the lifetime value of equipment and solutions. of its customers

In addition, the merger is expected to generate shareholder value through complementary strengths, increased R&D scale, global top talent and cost synergies By combining the offerings of the two companies, the combined company should be better positioned to provide customers with integrated services, equipment, engineering and systems optimization, resulting in solutions that are of greater value to the customer than the sum of their parts

It is proposed to modify articles 2, 5, 6, 9 and 12 of the articles of association of the acquiring company within the framework of the registration and subject to the completion of the merger to read as follows:

The Company operates in various enterprises to enable the facilitation of efficient material flow The Company also operates in the metallurgical industry, mainly in the mechanical and electrical engineering industries, engaging in the trade of industry products metallurgy and related industrial and commercial activities In addition, the Company may engage in the purchase, sale, holding and management of real estate and securities

The Board of Directors of the Company is made up of a minimum of six (6) and a maximum of twelve (12) members The general assembly elects the president and may elect the vice-president of the board of ‘administration The term of office of Council members ends at the end of the first Annual General Meeting following their election

The board of directors elects the general manager and may elect the deputy general manager

The Company has a minimum of one (1) and a maximum of two (2) auditors The auditor must be an auditing firm approved by the Patent and Registration Office with a certified public accountant as auditor responsible

The mandate of the auditors elected by the annual general assembly lasts until the end of the annual general assembly following their election

If the vote takes place at the general meeting of shareholders, the chairman of the meeting determines the method of voting

The articles of association of the acquiring company, including the above modifications, are attached to this merger plan as Annex 1

The board of directors of the acquiring company will propose to a general meeting of shareholders of the acquiring company to meet before the date of registration of the execution of the merger (the “effective date”) that article 1 of the articles of association of the acquiring company be amended as part of the registration and subject to the execution of the merger to contain a new name of the company resulting from the merger and its translations, if applicable

According to the proposed articles of association of the acquiring company, the acquiring company must have a board of directors composed of a minimum of six (6) and a maximum of twelve (12) members The number of members of the board d The administration of the acquiring company will be confirmed conditionally and the members of the board of directors will be elected conditionally by a general meeting of shareholders of the acquiring company to be held before the effective date The two decisions will be conditional on the execution of the Merger.The term of office of these members of the board of directors will begin on the date of entry into force and will expire at the end of the first annual general meeting of the acquiring company following the date of ‘Coming into force

The board of directors of the acquiring company will propose to a general meeting of shareholders of the acquiring company to be held before the effective date that the number of members of the board of directors of the acquiring company be eight (8) and that Christoph Vitzthum, currently chairman of the board of directors of the merging company, be conditionally elected as chairman of the board of directors of the receiving company, Tapio Hakakari, Ilkka Herlin, Kaisa Olkkonen and Teuvo Salminen, each member of the board of directors of the acquiring company, be conditionally elected to continue to serve on the board of directors of the acquiring company and Janina Kugel, Ulf Liljedahl and Niko Mokkila, each currently being a member of the board of directors of the company merged, be conditionally elected as new members of the board of directors of the acquiring company for the term beginning in the date of entry into force and expiring at the end of the first Meeting of the acquiring company after the date of entry into force

The board of directors of the acquiring company, after consultation with the nominating board of the shareholders of the merging company, will also propose to a general meeting of shareholders of the acquiring company to be held before the effective date a resolution on the remuneration of the members of the board of directors of the acquiring company, including the remuneration of the members of the relevant board committees to be created, for the period beginning on the date of entry into force Annual remuneration of the members to be elected is paid in proportion to the duration of their mandate Otherwise, the resolutions on the compensation of the Board of Directors taken by the Ordinary General Meeting of the Acquiring Company held on May 27, 2020 will remain in force unchanged

The term of office of the members of the board of directors of the acquiring company not conditionally elected to continue to serve on the board of directors of the acquiring company for the term beginning on the effective date ends on the date of ‘Coming into force

The term of office of the members of the board of directors of the merged company ends on the effective date Members of the board of directors of the merging company will receive reasonable remuneration for the preparation of the final accounts of the company merged

The board of directors of the acquiring company, after consultation with the nominating board of shareholders of the merging company, may modify the aforementioned proposal concerning the election of the members of the board of directors of the acquiring company, if or more of the proposed persons would not be available for election at the general meeting of shareholders of the acquiring company to be held before the effective date by reason of his resignation or otherwise If a proposed member of the board of administration which was appointed by the board of directors of the merged company was not available for election at the relevant general meeting of shareholders of the acquiring company to be held before the effective date due of his or her resignation or otherwise, the board of directors of the merging company, after consultation of the nomination and remuneration committee of the company absorbing company, may replace that proposed member and, at the request of the board of directors of the amalgamating company, the board The directors of the receiving company should, to the extent possible under applicable regulations, modify its proposal to comply at the

The auditor of the acquiring company will retain its functions and the merger will not affect the resolution previously adopted regarding the remuneration of the auditor However, the merging company and the acquiring company may agree jointly solicit bids from reputable audit firms In such a case, the acquiring company and the acquiring company will jointly agree, on the basis of the offers received, on a proposal to a general meeting of shareholders of the acquiring company to be convened before the effective date concerning the appointment of the auditor to sit at a term starting at the earliest on the date of entry into force, subject to the execution of the merger

The Board of Directors of the Acquiring Company, after consultation with the Board of Nominations of Shareholders of the Absorbed Company, may, if necessary, convene an additional General Meeting of Shareholders after the General Meeting of Shareholders adopting the resolutions referred to below. above in this Section  to decide to supplement or modify the composition or the remuneration of the board of directors of the acquiring company or to replace the auditor of the acquiring company, in each case before the date of entry into force, always provided however that the resolutions on these supplements or the modifications must comply with the principles set out in the preceding paragraphs

The board of directors of the acquiring company will propose to a general meeting of shareholders of the acquiring company to be held before the effective date the creation of a shareholders nomination board and the adoption of the shareholders nomination charter Advice as indicated in Annex 2

The board of directors of the acquiring company will appoint a person to be agreed with the board of directors of the amalgamating company as the president and chief executive officer of the acquiring company with their consent before the date of entry into force. vigor The agreement of the President and Chief Executive Officer, which must be in accordance with usual practice, will come into force on the effective date In the event that this person to be appointed resigns or must be replaced by another person before the effective date, the boards of directors of the acquiring company and the merging company will agree on the appointment of a new president and chief executive officer

As part of the merger, the board of directors of the acquiring company will propose to a general meeting of shareholders of the acquiring company to be held before the effective date to authorize the board of directors of the acquiring company to issue new shares without payment to the shareholders of the acquiring company in proportion to their existing holding by issuing two (2) new A shares for each A share and two (2) new B shares for each B share New shares will be issued in the same manner without payment to the acquiring company for its own shares Based on the number of shares at the date of this merger plan, a total of 19,052,178 new A shares and a total of 110,364,158 new B shares will be issued The total number of shares of the Acquiring Company would then be 194124504 shares divided into 28578267 A Shares and 165546237 B Shares The new A and B Shares will be issued immediately before the registration of the execution of the Merger

The Board of Directors of the Acquiring Company may propose to a General Meeting of Shareholders to be convened before the Effective Date that the General Meeting of Shareholders replace the authorization to issue shares decided by the Meeting General of March 19, 2019 by a new authorization when the maximum amount of shares that can be issued under such an authorization will be increased in proportion to the stock split It is proposed that the authorization enter into force on the date of entry into force and the remainder until the expiration of the first annual general meeting following the date of entry into force

The shareholders of the Absorbed Company will receive, after the share split referred to in section  above, merger consideration 20,834 new B shares and 03,611 new A shares of the acquiring company for each share they hold in the amalgamating company (the “Merger Consideration”) For illustrative purposes, the Merger Consideration will be issued to the shareholders of the acquiring company in proportion to their existing ownership so that the shareholders of the amalgamating company receive 75 new B shares and 13 new A shares of the acquiring company for every 36 shares they hold in the merging company Pursuant to Chapter 16, Section 16, subsection 3 of the Finnish Companies Act, the shares of the merging company held by the merging company or the acquiring company do not entitle the holder to the consideration for the fusion

In the event that the number of shares received by a shareholder of the merging company as merger consideration is a fractional number, the fractions will be rounded down to the nearest whole number Fractional rights to new shares of the acquiring company will be consolidated and sold in public negotiation on Nasdaq Helsinki and the proceeds will be distributed to the shareholders of the merging company entitled to receive these fractional rights in proportion to the holding of these rights. fractional All costs related to the sale and distribution of fractional rights are the responsibility of the acquiring company

There are two (2) categories of shares in the acquiring company The shares of the acquiring company have no par value The total number of shares in the acquiring company is at the date of this merger plan 64708168 shares divided into 55182079B Actions and 9526089 ActionsA

The allocation of the merger consideration is based on the stake in the merging company at the end of the last trading day preceding the effective date The final total number of shares of the acquiring company issued as merger consideration will be determined on the basis of the number of shares of the acquiring company held by the shareholders, other than the acquiring company itself, at the end of the day preceding the effective date This total number of shares issued will be rounded to the nearest whole share On the date of this Merger Plan, the Absorbed Company holds 87,447 treasury shares Based on the situation on the date of this Merger Plan, the total number of shares of the Absorbing Company to be issued in respect of the Counterparty of Merger would therefore be 193444184 shares divided into 164868731 B and 28 Shares575453 A Shares after the registration of the demerger of the A Shares and B Shares of the Acquiring Company, as indicated in section  above and section  (I) below

Apart from the merger consideration to be issued in the form of new shares of the acquiring company and the proceeds from the sale of fractions of rights, no other consideration will be distributed to the shareholders of the acquiring company

The merger consideration was determined based on the relationship between the valuations of the merging company and the acquiring company The determination of value was made by applying generally used valuation methods The determination of value was based on stand-alone valuations of the companies participating in the merger, including a market-based valuation adjusted for company-specific factors

Based on their respective relative valuation determination, which is supported by a loyalty opinion received by each of the merging and acquiring companies from their respective financial advisers, the board of directors of the merged company and the board of directors of the merged company and the board of directors. administration of the acquiring company The acquiring company has concluded that the consideration paid in the merger is fair from a financial point of view to the shareholders of the acquiring company and the shareholders of the acquiring company, respectively

The merger consideration will be distributed to the shareholders of the amalgamating company on the effective date or as soon as reasonably practicable thereafter

The merger consideration will be distributed in the securities system held by Euroclear Finland Oy The merger consideration payable to each shareholder of the merged company will be calculated, using the exchange ratio indicated in section  above, on the basis of the number of shares of the company resulting from the merger recorded in each separate registration account of each shareholder at the end of the last trading day preceding the date of entry into force The consideration of merger will be distributed automatically and no action is required from the shareholders of the amalgamating company in this regard The new shares of the acquiring company distributed within the framework of the merger consideration will carry all the rights of the shareholders from the date of their registration.

The merging company has not issued any option rights or other special rights conferring rights to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act

The Merged Company has nine (9) long-term share-based incentive plans under which the share-based rewards have not been paid in full as of the date of this Merger Plan: Plan Performance Shares 2018-2020, Performance Action Plan 2019 – 2021, Performance Action Plan 2020-2022, Employee Share Savings Plan 2016-2020, Employee Share Savings Plan 2017 -2021, Employee Stock Savings Plan 2018-2022, Employee Stock Savings Plan 2019-2023, Employee Stock Savings Plan 2020-2021, the Restricted Share Unit Plan 2017 and performance share plan 2017 – 2021 for the CEO

The board of directors of the merging company shall, subject to the merger agreement and section  below, decide on the impact of the merger on these incentive plans in accordance with their terms and conditions before the effective date

The share capital of the acquiring company is 64,304,880 EUR The share capital of the absorbing company will be increased by 13695120 EUR in connection with the registration of the execution of the Merger, after which the share capital of the Acquiring Company will be 78000000 EUR The increase in the shareholders’ equity of the Acquiring Company, insofar as it exceeds the amount to be recorded in the share capital, will be recognized as an increase in the reserve for invested equity not subject to restrictions in accordance with section  below. below

In the Merger, all assets, liabilities and liabilities (including known, unknown and contingent) as well as agreements and commitments and related rights and obligations of the Merging Company, and any element which replaces or replaces such item, will be transferred to the receiving company

The Merger must be carried out by applying the acquisition method using the book values ​​The assets and liabilities in the closing accounts of the acquired company are recorded at their book value in the appropriate asset and liability items of the balance sheet of the acquiring company in accordance with the Finnish Accounting Law (1336/1997, as amended) and the Finnish Accounting Decree (1339/1997, as amended), with the exception of items relating to receivables and payables between the company absorbing and merging company; these claims and debts will be extinguished during the merger

The equity of the acquiring company will be constituted within the framework of the merger by applying the acquisition method so that the amount corresponding to the book value of the net assets of the acquiring company is recognized as a reserve for capital own invested without restrictions of the acquiring company Company with the exception of the increase in share capital as described in section 

A description of the assets, liabilities and equity of the Absorbed Company and an illustration of the post-Merger balance sheet of the Acquiring Company are attached to this Merger Plan in Appendix 3

The final effects of the Merger on the balance sheet of the Acquiring Company will be determined on the basis of the circumstances and the laws and regulations governing the preparation of financial statements in Finland (the “Finnish Accounting Standards”) on the Effective Date. force of the Merger

From the date of this merger plan, each of the parties will continue to operate in the normal course of business and in a manner consistent with the previous practice of the party concerned, unless the parties do not specifically agree otherwise

Except as stated in this Merger Plan or in the Combination Agreement or as otherwise specifically agreed by the parties, the Amalgamating Company and the Acquiring Company will not resolve any issues during the merger process (whether such matters are ordinary or extraordinary) that would affect the equity or number of outstanding shares of the relevant company, including, but not limited to, business acquisitions and divestitures, share issues, rights issuance rights to shares, the acquisition or disposal of own shares, distributions of dividends, changes in the share capital, or any comparable share, or take or undertake to take such measures, at the exception of:

in each case listed above in subsections (A) and (B), as agreed in more detail and in accordance with the combination agreement

For the sake of clarity, the acquiring company may, subject to the prior written consent of the merging company, amend its articles of association in other respects, as indicated in section  above

Neither the amalgamating nor the acquiring company issued any capital loans, as defined in Chapter 12, Section 1 of the Finnish Companies Act

At the date of this merger plan, the acquiring company or its subsidiaries do not hold and the merging company undertakes not to acquire (and to prevent its subsidiaries from acquiring) shares of the acquiring company and the acquiring company does not hold and agrees not to acquire shares of the amalgamating company, unless the parties agree otherwise in writing

At the date of this Merger Plan, the Absorbed Company holds 87,447 treasury shares None of the companies participating in the merger has a parent company

As of the date of this Merger Plan, the following commercial mortgage loans, as defined in the Finnish Commercial Mortgage Law (634/1984, as amended), relate to the assets of the merging company: six (6) promissory notes, numbers 1 -6, dated June 23, 1994, with a nominal value of EUR 840,939 each63

With the exception of certain incentive and retention agreements for the managing directors of the merging company and the acquiring company (“CEO”), no special benefits or rights, each within the meaning of the Finnish Law on companies, will only be granted in connection with the merger to any member of the board of directors, CEOs or auditors of the amalgamating or acquiring company, or to auditors issuing statements on this merger plan

It is proposed that the remuneration of the auditors issuing their declaration on this merger plan and the remuneration of the auditor of the merging company be paid in accordance with an invoice approved by the board of directors of the acquiring company in the event the auditor of the acquiring company and by the board of directors of the acquiring company in the case of the auditor of the acquiring company The auditor of the acquiring company will issue a declaration referred to in chapter 16, section 4, sub- section 1 of the Finnish Companies Act to the acquiring company and the auditor of the acquiring company will make such declaration to the acquiring company

The scheduled effective date, i.e. the scheduled date of registration of the execution of the merger, is January 1, 2022 (effective registration time approximately at 12:01 a.m.) , subject however to the fulfillment of the preconditions in accordance with the Companies Law and the conditions for the completion of the merger set out below in section 

The effective date may change if, among other things, the execution of the measures described in this merger plan takes a shorter or longer time than what is currently estimated, or if the circumstances related to the merger also require a change in timing or if the boards of directors of the companies participating in the merger jointly decide to file the merger for registration before or after the scheduled registration date

The acquiring company will request the listing of the new shares to be issued by the acquiring company as part of a merger transaction for public trading on the Nasdaq Helsinki For the purposes of the merger and the listing of the new shares at issue by the acquiring company as merger counterparty, a merger prospectus will be published by the acquiring company before the extraordinary general meetings of the acquiring company and the merging company, respectively, resolution of the merger Trading of the new shares will begin at the effective date or as soon as reasonably possible thereafter

Trading in the shares of the merging company on Nasdaq Helsinki is expected to cease at the end of the last trading day before the effective date and the shares of the merged company are expected to cease to be listed on Nasdaq Helsinki from the date of entry into force, at the latest

This merger plan (including applicable annexes) has been prepared and executed in Finnish and translated into English In addition, a Swedish translation of the merger plan will be prepared and made available prior to the extraordinary general meetings of the company absorbing company and the amalgamating company, respectively, deciding on the merger In the event of any discrepancy between the Finnish version and the unofficial translations in English and Swedish, the Finnish version shall prevail

The execution of the Merger is conditional on satisfaction or, to the extent permitted by applicable law, on the waiver of each of the conditions set out below:

As part of the completion of the merger, the auxiliary trade names indicated in appendix 4 are registered for the acquiring company

All employees of the Acquiring Company will be transferred to the Acquiring Company within the framework of the execution of the Merger as of right as so-called former employees

Any dispute, controversy or claim between the parties arising out of or relating to this merger plan, or the transactions contemplated herein, or the violation, termination or validity thereof, shall be finally settled. by arbitration in accordance with the arbitration rules of the Finnish Chamber of Commerce The number of arbitrators is three (3) Konecranes will appoint one (1) arbitrator and Cargotec will appoint one (1) arbitrator In the event of default by a party to appoint such arbitrator appointed by the party, the Arbitration Institute of the Finnish Chamber of Commerce will make the appointment at the request of the other party The third arbitrator, who will act as chairman of the arbitral tribunal, will be appointed by the Arbitration Institute of the Finnish Chamber of Commerce unless the two arbitrators appointed by the parties reach an agreement on the arbitrator to appoint chairman within fourteen (14) days of the appointment of the latter arbitrator appointed by the parties The seat of the arbitration is Helsinki, Finland The language of the arbitration will be English

The Parties agree that the arbitral tribunal may, at the request of either Party, decide by an interim arbitral award a separate issue in dispute if the delivery of an award on other matters dispute depends on the rendering of such a provisional decision arbitration award

The boards of directors of the companies participating in the merger are jointly authorized to decide on technical changes to this merger plan or its annexes, as may be required by the authorities or otherwise deemed appropriate by the boards of administration

This merger plan was carried out in two (2) identical counterparties, one (1) for the merging company and one (1) for the acquiring company

The Company operates in various enterprises to enable the facilitation of efficient material flow The Company also operates in the metallurgical industry, mainly in the mechanical and electrical engineering industries, engaging in the trade of industry products metallurgy and related industrial and commercial activities In addition, the Company may engage in the purchase, sale, holding and management of real estate and securities

In accordance with a decision of the general meeting of shareholders, both categories of shares or only category B shares may be issued within the framework of a rights issue

When the two classes of shares are issued, these two classes of shares will be offered in their previous proportion, in which case the class A shares give their holders the right to subscribe only to class A shares and class B shares give them the right to subscribe for class B shares only

In dividend distribution, class B shares pay a higher dividend than class A shares The difference between dividends paid on the two classes of shares is a minimum of one (1) cent and a maximum of two and a half cents

At the general meeting of shareholders, class A shares carry the right to one vote and each complete set of ten class B shares carry the right to one vote, but in such a way that each shareholder has one vote at least

On the basis of an offer submitted by the Board of Directors, a holder of a Class A share has the right to submit a request that the Class A share (s) he owns be converted into a class B share at a ratio of 1: 1 This offer by the Board of Directors will be delivered to the holders of Class A shares by mail, using the addresses entered in the Company’s Register of Shareholders Any complaint relating to said conversion will be presented in writing to the Board of Directors of the Company, indicating the shares that the shareholder wishes to convert At the expiration of the said offer, the board of directors will immediately convert the shares on the basis of the claims presented thereafter, the conversion will be immediately notified to the commercial register for registration The conversion takes effect as soon as the registration has been made

The Board of Directors of the Company is made up of a minimum of six (6) and a maximum of twelve (12) members The general assembly elects the president and may elect the vice-president of the board of ‘administration The term of office of Council members ends at the end of the first Annual General Meeting following their election

The board of directors elects the general manager and may elect the deputy general manager

The Chairman of the Board and the Chief Executive Officer individually or two members of the Board may together represent the company

The Company has a minimum of one (1) and a maximum of two (2) auditors The auditor must be an auditing firm approved by the Patent and Registration Office with a certified public accountant as auditor responsible

The mandate of the auditors elected by the annual general assembly lasts until the end of the annual general assembly following their election

The notice of the general meeting must be published on the website of the company, at the earliest three (3) months before the date of registration of the meeting and at the latest three (3) weeks before the meeting, provided that the date of publication must be at least nine (9) days before the date of recording of the meeting

To be authorized to attend the general meeting, a shareholder must inform the Company within the time limit indicated in the notice convening the general meeting set by the board of directors, which may be at the earliest ten (10) days before the meeting

If the vote takes place at the general meeting of shareholders, the chairman of the meeting determines the method of voting

Any dispute resulting from the application of the law on companies and these statutes between the Company, on the one hand, and the board of directors, any member of the board, the chief executive officer, the statutory auditor or any shareholder , on the other hand, must be submitted to arbitration, as prescribed by the Company Law and the Arbitration Law

[●] The shareholders nominating board of Plc (the company) (the nominating board) is a governing body appointed by the shareholders of the company to prepare and present proposals on the number, election and remuneration of the members of the board of directors of the company at the annual general meeting, and if necessary extraordinary, of the company

The nominating board should ensure that the board of directors of the company and its members have sufficient expertise, knowledge and experience to meet the needs of the company

The Appointments Board has been established until further notice until the general meeting of the company decides otherwise

The Nomination Committee is made up of four members The Chairman of the Company’s Board of Directors participates in the work of the Nomination Committee as an expert without the right to participate in the decision making of the Nomination Committee

The members of the Appointments Board are appointed so that the shareholder whose shares give the most votes in the Company (the shareholder with the most votes) has the right to appoint one member and the three shareholders who hold the most B shares of the Company, but are not the shareholder with the highest voting right, each have the right to appoint a member

The number of shares held by shareholders is determined on the basis of the register of shareholders of the company in accordance with the situation on the last day of August of each year

The following principles will also be applied when determining the shareholders entitled to appoint the members of the Nominating Board:

If the shares held by two shareholders give the same number of votes or if two shareholders have the same number of shares and it is not possible for both shareholders to appoint members, the chairman of the board will the administration of the company will draw lots which shareholder will be appointed

Each year, the chairman of the board of directors must request each of the four major shareholders determined as set out above to appoint a member of the nominating board before the last day of September A shareholder may appoint a member of the board of directors of the company which is not the chairman of the board of directors acting as an expert on the appointing board If a shareholder does not exercise his right of appointment, the right is transferred to the shareholder on more important next who would not otherwise have this right

The chairman of the board of directors will convene the first meeting of the nomination committee, during which the nomination committee will appoint its own chairman from among its members The member nominated by the shareholder with the highest voting right is appointed chairman of the appointments board, unless the appointments board unanimously decides otherwise The chairman of the board cannot be the chairman of the nominating board

A member appointed by a shareholder must resign from the Nominations Board if the holdings of the nominating shareholder change during the term of the Nominations Board such that said shareholder is no longer one of the ten main shareholders of the Company In such a situation, the Nominations Council must request the appointment of a new member by the next largest shareholder, determined on the day of the request, who has not appointed a member to the Nominations Council

Shareholders who have appointed a nominating board member have the right to change their name at any time

The Company will publish the composition of the Appointments Board and any change in composition in a stock market press release

The mandate of the members of the nomination committee ends each year with the appointment of new members of the nomination committee

Members of the Nominations Board (including the Chairman of the Board of Directors acting as an expert) are not remunerated for their membership of the Nominations Board Travel expenses of members (including the chairman of the board directors acting as expert) will be compensated in accordance with the Company’s travel policy against receipts

Meetings of the nomination committee will be called by the chairman of the nomination committee

The Nominating Committee will have a quorum when more than half of its members are present The Nominations Committee will not make a decision unless all of its members have had the opportunity to participate in the case To avoid any ambiguity, the presence of the chairman of the board of directors of the company, who acts as an expert on the nominations board, is not taken into account when determining the quorum

The nomination committee must take its decisions unanimously If unanimity cannot be reached, the Nominations Board must immediately inform the Board of Directors of the Company

Minutes must be kept of all decisions of the nomination committee The minutes must be dated, numbered and kept reliably The chairman of the nomination committee and at least one member of the nomination committee sign the minutes -verbal

The task of the Chairman of the Appointments Board is to direct the work of the Appointments Board so that the Appointments Board effectively achieves its objective and takes into account the expectations of shareholders and the interests of the Company

The Nominating Board will prepare the proposal for the composition of the board of directors at the annual general meeting of the Company and, if necessary, at the extraordinary general meeting However, each shareholder of the Company may also make their own proposals directly to the general meeting in accordance with the law on limited liability companies

The Nominating Committee may hear the shareholders of the Company in the preparation of the proposal and call on external advisers to find and assess the candidates The Company will bear the costs of the external advisers provided that these costs have been approved by the Company in advance

When preparing the proposal for the composition of the new board or new directors, the Nominating Board has the right to receive the results of the annual assessment of the activities of the board of directors, important information relating to the ‘independence of the candidates for the board of directors as well as other information reasonably necessary by the Nomination Committee for the preparation of its proposal

The board of directors of the company must have sufficient expertise and collectively sufficient knowledge and experience in the fields falling within the field of activity and activity of the company Each member of the board of directors must be able to devote sufficient time for his duties

In order to ensure sufficient expertise, the Nomination Committee must take into account the applicable legislation and other applicable regulations and, where applicable, the principles of the Finnish Code on Corporate Governance

The Nominations Board must submit its proposals to be made at the general meeting to the board of directors of the Company no later than the last day of January preceding the annual general meeting

If a matter to be prepared by the Appointments Board is to be resolved at an extraordinary general meeting, the Appointments Board should seek to submit its proposal to the Board of Directors of the Company in sufficient time to be included in the notice of the general meeting

The Nomination Committee’s proposals will be published in a stock market press release and included in the notice to attend the General Assembly The Nomination Committee will present its proposals and their justifications to the General Assembly

If the Appointments Board has not submitted proposals for the matters (or any of them) that the Appointments Board is responsible for preparing for the Board of Directors of the Company on the aforementioned dates, these missing proposals will be prepared and presented to the general board meeting of the company

The members of the Nominations Board and the shareholders who appointed the members must keep confidential information concerning the proposals to be presented to the general meeting until the Nominations Board has made its final decision and the Company published the proposals This confidentiality obligation also extends to other confidential information received in the context of the work of the Nomination Committee and will remain in effect until the Company has published this information

The chairman of the nominating board or the chairman of the board of directors may, at their discretion, propose to the board of directors of the company that the company enter into separate confidentiality agreements with a shareholder or the member of the board of directors. nominations nominated by her

The Appointments Council will annually review the content of this charter and propose to the general meeting to make the necessary changes. The Nomination Committee is authorized to carry out updates and modifications of a technical nature to this charter itself.However, major modifications, such as changes in the number and method of appointment of members of the Nominations Council , must be decided by the general assembly

Description of the assets, liabilities and equity and valuation of the absorbed company and preliminary presentation of the balance sheet of the acquiring company

The illustrative merger balance sheet of the acquiring company below is based on the balance sheets of Cargotec and Konecranes as of June 30, 2020 and illustrates the application of the acquisition method using the carrying values ​​for the recording of the merger on the balance sheet of the acquiring company Konecranes balance sheet information has been aligned with Cargotec’s accounting principles The final effects of the merger on the balance sheet of the acquiring company will be determined based on the balance sheet position and Finnish accounting standards in force on the effective date, the illustrative balance sheet information presented here is therefore only indicative and subject to change

The illustrative merger report of the acquiring company presented above does not take into account, among others, the group’s contributions, the distributions of funds, with the exception of the distributions of funds mentioned in note 2, which can be paid before the effective date, any structural transactions to be consumed before the Merger or the transaction costs related to the Merger which could all have a significant impact on the merger balance sheet of the Acquiring Company and on the assets and liabilities of the Absorbed Company before the completion of the Merger

As part of the registration and subject to the execution of the merger, the following auxiliary trade name is registered for the acquiring company:

In addition, as part of the registration and subject to the execution of the Merger, and subject to a decision of the General Meeting of Shareholders of the acquiring company to change the name of the acquiring company before the effective date, the following auxiliary trade name is registered for the receiving company:

The following key financial information of Cargotec is taken from Cargotec’s January-June 2020 unaudited half-year financial report and the audited consolidated financial statements for years 2019 and 2018, prepared in accordance with IFRS

The following Konecranes key financial information is taken from Konecranes’ January-June 2020 unaudited half-year financial report and from the audited consolidated financial statements for the years 2019 and 2018, prepared in accordance with IFRS

This stock exchange release also contains alternative performance measures selected on a combined basis.These alternative performance measures may not be comparable to similarly titled measures, as presented by other companies or between Cargotec and Konecranes Alternative performance measures are not audited

The combined comparable EBITDA, EBITDA and operating profit presented here for illustrative purposes have been calculated as follows:

1) The presentation of comparable EBITDA and comparable operating income has been aligned between Cargotec and Konecranes, so the comparable figures historically published by Cargotec have been adjusted to also exclude the impacts of the purchase price allocation

2) The share of net income of associates and joint ventures presented by Konecranes below operating income has been reclassified to be presented above operating income to align with Cargotec’s presentation Items affecting comparability declared by Konecranes for the period January-June 2020 have been reclassified accordingly to include the impact of the revaluation of its previously held stake in MHE-Demag

3) Illustrative combined operating profit does not include purchase price allocation impacts such as amortization and impairment of fair value adjustments on non-current assets or other accounting impacts acquisition to be recognized when Cargotec and Konecranes are combined under IFRS and is therefore not representative of the future operating results of the future company

4) Items significantly affecting comparability, including i) Restructuring costs such as termination costs, impairments of non-current assets and inventories, divestitures of companies related to restructuring and other restructuring costs , and ii) Other items affecting comparability such as M&A gains and losses, acquisition and integration costs, including costs related to the proposed merger, capital gains and losses, write-downs and write-backs related to assets, insurance benefits and charges related to legal proceedings

5) Impacts on costs related to the allocation of the purchase price of fair value adjustments on inventories acquired and amortization and depreciation related to fair value adjustments on intangible and tangible fixed assets (“PPA impacts”) Among these, only the impacts on the costs of fair value adjustments on acquired inventories (“PPA impacts on inventories”) have an impact on comparable EBITDA

The combined net interest-bearing debt presented here for guidance has been calculated as follows:

1) The illustrative interest-bearing combined liabilities have been adjusted with the additional distribution of funds to Konecranes shareholders of 2 EUR00 per share which is proposed to be distributed before the combination is finalized

2) Illustrative combined cash and cash equivalents have been adjusted with the dividend distribution of Cargotec and Konecranes for the year 2019 paid after June 30, 2020

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Cargotec, Konecranes

News from around the world – FI – Cargotec and Konecranes to merge to create a global leader in sustainable material flow


SOURCE: https://www.w24news.com

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