Hiab Oyj

Annual Report • Dec 3, 2020

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Basis of Compilation

General

The following pro forma combined financial information (the "Pro Forma Information") is presented for illustrative purposes only to give effect to the Merger of Cargotec and Konecranes to Cargotec's financial information as if the Merger had been completed at an earlier date. The Pro Forma Information is unaudited. Any capitalised terms not defined in the following shall have the meanings assigned to them in the English Prospectus to be made available on or about 4 December 2020.

The pro forma combined statement of income for the nine months ended 30 September 2020 and for the year ended 31 December 2019 give effect to the Merger as if it had occurred on 1 January 2019. The pro forma combined balance sheet as at 30 September 2020 gives effect to the Merger as if it had occurred on that date.

The Pro Forma Information has been compiled in accordance with the Annex 20 to the Commission Delegated Regulation (EU) 2019/980 and on a basis consistent with the accounting principles applied by Cargotec in its consolidated financial statements prepared in accordance with IFRS. The Pro Forma Information has not been compiled in accordance with Article 11 of Regulation S-X under the US Securities Act or the guidelines established by the American Institute of Certified Public Accountants.

The Pro Forma Information has been presented for illustrative purposes only. The Pro Forma Information addresses a hypothetical situation and is not therefore necessarily indicative of what the Future Company's financial position or financial performance actually would have been had the Merger been completed as of the dates indicated. Further, the Pro Forma Information does not purport to project the operating results or financial position of the Future Company as of any future date. In addition, the Pro Forma Information does not reflect any cost savings, synergy benefits or future integration costs that are expected to be generated or may be incurred as a result of the Merger.

The Pro Forma Information reflects adjustments to the historical financial information to give pro forma effect to events that are directly attributable to the Merger and are factually supportable. They include certain assumptions related to the fair value of the purchase consideration, the fair valuation of the net assets acquired, accounting policy alignments, financing arrangements and other events related to the Merger, described in the accompanying notes below, that the management believes are reasonable under the circumstances. Considering the ongoing regulatory approval processes which restrict Cargotec's access to detailed data of Konecranes and the fact that the final accounting measures of the Merger can only be done at the Effective Date, the pro forma adjustments presented herein are preliminary and based on information available at this time. The Pro Forma Information is subject to change, among others, due to the final fair value of the purchase consideration being determined based on the then-current fair value of Cargotec's class A and B shares as at the Effective Date and the final purchase price allocation being based on the fair values of Konecranes' assets acquired and liabilities assumed as at the Effective Date. Further, Cargotec is able to conduct a detailed review of Konecranes' accounting policies only after the Effective Date due to restrictions on information sharing before the Merger. There can be no assurance that the assumptions used in the preparation of the Pro Forma Information or presenting Konecranes' financial information in the Pro Forma Information in Cargotec's presentation format will prove to be correct. The actual results of the Merger may materially differ from the assumptions used and the pro forma adjustments reflected in the Pro Forma Information. Further, the accounting policies to be applied by the Future Company in the future may differ from the accounting policies applied in the Pro Forma Information.

Combination of Cargotec and Konecranes through the Merger

The Boards of Directors of Cargotec and Konecranes have, on 1 October 2020, agreed upon the combination of the two companies by signing the Combination Agreement and the Merger Plan, according to which Konecranes shall be merged into Cargotec through a statutory absorption merger in accordance with the Finnish Companies Act whereby all assets and liabilities of Konecranes shall be transferred without a liquidation procedure to Cargotec, creating the new Future Company. The Boards of Directors of Cargotec and Konecranes have, on 2 November 2020, proposed that the Extraordinary General Meetings of Cargotec and Konecranes convened to be held on 18 December 2020 would resolve on the Merger in accordance with the Merger Plan and approve the Merger. For information on the conditions to the completion of the Merger in the Combination Agreement and the Merger Plan, see "Merger of Cargotec and Konecranes – Merger Plan – Conditions for the Merger", "Merger of Cargotec and Konecranes – Combination Agreement" in the Prospectus, and the Merger Plan, which is attached to the Prospectus as Appendix D. Furthermore, the completion of the Merger

requires that the Combination Agreement has not been terminated in accordance with its provisions, and that the execution of the Merger is registered with the Finnish Trade Register. The planned Effective Date, i.e. the date of registration of the execution of the Merger with the Finnish Trade Register, is 1 January 2022, however, subject to the fulfilment of the preconditions in accordance with the Finnish Companies Act and the conditions for the completion of the Merger included in the Combination Agreement and the Merger Plan.

Prior to or in connection with the completion of the Merger, Cargotec will effect a 3 for 1 share split, where Cargotec will issue new shares without payment to its shareholders in proportion to their existing shareholding 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 new shares to be issued to Cargotec for its treasury shares. Upon the completion of the Merger (and after the share split referred to above), the shareholders of Konecranes will, with the exception of those Konecranes' shareholders who demand the redemption of their shares and vote against the Merger at the Extraordinary General Meeting of Konecranes deciding on the Merger, receive 0.3611 new class A shares and 2.0834 new class B shares in Cargotec as Merger Consideration Shares for each share they hold in Konecranes. On the date of this Prospectus, the total number of Merger Consideration Shares is expected to be approximately 193,444,184 shares divided into 28,575,453 class A shares and 164,868,731 class B shares (excluding treasury shares held by Konecranes, which do not entitle to the Merger Consideration, and assuming that none of Konecranes' shareholders will demand redemption of their shares at the Extraordinary General Meeting of Konecranes deciding on the Merger). For pro forma purposes, the total number of the Merger Consideration Shares is expected to be 193,444,184 (after the share split and calculated based on the number of shares outstanding in Konecranes as at the date of this Prospectus). On the date of this Prospectus, the preliminary total number of the Future Company's shares would be 387,568,688 shares.

In accordance with the Combination Agreement, the Board of Directors of Konecranes will propose to a general meeting of shareholders to be held before the completion of the Merger to distribute an extra distribution of funds in the total amount of approximately EUR 158 million, corresponding to EUR 2.00 per share, to Konecranes' shareholders before the combination is completed, which will be paid in addition to the ordinary distribution(s). For pro forma purposes, the maximum amount of this extra distribution of funds has been assumed to be distributed by Konecranes prior to the Effective Date.

In order to support and finance the completion of the Merger, Cargotec and Konecranes have entered into re- and backup financing agreements with Nordea. The Merger financing arrangements comprise a EUR 300 (originally 400) million term credit facility for Cargotec and EUR 835 (originally 935) million term credit facilities for Konecranes, which Nordea has undertaken to arrange in full. The financing arrangement is exclusively arranged by Nordea. Cargotec and Konecranes have reduced and are able to reduce the credit amounts of re- and back-up financing agreements with Nordea. The facilities may be used to refinance the companies' existing indebtedness in connection with the Merger, cash redemptions of shares that may be demanded by Konecranes' shareholders in connection with the Merger as well as Konecranes' approximately EUR 158 million extra distribution of funds that has been agreed to be carried out prior to the completion of the Merger. For pro forma purposes, of these agreements the term loan of EUR 160 million is assumed to be as drawn to illustrate the financing of Konecranes extra distribution of funds.

The Merger will be accounted for as a business combination at consolidation using the acquisition method of accounting under the provision of "IFRS 3 – Business Combinations", with Cargotec determined as the acquirer of Konecranes. The acquisition method of accounting applies the fair value concepts defined in "IFRS 13 – Fair Value Measurement", and requires, among other things, that the identifiable assets acquired and liabilities assumed in a business combination are recognised at their fair values as of the acquisition date, with any excess of the purchase consideration over the fair value of the identifiable net assets acquired recognised as goodwill. In accordance with IFRS, the fair value of the Merger Consideration Shares to be issued by Cargotec as the purchase consideration transferred in the acquisition will be measured on the Effective Date at the then-current fair value of Cargotec's class A and B shares. The preliminary purchase price allocation presented herein has been made solely for the purpose of preparing this Pro Forma Information and it is based on Konecranes' unaudited consolidated balance sheet information as at 30 September 2020 and closing price of EUR 29.88 of Cargotec's class B share on Nasdaq Helsinki on 4 November 2020 adjusted for the share split.

For pro forma purposes, it has been expected that in the Merger of Cargotec and Konecranes, all assets and liabilities of Konecranes are transferred without a liquidation procedure to Cargotec as set forth in the Merger Plan. There can be no assurance that the required competition approvals would not be subject to commitments, undertakings or remedies, which a party or the parties are obliged to execute prior to the completion of the Merger.

The Pro Forma Information does not reflect any possible tax impacts, such as transfer taxes, that may arise from the changes in asset ownership in certain jurisdictions. Based on the initial review the management expects that the deferred tax assets historically recorded on Konecranes' tax loss carry-forwards would survive in the Merger, and this assumption has been used in the Pro Forma Information.

Other minor acquisitions of Cargotec and Konecranes

Both Cargotec and Konecranes have executed several acquisitions during 2019 and 2020 that have affected the companies' historical results of operations since the date of the acquisitions. The Pro Forma Information does not reflect the pro forma effect of these acquisitions as if those acquisition would have taken place as at 1 January 2019 as their impact is not considered to be material in the Pro Forma Information. For more information on these acquisitions can be found from Cargotec's and Konecranes' audited consolidated financial statements as at and for the year ended 31 December 2019 and unaudited interim reports as at and for the nine months ended 30 September 2020 incorporated by reference into this Prospectus.

Historical financial information

The Pro Forma Information has been derived from the following historical financial information that is incorporated by reference into this Prospectus:

• Cargotec's audited consolidated financial statements as at and for the year ended 31 December 2019 and unaudited interim report as at and for the nine months ended 30 September 2020;
• Konecranes' audited consolidated financial statements as at and for the year ended 31 December 2019 and unaudited interim report as at and for the nine months ended 30 September 2020.

Other considerations

All amounts in the Pro Forma Information are rounded and presented in millions of euros unless otherwise indicated. Thus, in certain situations, the sum of the amounts in columns or rows may not conform exactly to the total amount presented for a column or row.

Independent auditor's assurance report on the compilation of the Pro Forma Information is attached to this Prospectus as Appendix C.

Unaudited pro forma statement of income for the nine months ended 30 September 2020

	For the nine months ended 30 September 2020
		Konecranes		Future
	Cargotec	reclassified	Merger	Company
(MEUR, unless otherwise indicated)	historical	(Note 1)	(Note 2)	pro forma
Sales	2,390.6	2,242.1	-	4,632.7
Cost of goods sold	-1,863.1	-1,689.1	1.4	-3,550.8
Gross profit	527.5	553.0	1.4	1,081.9
Other operating income	39.7	5.1	-	44.9
Total operating expenses1)	-428.0	-429.5	-51.7	-909.2
Restructuring costs	-91.1	-37.9	-	-129.0
Share of associated companies' and joint ventures' net income	4.6	20.9	-	25.5
Operating profit	52.8	111.7	-50.3	114.1
Financing income	2.4	4.1	-	6.6
Financing expenses	-25.3	-21.8	1.8	-45.3
Income before taxes	29.9	94.1	-48.5	75.4
Income taxes	-28.5	-26.3	12.9	-41.9
Net income for the period	1.4	67.7	-35.6	33.5
Net income for the period attributable to:
Equity holders of the parent	1.6	67.5	-35.6	33.5
Non-controlling interest	-0.2	0.2	-	0.0
Total	1.4	67.7	-35.6	33.5
Earnings per share for profit attributable to the equity holders of the parent:
Basic earnings per share (after the share split), EUR				0.09

___________________ 1) Total of selling and marketing expenses, research and development expenses, administration expenses and other operating expenses.

Refer to the accompanying notes to the Pro Forma Information

Unaudited pro forma statement of income for the year ended 31 December 2019

	For the year ended 31 December 2019
(MEUR, unless otherwise indicated)	Cargotec historical (audited)	Konecranes reclassified (Note 1)	Merger (Note 2)	Future Company pro forma
Sales	3,683.4	3,326.9	-	7,010.2
Cost of goods sold	-2,810.3	-2,478.3	-14.1	-5,302.7
Gross profit	873.1	848.6	-14.1	1,707.5
Other operating income	33.5	10.9	-	44.3
Total operating expenses1)	-647.1	-610.0	-147.2	-1,404.3
Restructuring costs	-80.1	-100.7	-	-180.8
Share of associated companies' and joint ventures' net income	0.6	4.5	-	5.1
Operating profit	180.0	153.2	-161.3	171.9
Financing income	4.0	2.5	-	6.5
Financing expenses	-38.1	-37.2	-6.4	-81.7
Income before taxes	145.9	118.5	-167.7	96.7
Income taxes	-56.5	-35.7	38.8	-53.5
Net income for the period	89.4	82.8	-129.0	43.2
Net income for the period attributable to:
Equity holders of the parent	89.4	81.0	-129.0	41.4
Non-controlling interest	0.0	1.8	-	1.9
Total	89.4	82.8	-129.0	43.2
Earnings per share for profit attributable to the equity holders of the parent:
Basic earnings per share (after the share split), EUR				0.11

___________________ 1) Total of selling and marketing expenses, research and development expenses, administration expenses and other operating expenses

Refer to the accompanying notes to the Pro Forma Information

Unaudited pro forma balance sheet as at 30 September 2020

	As at 30 September 2020
(MEUR)	Cargotec historical	Konecranes reclassified (Note 1)	Merger (Note 2)	Future Company pro forma
ASSETS
Non-current assets
Goodwill	1,025.4	1,018.8	320.0	2,364.1
Other intangible assets	258.1	552.3	756.6	1,567.0
Property, plant and equipment	446.4	354.6	13.3	814.3
Investments in associated companies and joint ventures	53.7	6.3	-	60.1
Share investments	38.4	0.8	-	39.3
Loans receivable and other interest-bearing assets	26.6	-	-	26.6
Deferred tax assets	125.5	119.7	-1.9	243.2
Derivative assets	0.0	0.0	-	0.0
Other non-interest-bearing assets	11.5	-	-	11.5
Total non-current assets	1,985.6	2,052.5	1,087.9	5,126.0
Current assets
Inventories	704.2	778.2	13.6	1,496.0
Loans receivable and other interest-bearing assets	1.5	0.7	-	2.2
Income tax receivables	27.8	37.4	11.0	76.2
Derivative assets	13.7	24.3	-	38.0
Accounts receivable and other non-interest-bearing assets	801.6	688.8	-	1,490.4
Cash and cash equivalents	378.0	522.4	-59.2	841.2
Total current assets	1,926.9	2,051.7	-34.6	3,944.0
Total assets	3,912.4	4,104.2	1,053.4	9,070.0
EQUITY
Total equity attributable to the equity holders of the parent	1,291.9	1,198.9	695.2	3,186.0
Non-controlling interest	2.3	8.6	-	10.9
Total equity	1,294.2	1,207.5	695.2	3,196.9
LIABILITIES
Non-current liabilities
Interest-bearing liabilities	1,082.9	937.0	170.3	2,190.3
Deferred tax liabilities	40.1	149.4	189.2	378.7
Pension obligations	110.8	280.9	-	391.7
Provisions	6.4	17.2	-	23.6
Derivative liabilities	0.0	-	-	0.0
Other non-interest-bearing liabilities	64.0	5.1	-	69.1
Total non-current liabilities	1,304.2	1,389.7	359.5	3,053.4
Current liabilities
Current portion of interest-bearing liabilities	141.6	48.0	-	189.6
Other interest-bearing liabilities	32.9	280.8	-	313.7
Provisions	99.0	153.0	-	252.0
Advances received	242.5	417.7	-	660.3
Income tax payables	19.0	16.8	-	35.7
Derivative liabilities	8.9	7.4	-	16.3
Accounts payable and other non-interest-bearing liabilities	770.2	583.3	-1.3	1,352.2
Total current liabilities	1,314.0	1,507.0	-1.3	2,819.7
Total equity and liabilities	3,912.4	4,104.2	1,053.4	9,070.0

Refer to the accompanying notes to the Pro Forma Information

Notes to the Pro Forma Information

Note 1 – Reclassified historical financial information of Konecranes

Cargotec has performed a preliminary review of Konecranes' accounting policies and financial statement presentation, primarily based on publicly available information, to determine whether any adjustments are necessary to ensure comparability in the Pro Forma Information. Based on this review, certain reclassifications have been made to the amounts presented in Konecranes' historical information to align with Cargotec's accounting policies and financial statement presentation.

Cargotec has historically presented expenses in its statement of income by function, while Konecranes has presented expenses by their nature. Certain reclassifications were made to align Konecranes' historical statement of income information with Cargotec's financial statement presentation. As the ongoing regulatory approval processes restrict Cargotec's access to Konecranes' detailed data, the reclassifications made herein are based on certain assumptions and estimates that the management believes are reasonable under the circumstances, for example Konecranes has not historically presented subtotal gross profit and certain preliminary assumptions have been made to reclassify Konecranes' expenses as cost of goods sold for the calculation of gross profit. Also, in order to align the presentation of expenses, the presentation format of the statement of income on a pro forma basis is more condensed than the presentation format of Cargotec's historical statement of income. For pro forma purposes, the statement of income line item total operating expenses combines Cargotec's historical line items selling and marketing expenses, research and development expenses, administration expenses and other operating expenses.

Further, share of associate companies' and joint ventures' result presented by Konecranes below operating profit has been reclassified above operating profit to align with Cargotec's presentation and accounting policies.

Upon completion of the Merger, Cargotec will conduct a detailed review of Konecranes' accounting policies and financial statement presentation. As a result of that review, the Future Company may identify additional accounting policy or financial statement presentation differences between the companies that, when conformed, could have further impact on the Future Company's financial information. Further, the accounting policies to be applied by the Future Company in the future may differ from the accounting policies applied in the Pro Forma Information.

The following tables set forth the reclassifications made to align Konecranes' historical statement of income information for the nine months ended 30 September 2020 and for the year ended 31 December 2019 and Konecranes' historical balance sheet information as at 30 September 2020 with Cargotec's financial statement presentation.

			Reclassification adjustments in the pro forma statements of income for the periods presented

		For the nine months ended		For the year ended
		30 September 2020			31 December 2019
			Konecranes	Konecranes		Konecranes
	Konecranes	Reclassifi	reclassified	historical	Reclassifi	reclassified
(MEUR)	historical	cations	(Note 1)	(audited)	cations	(Note 1)
Sales	2,242.1	-	2,242.1	3,326.9	-	3,326.9
Cost of goods sold		-1,689.1	-1,689.1		-2,478.3	-2,478.3
Gross profit1)			553.0			848.6
Other operating income	6.4	-1.3	5.1	19.6	-8.7	10.9
Total operating expenses	-	-429.5	-429.5	-	-610.0	-610.0
Restructuring costs	-	-37.9	-37.9	-	-100.7	-100.7
Share of associated companies' and joint
ventures' net income	-	20.9	20.9	-	4.5	4.5
Materials, supplies and subcontracting	-992.2	992.2	-	-1,505.0	1,505.0	-
Personnel cost	-762.5	762.5	-	-1,080.7	1,080.7	-
Depreciation and impairments	-100.0	100.0	-	-123.6	123.6	-
Other operating expenses	-303.1	303.1	-	-488.5	488.5	-
Operating profit	90.8	20.9	111.7	148.7	4.5	153.2
Financing income	28.5	-24.4	4.1	2.5	-	2.5
Financing expenses	-46.2	24.4	-21.8	-37.2	-	-37.2
Share of associates' and joint ventures' result	20.9	-20.9	-	4.5	-4.5	-
Income before taxes	94.1	-	94.1	118.5	-	118.5
Income taxes	-26.3	-	-26.3	-35.7	-	-35.7
Net income for the period	67.7	-	67.7	82.8	-	82.8

___________________ 1) Gross profit has not been presented by Konecranes in its historical statements of income.

Reclassification adjustments in the pro forma balance sheet

	As at 30 September 2020
	Konecranes		Konecranes reclassified
(MEUR)	historical	Reclassifications	(Note 1)
Assets
Non-current assets
Goodwill	1,018.8	-	1,018.8
Other intangible assets	-	552.3	552.3
Property, plant and equipment	338.0	16.7	354.6
Investments in associated companies and joint ventures	-	6.3	6.3
Share investments	-	0.8	0.8
Deferred tax assets	119.7	-	119.7
Derivative assets	-	0.0	0.0
Intangible assets	544.3	-544.3	-
Advance payments and construction in progress	24.6	-24.6	-
Investments accounted for using the equity method Other non-current assets	6.3 0.8	-6.3 -0.8	- -
Total non-current assets	2,052.5	0.0	2,052.5
Current assets
Inventories	778.2	-	778.2
Loans receivable and other interest-bearing assets	-	0.7	0.7
Income tax receivables	37.4	-	37.4
Derivative assets	-	24.3	24.3
Accounts receivable and other non-interest-bearing assets Cash and cash equivalents	- 522.4	688.8 -	688.8 522.4
Accounts receivable	459.4	-459.4	-
Other receivables	35.6	-35.6	-
Loans receivable	0.7	-0.7	-
Receivable arising from percentage of completion method	119.9	-119.9	-
Other financial assets	24.3	-24.3	-
Deferred assets	73.8	-73.8	-
Total current assets	2,051.7	-0.0	2,051.7
Total assets	4,104.2	-	4,104.2
Equity
Total equity attributable to the equity holders of the parent	1,198.9	-	1,198.9
Non-controlling interest	8.6	-	8.6
Total equity	1,207.5	-	1,207.5
Liabilities
Non-current liabilities
Interest-bearing liabilities Deferred tax liabilities	937.0 149.4	- -	937.0 149.4
Pension obligations	-	280.9	280.9
Provisions	17.2	-	17.2
Other non-interest-bearing liabilities	-	5.1	5.1
Other long-term liabilities	286.0	-286.0	-
Total non-current liabilities	1,389.7	-	1,389.7
Current liabilities
Current portion of interest-bearing liabilities	-	48.0	48.0
Other interest-bearing liabilities	-	280.8	280.8
Provisions	153.0	-	153.0
Advances received	417.7	-	417.7
Income tax payables	16.8	-	16.8
Derivative liabilities	-	7.4	7.4
Accounts payable and other non-interest-bearing liabilities	-	583.3	583.3
Interest-bearing liabilities	328.7	-328.7	-
Accounts payable	211.1	-211.1	-
Other short-term liabilities (non-interest-bearing)	52.2	-52.2	-
Other financial liabilities	7.4	-7.4	-
Accrued costs related to delivered goods and services	144.8	-144.8	-
Accruals	175.2	-175.2	-
Total current liabilities	1,507.0	-	1,507.0
Total equity and liabilities	4,104.2	-	4,104.2

Note 2 – Merger

The Merger will be accounted for using the acquisition method of accounting where Cargotec acquires Konecranes. Under the acquisition method of accounting, purchase consideration is allocated to assets acquired and liabilities assumed based on their fair values as of the acquisition date. The excess of the estimated preliminary purchase consideration over the estimated fair value of the identifiable net assets acquired will be allocated to goodwill in this Pro Forma Information.

Cargotec has made a preliminary purchase consideration allocation based upon estimates that are believed to be reasonable. As the Merger has not yet been completed, all of the detailed valuation studies necessary to arrive at the required estimates of fair value for all of Konecranes' assets to be acquired and liabilities to be assumed have not been finalised. Upon the completion of the Merger, the Future Company will conduct a detailed valuation of all assets and liabilities as of the acquisition date at which point the fair value of acquired assets and assumed liabilities may materially differ from the amounts presented herein. For pro forma purposes, Konecranes' unaudited consolidated balance sheet information as at 30 September 2020 was used in the preliminary purchase price allocation presented below. The final fair values will be determined on the basis of assets acquired and liabilities assumed at the Effective Date.

The following tables set forth the Merger related pro forma adjustments comprising preliminary purchase consideration, the preliminary fair valuation of net assets including Konecranes' extra distribution of funds prior to the Effective Date and related drawdown of a new loan, estimated Merger related transaction costs and estimated costs for the Merger related financing arrangements for the periods presented.

		For the nine months ended 30 September 2020				For the year ended 31 December 2019
(MEUR)	Fair valuation of net assets (Note 2b)	Transac tion costs (Note 2c)	Financing arrange ments (Note 2d)	Merger (Note 2)	Fair valuation of net assets (Note 2b)	Transac tion costs (Note 2c)	Financing arrange ments (Note 2d)	Merger (Note 2)
Cost of goods sold	1.4	-	-	1.4	-14.1	-	-	-14.1
Gross profit	1.4	-	-	1.4	-14.1	-	-	-14.1
Total operating expenses	-57.0	5.3	-	-51.7	-85.8	-61.4	-	-147.2
Operating profit	-55.6	5.3	-	-50.3	-99.9	-61.4	-	-161.3
Financing expenses	1.8	-	-	1.8	3.0	-	-9.4	-6.4
Income before taxes	-53.8	5.3	-	-48.5	-96.9	-61.4	-9.4	-167.7
Income taxes	13.9	-1.1	-	12.9	24.6	12.3	1.9	38.8
Net income for the pe riod	-39.8	4.2	-	-35.6	-72.3	-49.1	-7.5	-129.0

Merger adjustments in the pro forma statements of income for the periods presented

Merger adjustments in the pro forma balance sheet

	As at 30 September 2020
(MEUR)	Purchase consideration (Note 2a)	Fair valuation of net assets (Note 2b)	Transaction costs (Note 2c)	Financing arrangements (Note 2d)	Merger (Note 2)
Assets
Non-current assets
Goodwill	-	320.0	-	-	320.0
Other intangible assets	-	756.6	-	-	756.6
Property, plant and equipment	-	13.3	-	-	13.3
Deferred tax assets	-	-2.6	0.6	-	-1.9
Total non-current assets	-	1,087.3	0.6	-	1,087.9
Current assets
Inventories	-	13.6	-	-	13.6
Income tax receivables	-	-	9.2	1.9	11.0
Cash and cash equivalents	-	0.4	-50.2	-9.4	-59.2
Total current assets	-	14.0	-41.0	-7.5	-34.6
Total assets	-	1,101.3	-40.4	-7.5	1,053.4
Equity
Total equity attributable to the equity holders
of the parent (Note 2e)	1,939.1	-1,198.9	-37.6	-7.5	695.2
Total equity	1,939.1	-1,198.9	-37.6	-7.5	695.2
Liabilities
Non-current liabilities
Interest-bearing liabilities	-	170.3	-	-	170.3
Deferred tax liabilities	-	189.2	-	-	189.2
Total non-current liabilities	-	359.5	-	-	359.5
Current liabilities
Accounts payable and other non-interest-bear
ing liabilities	1.6	-	-2.8	-	-1.3
Total current liabilities	1.6	-	-2.8	-	-1.3
Total equity and liabilities	1,940.7	-839.4	-40.4	-7.5	1,053.4

Note 2a – Purchase consideration

The purchase consideration is determined based on the fair value of the Merger Consideration Shares and the estimated fair value of the share-based incentive programmes of Konecranes allocated to pre-combination services.

The following table sets forth the preliminary estimate of the purchase consideration transferred to acquire Konecranes as if the acquisition occurred on 30 September 2020:

Pro forma preliminary estimate of the purchase consideration	(MEUR)
Preliminary estimate of fair value:
Cargotec's class B shares issued as Merger Consideration Shares (i)	1,642.1
Cargotec's class A shares issued as Merger Consideration Shares (i)	284.6
Konecranes' share-based incentive programmes (ii)	10.8
Konecranes' Merger related share-based incentive programme (iii)	3.1
Total pro forma preliminary estimate of the purchase consideration	1,940.7

The preliminary fair value estimate of the purchase consideration has been calculated based on the following assumptions:

• (i) The Merger Consideration is determined based on the fair value of the Merger Consideration Shares. The shareholders of Konecranes shall receive as Merger Consideration 2.0834 new class B shares and 0.3611 new class A shares in Cargotec for each share they hold in Konecranes (post share split). For pro forma purposes, the preliminary estimate of the fair value of the purchase consideration transferred in exchange of Konecranes corresponds to aggregate fair value of the total number of 193,444,184 Merger Consideration Shares (after the share split and calculated based on the number of shares outstanding in Konecranes as at the date of this Prospectus) expected to be issued (divided into 28,575,453 class A shares and 164,868,731 class B shares) based on the closing price of EUR 29.88 of Cargotec's class B share on Nasdaq Helsinki on 4 November 2020 adjusted for the impact of the share split. For pro forma purposes, the valuation of Cargotec's unlisted class A share is assumed to be equal to class B shares, thus the same share price has been used for preliminary fair valuation purposes for both class B shares and class A shares.
• (ii) Following the completion of the Merger, the unsettled share-based rewards earned under Konecranes' sharebased incentive programmes shall be settled in Cargotec's shares. The share-based incentive programme will have ongoing service and performance obligations subsequent to the Merger. The preliminary fair value of the pre-combination portion of the reward to be settled in Cargotec's shares is accounted for as purchase consideration in the Pro Forma Information.
• (iii) The preliminary fair value of the pre-combination portion of Konecranes' Merger related share-based incentive programme which will be settled with Cargotec's shares after the completion of the Merger is accounted for as purchase consideration in the Pro Forma Information. For more information, see "Information on Konecranes – Incentive schemes – New Transitional Restricted Share Unit Plan 2020" in the Prospectus.

In the pro forma balance sheet, EUR 1,925.4 million of the purchase consideration is recognised in reserve for invested non-restricted equity, EUR 13.7 million is recognised in share capital in accordance with the Merger Plan and EUR 1.6 million is recognised as accounts payable and other non-interest-bearing liabilities, reflecting the cash-settled portion of the Merger-related share-based incentive programme reward.

The preliminary purchase consideration reflected in the Pro Forma Information does not purport to represent the actual consideration to be transferred upon the completion of the Merger. In accordance with IFRS, the fair value of the Merger Consideration Shares to be issued by Cargotec as well as the fair value of the earned portion of the equity-settled and the cash-settled share-based incentive programme reward corresponding to the purchase consideration transferred in the acquisition will be measured on the Effective Date at the then-current fair value of Cargotec's class A and B shares. This requirement will likely result in a purchase consideration different from the amount used in the Pro Forma Information and that difference may be material. A change of 10 percent or 20 percent in Cargotec's class B share price would increase or decrease the pro forma merger consideration expected to be transferred by approximately EUR 193 million or EUR 385 million, respectively, which would be reflected in the Pro Forma Information as an increase or decrease to goodwill.

Note 2b – Fair valuation of net assets

The following table sets forth the preliminary fair valuation of acquired assets and assumed liabilities as at 30 September 2020:

		Fair valuation of net assets (Note 2b)
(MEUR)	Konecranes reclassified (Note 1)	Drawdown of new loan and distribu tion of funds	Fair valuation of net assets	Note	Acquired assets and assumed liabilities at fair value
Goodwill	1,018.8	-	-1,018.8	(i)	-
Other intangible assets	552.3	-	756.6	(ii), (iii)	1,308.9
Property, plant and equipment	354.6	-	13.3	(ii), (iii)	367.9
Investments in associated companies and joint ventures	6.3	-	-		6.3
Deferred tax assets	119.7	-	-2.6	(viii)	117.1
Inventories	778.2	-	13.6	(iv)	791.8
Loans receivable and other interest-bearing assets	0.7	-	-		0.7
Accounts receivable and other non-interest-bearing as sets	751.2	-	-		751.2
Cash and cash equivalents	522.4	0.4	-	(vi)	522.7
Interest-bearing liabilities	-1,265.8	-158.6	-11.7	(vi), (vii)	-1,436.1
Deferred tax liabilities	-149.4	-	-189.2	(viii)	-338.6
Pension obligations	-280.9	-	-		-280.9
Provisions	-170.2	-	-		-170.2
Accounts payable and other non-interest-bearing liabil ities	-1,030.3	-	-		-1,030.3
Net assets					610.5
Preliminary estimate of purchase consideration					1,940.7
Non-controlling interest					8.6
Goodwill (i)					1,338.8

The following table sets forth the statement of income impacts from the fair valuation of acquired assets and assumed liabilities for the nine months ended 30 September 2020 and for the year ended 31 December 2019:

For the nine months ended 30 September 2020
			Fair valuation of net assets (Note 2b)
(MEUR)	Elimina tion of old purchase price allocations (ii)	Deprecia tion and amortisa tion on fair value ad justments (iii)	Inventory fair value adjust ment (iv)	Kone cranes' existing share based incentive plans (v)	Drawdown of new loan (vi)	Fair valuation of Kone cranes' loans (vii)	Fair valuation of net assets (Note 2b)
Cost of goods sold	1.4	-	-	-	-	-	1.4
Gross profit	1.4	-	-	-	-	-	1.4
Total operating expenses	25.6	-82.3	-	-0.2	-	-	-57.0
Operating profit	27.0	-82.3	-	-0.2	-	-	-55.6
Financing expenses	-	-	-	-	-2.3	4.1	1.8
Income before taxes	27.0	-82.3	-	-0.2	-2.3	4.1	-53.8
Income taxes (viii)	-6.7	20.9	-	0.0	0.5	-0.8	13.9
Net income for the pe riod	20.3	-61.4	-	-0.1	-1.9	3.3	-39.8

				For the year ended 31 December 2019
		Fair valuation of net assets (Note 2b)
(MEUR)	Elimina tion of old purchase price allocations (ii)	Deprecia tion and amortisa tion on fair value ad justments (iii)	Inventory fair value adjust ment (iv)	Kone cranes' existing share based in centive plans (v)	Drawdown of new loan (vi)	Fair valuation of Kone cranes' loans (vii)	Fair valuation of net assets (Note 2b)
Cost of goods sold	-	-	-14.1	-	-	-	-14.1
Gross profit	-	-	-14.1	-	-	-	-14.1
Total operating expenses	24.7	-109.8	-	-0.7	-	-	-85.8
Operating profit	24.7	-109.8	-14.1	-0.7	-	-	-99.9
Financing expenses	-	-	-	-	-3.1	6.0	3.0
Income before taxes	24.7	-109.8	-14.1	-0.7	-3.1	6.0	-96.9
Income taxes (viii)	-6.6	27.9	3.7	0.1	0.6	-1.2	24.6
Net income for the pe riod	18.1	-81.9	-10.4	-0.6	-2.5	4.8	-72.3

(i) The goodwill recognised in the pro forma balance sheet represents the excess of the preliminary purchase consideration transferred over the preliminary fair value of the identifiable net assets acquired. The preliminary goodwill arising in the combination is mainly attributable to synergies and assembled workforce. Cargotec expects that the goodwill will not be tax-deductible.

For pro forma presentation purposes, the difference between Konecranes' existing goodwill and the preliminary goodwill amount arising in the combination is adjusted in the pro forma balance sheet.

• (ii) In the Pro Forma Information, the fair value adjustments of inventories, other intangible assets and property, plant and equipment arising from Konecranes' previous purchase price allocations have been eliminated. Accordingly, EUR 0.5 million has been eliminated from inventories, EUR 516.4 million from other intangible assets and EUR 2.8 million from property, plant and equipment in the pro forma balance sheet. In the pro forma statements of income, the inventory fair valuation adjustment and amortisation and depreciation expenses arising from previous purchase price allocations recognised in Konecranes' historical statements of income have been eliminated.
• (iii) The preliminary fair values of customer relationships, trademarks, technology and order book included in other intangible assets have been determined primarily through the use of income approach which requires an estimate or forecast of expected future cash flows. Either the multi-period excess earnings method or the relief-from-royalty method has been used as the income-based valuation method.

The following table sets forth the preliminary fair values of the identifiable other intangible assets and fair value adjustment to property, plant and equipment and the estimated average useful lives representing the amortisation/depreciation periods as well as the estimated amortisation/depreciation arising from fair valuation for the periods presented:

			Depreciation and amortisation arising
			from fair valuation
			For the nine	For the
	Preliminary	Estimated average	months ended	year ended
(MEUR, unless otherwise indicated)	fair valuation	useful life (years)	30 September 2020	31 December 2019
Customer relationships2)	769.0	15	38.5	51.3
Trademarks2), 4)	267.0	Indefinite	-	-
Technology2)	155.0	10	11.6	15.5
Order book2)	82.0	2	30.8	41.0
Others1)	35.9		-	-
Other intangible assets total2)	1,308.9		80.8	107.8
Property, plant and equipment3)	16.1	7-40	1.5	2.0
Total			82.3	109.8

1) Includes mainly software, other intangibles and advance payments. For these the carrying value is assumed to approximate fair value.

2) Represents the preliminary fair value of other intangible assets and related amortisation.

3) Represents the preliminary fair value adjustment of property, plant and equipment and related depreciation.

4) The trademark portfolio including among others Konecranes, Demag and Gottwald trademarks has been defined with indefinite useful life.

The amortisation and depreciation adjustments will have a continuing impact on the Future Company's results.

(iv) The preliminary fair value adjustment recorded to inventories in the pro forma balance sheet reflects the preliminary fair value of acquired inventories. Cargotec expects that the acquired inventory will turn over within one year and accordingly, the inventory fair value adjustment has been recorded as an expense in cost of goods sold in the pro forma statement of income for the year ended 31 December 2019.

The inventory fair valuation adjustment will not have a continuing impact on the Future Company's results or financial position.

• (v) Following the completion of the Merger, the unsettled share-based rewards earned under Konecranes' sharebased incentive plans shall be settled in Cargotec's shares. The portion of the fair value of the reward reflecting the post-combination services will be recorded as an expense over the remaining vesting period of the awards. Accordingly, pro forma adjustments reflecting the incremental expenses have been recognised in the pro forma statements of income for the nine months ended 30 September 2020 and for the year ended 31 December 2019. This adjustment will have a continuing impact on the Future Company's results and financial position until the vesting dates of the rewards.
• (vi) In the Pro Forma Information, the extra distribution of funds of approximately EUR 158 million to Konecranes' shareholders that Konecranes can distribute before the completion of the Merger in accordance with the Combination Agreement has been assumed to be distributed and paid. Accordingly, EUR 158.3 million has been deducted from Konecranes' reserve for invested non-restricted equity and cash and cash equivalents in the pro forma balance sheet. This adjustment will not have a continuing impact on the Future Company's financial position.

Konecranes has agreed with Nordea financing arrangements on a term loan facility which can be used to finance Konecranes' extra distribution of funds of approximately EUR 158 million proposed to be paid before the completion of the Merger. In the Pro Forma Information, this term loan facility of EUR 160 million is presented as drawn. The amount drawn (net of transaction costs) has been recognised as an increase in non-current interest-bearing liabilities and cash and cash equivalents in the pro forma balance sheet. The pro forma interest expenses arising from the term loan are recognised as financing expenses in the pro forma statements of income for both periods presented. The pro forma adjustments on the drawdown of this new loan will have a continuing impact on the Future Company's results and financial position.

(vii) The preliminary fair value adjustment has been recorded to non-current interest-bearing liabilities in the pro forma balance sheet to reflect the fair value of Konecranes' existing loans and a new term loan facility assumed to be drawn as described under item (vi) above. In the pro forma statements of income, the adjustments arising from the preliminary fair valuation of Konecranes' loans offset the financing expenses for the nine months ended 30 September 2020 and for the year ended 31 December 2019.

(viii) This adjustment represents the income tax impacts from the pro forma adjustments and estimated deferred tax liabilities and deferred tax assets related to the fair valuation of net assets reflected in the pro forma balance sheet (excluding adjustments related to goodwill, which is assumed to be non tax-deductible). Deferred tax impacts were calculated based on an assumed blended tax rate of 26.3 percent or by applying the Finnish corporate income tax rate of 20.0 percent, as applicable. The tax rates are based on preliminary assumptions related to the underlying jurisdictions in which the income or expense will be recorded. The effective tax rate of the Future Company could be significantly different depending on the post-acquisition activities, including cash needs, geographical mix of net income and tax planning strategies.

Note 2c – Transaction costs

The total estimated transaction costs of EUR 63.1 million to be incurred by Cargotec and Konecranes in connection with the Merger primarily comprise financial, legal and advisory costs, management bonuses and Merger related share-based incentive programmes of Cargotec and Konecranes in which the share rewards are conditional to the completion of the combination and will be settled with Cargotec's shares. For more information on Merger related share-based incentive programmes, see "Information on Cargotec – Share-based incentive programmes – Restricted Share Unit Programme 2020" and "Information on Konecranes – Incentive schemes – New Transitional Restricted Share Unit Plan 2020" in the Prospectus.

The estimated financial, legal and advisory costs of EUR 46.0 million and the estimated costs for management bonuses and incentive programmes of EUR 15.4 million have been recorded in total operating expenses in the pro forma statement of income for the year ended 31 December 2019. The transaction costs of EUR 5.3 million already recorded as expenses for the nine months ended 30 September 2020 have been eliminated from total operating expenses in the pro forma statement of income for that period.

The estimated costs for issuance and listing of the Merger Consideration Shares to be recognised directly in equity amount to EUR 1.7 million and have been deducted from reserve for invested non-restricted equity (EUR 1.3 million net of tax) in the pro forma balance sheet. The tax effect for the adjustment of EUR 0.3 million is included in the income tax receivables.

In the pro forma balance sheet, the unpaid portion of the estimated transaction costs, comprising financial, legal and advisory costs as well as management bonuses, totalling EUR 50.2 million have been deducted from cash and cash equivalents. The transaction costs of EUR 4.4 million already recorded as liabilities by Cargotec and Konecranes in their historical balance sheets as at 30 September 2020 have been eliminated from accounts payable and other non-interestbearing liabilities in the pro forma balance sheet. In addition, EUR 1.6 million from Cargotec's Merger related sharebased incentive programme has been recorded as a liability in accounts payable and other non-interest-bearing liabilities to reflect the cash-settled portion of the rewards as at the date of the pro forma balance sheet.

The tax impact from the transaction costs adjustment is calculated with the Finnish corporate income tax rate 20.0 percent. The transaction costs adjustment does not have a continuing impact on the Future Company's results or financial position.

The estimated transaction costs do not reflect any future integration costs that are expected to be incurred as a result of the Merger.

Note 2d – Financing arrangements

Cargotec and Konecranes have entered into back-up financing agreements to support and finance the completion of the Merger. In addition, Konecranes has received and intends to seek certain consents and waivers in respect of its existing indebtedness for such indebtedness to transfer to the Future Company if the requisite consents have been obtained prior to the completion of the Merger.

The pro forma adjustments related to the financing arrangements reflect the estimated consent and waiver fees and estimated costs of back-up financing agreements in connection with the Merger. These estimated costs are recorded as financing expenses in the pro forma statement of income for the year ended 31 December 2019. In the pro forma balance sheet, these expenses are presented as paid and is deducted from cash and cash equivalents. The tax impact from the adjustment has been calculated with the Finnish corporate income tax rate of 20.0 percent.

This adjustment does not have a continuing impact on the Future Company's results of financial position.

Note 2e – Equity structure

The following table sets forth the reconciliation of pro forma total equity attributable to the equity holders of the parent and illustrates adjustments to reflect the impacts of the Merger to the total equity attributable to the equity holders of the parent of the Future Company in the pro forma balance sheet.

	As at 30 September 2020
(MEUR)	Cargotec historical	Purchase considera tion (Note 2a)	Transaction costs (Note 2c)	Financing arrange ments (Note 2d)	Future Company pro forma
Share capital	64.3	13.71)	-	-	78.0
Share premium account	98.0	-	-	-	98.0
Translation differences	-102.7	-	-	-	-102.7
Fair value reserves	-5.3	-	-	-	-5.3
Reserve for invested non-restricted equity	57.4	1,925.4	-1.3	-	1,981.4
Retained earnings	1,180.3	-	-36.2	-7.5	1,136.6
Total equity attributable to the equity hold ers of the parent	1,291.9	1,939.1	-37.6	-7.5	3,186.0

___________________ 1) Increase in share capital is presented in accordance with the Merger Plan.

Note 3 – Pro forma earnings per share

Pro forma earnings per share is calculated by dividing the pro forma net income for the period attributable to equity holders of the parent by the pro forma weighted average number of shares outstanding as adjusted for the share split and for the Merger Consideration Shares.

The following table sets forth the pro forma earnings per share for the periods indicated:

	For the nine months ended 30 September 2020	For the year ended 31 December 2019
Pro forma net income for the period attributable to equity holders of the parent,
MEUR	33.5	41.4
Cargotec's weighted average number of shares outstanding – historical	64,406,652	64,357,804
Impact of share split on Cargotec's historical weighted average number of shares outstanding1)	128,813,304	128,715,608
Pro forma Merger Consideration Shares	193,444,184	193,444,184
Pro forma weighted average number of shares outstanding, basic	386,664,140	386,517,596
Basic pro forma earnings per share (after the share split), EUR	0.09	0.11

___________________ 1) Prior to or in connection with the completion of the Merger, Cargotec will effect a 3 for 1 split of its shares, where Cargotec will issue new shares without payment to its shareholders in proportion to their existing shareholding 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. For the calculation of pro forma earnings per share, the impact of the share split on Cargotec's historical weighted average number of shares outstanding is presented.

Note 4 – Additional pro forma information

Pro forma key figures

	For the nine months ended	For the year ended 31
(MEUR, unless otherwise indicated)	30 September 2020	December 2019	As at 30 Septem ber 2020
Sales	4,632.7	7,010.2
EBITDA	379.1	514.4
% of sales	8.2%	7.3%
Comparable EBITDA	468.0	767.6
% of sales	10.1%	10.9%
Operating profit	114.1	171.9
% of sales	2.5%	2.5%
Comparable operating profit	315.7	565.2
% of sales	6.8%	8.1%
Total assets			9,070.0
Total equity			3,196.9
Total liabilities			5,873.1
Interest-bearing net debt			1,823.6
Gearing, %			57.0%
Gearing, % (excluding lease liabilities)			47.5%
Equity to asset ratio, %			38.0%

Definitions of pro forma alternative performance measures and reasons for their use

In the Pro Forma Information, certain financial performance measures are presented, which, in accordance with the "Alternative Performance Measures" guidance issued by European Securities and Markets Authority (ESMA) are not accounting measures defined or specified in IFRS and are therefore considered as alternative performance measures. In connection with the Merger, the Future Company will define measures comparable EBITDA and comparable operating profit to exclude in addition to the items significantly affecting comparability also the impacts from the purchase price allocation. Historically, Cargotec has excluded only items significantly affecting comparability from its comparable operating profit and has not presented the measure comparable EBITDA.

The following table sets forth the pro forma alternative performance measures, their definition and the reasons for their use on a pro forma basis:

Alternative performance measure	Definition	Reason for use
EBITDA (MEUR and % of sales1))	Operating profit + depreciation, amortisa tion and impairment	Pro forma EBITDA reflects the business per formance excluding the impact of deprecia tion, amortisation and impairment.
Comparable EBITDA (MEUR and % of sales1)) Comparable operating	EBITDA + items significantly affecting comparability + purchase price allocation impacts included in EBITDA Operating profit + items significantly affect	Pro forma comparable EBITDA and pro forma comparable operating profit exclude the items significantly affecting comparability and pur chase price allocation impacts, making it eas
profit (MEUR and % of sales1))	ing comparability + purchase price alloca tion impacts	ier to compare the profitability of the business at different time periods.
Items significantly affecting comparability (MEUR)	Restructuring costs such as employment ter mination costs, impairments of non-current assets and inventories, restructuring-related disposals of businesses and other restructur ing costs, and other items affecting compa rability such as M&A related gains and losses, acquisition and integration costs in cluding costs related to contemplated Mer ger, capital gains and losses, impairments and reversals of impairments related to as sets, insurance benefits and expenses related to legal proceedings.	Factor used to calculate pro forma comparable operating profit and pro forma comparable EBITDA.

Purchase price alloca		Purchase price allocation related cost im	Factor used to calculate pro forma comparable
tion impacts (MEUR)		pacts of fair value adjustments on acquired	operating profit and pro forma comparable
		inventory and share-based incentive pro	EBITDA.
	grammes as well as amortisations and de
		preciations related to fair value adjustments
		on intangible assets and property, plant and
		equipment. Of these, only cost impacts of
		fair value adjustments on acquired inventory
		and share-based incentive programmes have
		impact on comparable EBITDA
Interest-bearing net		Interest-bearing liabilities (non-current in	Pro forma interest-bearing net debt represents
debt (MEUR)		terest-bearing liabilities + current portion of	the Future Company's pro forma indebtedness
		interest-bearing liabilities + current other in	and is a measure to monitor capital structure.
		terest-bearing liabilities) – interest-bearing
	receivables (non-current and current loans
	receivable and other interest-bearing assets)
	- cash and cash equivalents
Gearing (%)		Interest-bearing net debt	Pro forma gearing and pro forma gearing (ex
	= 100 x	Total equity	cluding lease liabilities) represent the Future
Gearing (%) (excluding		Interest-bearing net debt – lease	Company's indebtedness on a pro forma basis.
lease liabilities)	= 100 x liabilities
		Total equity
Equity to asset ratio (%)		Total equity	Used to measure solvency and describe the
	= 100 x	Total assets – advances re	share of the company's assets financed by eq
		ceived	uity.

1) Measure % of sales is calculated by dividing the measure in question by sales and multiplying with 100.

___________________

The following table sets forth the reconciliation of pro forma EBITDA, pro forma comparable EBITDA and pro forma comparable operating profit for the nine months ended 30 September 2020 and for the year ended 31 December 2019:

		30 September 2020	For the nine months ended		For the year ended 31 December 2019
(MEUR)	Cargotec historical	Kone cranes reclassi fied (Note 1)	Merger (Note 2)	Future Com pany pro forma	Cargotec historical	Kone cranes reclassi fied (Note 1)	Merger (Note 2)	Future Com pany pro forma
Operating profit	52.8	111.7	-50.3	114.1	180.01)	153.2	-161.3	171.9
Depreciation, amortisation and impairment	108.2	100.0	56.7	265.0	133.81)	123.61)	85.1	342.5
EBITDA	161.0	211.7	6.4	379.1	313.8	276.8	-76.2	514.4
Total restructuring costs	79.3	36.9	-	116.2	71.9	99.9	-	171.8
Costs related to the Merger	2.1	3.2	-5.3	-	-	-	61.4	61.4
Other items affecting com parability	-6.5	-21.0	-	-27.5	4.3	0.9	-	5.2
Total items affecting comparability	75.0	19.0	-5.3	88.7	76.2	100.8	61.4	238.4
Purchase price allocation impacts	-	1.4	-1.2	0.2	-	-	14.8	14.8
Comparable EBITDA	236.0	232.1	-	468.0	390.0	377.6	-	767.6
Operating profit	52.8	111.7	-50.3	114.1	180.01)	153.2	-161.3	171.9
Total restructuring costs	91.1	37.9	-	129.0	80.11)	100.7	-	180.8
Costs related to the Merger Other items affecting com	2.1	3.2	-5.3	-	-	-	61.4	61.4
parability	-6.5	-21.0	-	-27.5	4.3	0.9	-	5.2
Total items affecting comparability	86.8	20.0	-5.3	101.5	84.4	101.6	61.4	247.4

Purchase price allocation
impacts	17.5	27.0	55.6	100.0	21.4	24.7	99.9	145.9
Comparable operating
profit	157.0	158.7	-	315.7	285.8	279.5	-	565.2

1) Audited.

___________________

The following table sets forth the reconciliation of pro forma interest-bearing net debt, gearing, gearing (excluding lease liabilities) and equity to asset ratio:

	As at 30 September 2020
(MEUR, unless otherwise indicated)	Cargotec historical	Konecranes reclassified (Note 1)	Merger (Note 2)	Future Company pro forma
Interest-bearing net debt
Interest-bearing liabilities	1,257.4	1,265.8	170.3	2,693.5
Loans receivable and other interest-bearing assets	-28.1	-0.7	-	-28.8
Cash and cash equivalents	-378.0	-522.4	59.2	-841.2
Interest-bearing net debt	851.4	742.7	229.5	1,823.6
Gearing, %
Interest-bearing net debt	851.4	742.7	229.5	1,823.6
Total equity	1,294.2	1,207.5	695.2	3,196.9
Gearing, %	65.8%	61.5%	n/a	57.0%
Gearing, % (excluding lease liabilities)
Interest-bearing net debt	851.4	742.7	229.5	1,823.6
Lease liabilities included in interest-bearing liabilities	-174.8	-130.6	-	-305.3
Interest-bearing net debt excluding lease liabilities	676.6	612.1	229.5	1,518.3
Total equity	1,294.2	1,207.5	695.2	3,196.9
Gearing, % (excluding lease liabilities)	52.3%	50.7%	n/a	47.5%
Equity to asset ratio, %
Total equity	1,294.2	1,207.5	695.2	3,196.9
Total assets	3,912.4	4,104.2	1,053.4	9,070.0
Advances received	242.5	417.7	-	660.3
Equity to asset ratio, %	35.3%	32.8%	n/a	38.0%