Konecranes Oyj — Proxy Solicitation & Information Statement 2022

Feb 3, 2022

Proposals by the board of directors to the annual general meeting 2022

Proposals by the board of directors to the annual general meeting 2022

KONECRANES PLC STOCK EXCHANGE RELEASE February 3, 2022 at 09:15 am EET

Proposals by the board of directors to the annual general meeting 2022

The Board of Directors of Konecranes Plc (“Konecranes” or the “Company”) has
decided that the Annual General Meeting (the “AGM”) to be held on Wednesday 30
March 2022 at 10.00 am will be held with exceptional meeting procedures based on
the temporary legislative act to limit the spread of the Covid-19 pandemic
(375/2021).

The Annual General Meeting will be held without shareholders’ and their proxy
representatives’ presence at the meeting venue. This is necessary in order to
ensure the health and safety of the shareholders, employees and other
stakeholders of the Company as well as to organize the Annual General Meeting in
a predictable way, and allowing equal means for shareholders to participate.
This means that the shareholders of the Company and their proxy representatives
may participate in the meeting and exercise shareholder rights only through
voting in advance as well as by making counterproposals and presenting questions
in advance.

Shareholders will, in addition, be invited to attend an online virtual
shareholder event starting at 12.00 noon after the AGM, where shareholders will
be able to present questions to the Company’s management. Further information on
the event will be provided in connection with the notice to the AGM.

The Company will publish the notice to the AGM separately at a later stage. The
notice will include more detailed information on participation in the meeting,
making counterproposals and presenting questions, as well as voting.

In addition to the proposals of the Board of Directors presented below, the
proposals by the Shareholders’ Nomination Board to the AGM 2022 regarding the
number and election of Board members, the election of the Chairman of the Board
as well as Board member remuneration have been disclosed by a separate stock
exchange release on 28 January 2022.

Adoption of the annual accounts

The Board of Directors proposes that the Annual General Meeting adopts the
annual accounts.

Resolution on the use of the profit shown on the balance sheet and the payment
of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.88 per share be paid from the distributable assets of the parent Company.
The dividend will be paid to shareholders who on the record date of the dividend
payment 1 April 2022 are registered as shareholders in the Company’s
shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall
be paid on 11 April 2022.

Resolution to authorize the Board of Directors to resolve upon an extra
distribution of funds

On 1 October 2020, the Company and Cargotec Corporation (“Cargotec”) announced
that their respective Boards of Directors have signed a combination agreement
(the “Combination Agreement”) and a merger plan to combine the two companies
through a merger (the “Merger”). The Merger was approved by the Extraordinary
General Meetings of the respective companies on 18 December 2020.

The Board of Directors of the Company and Cargotec have in the Combination
Agreement agreed that the Company may, in addition to the ordinary distribution
set out above, propose that its Board of Directors would be authorized to
resolve upon an extra distribution of funds in the total amount of approximately
EUR 158 million, corresponding to EUR 2.00 per share, to the Company’s
shareholders before the Merger is completed.

Hence, the Company’s Board of Directors proposes to the Annual General Meeting
that the Annual General Meeting:

Renews the authorization, granted by the Annual General Meeting held on 30 March
2021, for the Board of Directors to resolve, before the completion of the
Merger, on an extra distribution of funds to be paid either from the Company’s
reserve for invested unrestricted equity as a return of equity or from its
retained earnings as a dividend or as a combination of both so that the total
maximum amount of funds to be distributed under the authorization would amount
to EUR 158,268,918, corresponding to EUR 2.00 per share.

The authorization would be in force until the opening of the following Annual
General Meeting of the Company.

The Company will publish its Board of Directors’ resolution to distribute funds
based on the authorization separately, and will simultaneously confirm the
applicable record and payment dates. Funds paid on the basis of the
authorization will be paid to shareholders who are registered as shareholders in
the Company’s shareholders’ register maintained by Euroclear Finland Oy on the
record date of the payment.

Presentation of the Remuneration Report

As participation in the Annual General Meeting is possible only in advance, the
Konecranes Remuneration Report covering the remuneration of the members of the
Board of Directors, the President & CEO and the Deputy CEO in 2021, which will
be published through a stock exchange release on 28 February 2022 at the latest,
is deemed to have been presented to the Annual General Meeting. The resolution
by the Annual General Meeting on approval of the Remuneration report is
advisory.

The Remuneration Report will also be available on the Company’s website
www.konecranes.com/agm202 (http://www.konecranes.com/agm2021)2 on 28 February
2022 at the latest.

Resolution on the remuneration of the auditor

Upon recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the remuneration for the auditor be paid
according to an invoice approved by the Company.

Election of auditor

Upon recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that Ernst & Young Oy be re-elected as the Company’s
auditor for a term expiring at the end of the Annual General Meeting following
the election. Ernst & Young Oy has informed the Company that APA Toni Halonen is
going to act as the auditor with the principal responsibility.

Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the Company’s own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the repurchase of the Company's own shares
and/or on the acceptance as pledge of the Company's own shares as follows.

The amount of own shares to be repurchased and/or accepted as pledge based on
this authorization shall not exceed 7,500,000 shares in total, which corresponds
to approximately 9.5 per cent of all of the shares in the Company. However, the
Company together with its subsidiaries cannot at any moment own and/or hold as
pledge more than 10 per cent of all the shares in the Company. Only the
unrestricted equity of the Company can be used to repurchase own shares on the
basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market.

The Board of Directors shall decide how own shares will be repurchased and/or
accepted as pledge. Own shares can be repurchased using, inter alia,
derivatives. Own shares can be repurchased otherwise than in proportion to the
shareholdings of the shareholders (directed repurchase).

Own shares can be repurchased and/or accepted as pledge to limit the dilutive
effects of issuances of shares carried out in connection with possible
acquisitions, to develop the Company's capital structure, to be transferred for
financing or realization of possible acquisitions, investments or other
arrangements belonging to the Company's business, to pay remuneration to Board
members, to be used in incentive arrangements or to be cancelled, provided that
the repurchase and/or acceptance as pledge is in the interest of the Company and
its shareholders.

The authorization is effective until the end of the next Annual General Meeting,
however no longer than until 30 September 2023.

Authorizing the Board of Directors to decide on the issuance of shares as well
as on the issuance of special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares as well as the
issuance of special rights entitling to shares referred to in chapter 10 section
1 of the Finnish Companies Act as follows.

The amount of shares to be issued based on this authorization shall not exceed
7,500,000 shares, which corresponds to approximately 9.5 per cent of all of the
shares in the Company.

The Board of Directors shall decide on all the conditions of the issuance of
shares and of special rights entitling to shares. The issuance of shares and of
special rights entitling to shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issuance). The authorization can also
be used for incentive arrangements, however, not more than 1,350,000 shares in
total together with the authorization in the following item.

The authorization is effective until the end of the next Annual General Meeting,
however no longer than until 30 September 2023. However, the authorization for
incentive arrangements is valid until 30 March 2027. This authorization revokes
the authorization for incentive arrangements given by the Annual General Meeting
2021.

Authorizing the Board of Directors to decide on the transfer of the Company’s
own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the transfer of the Company’s own shares as
follows.

The authorization is limited to a maximum of 7,500,000 shares, which corresponds
to approximately 9.5 per cent of all the shares in the Company.

The Board of Directors shall decide on all the conditions of the transfer of own
shares. The transfer of shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issuance). The Board of Directors can
also use this authorization to grant special rights concerning the Company's own
shares, referred to in Chapter 10 of the Companies Act. The authorization can
also be used for incentive arrangements, however, not with respect to more than
1,350,000 shares in total together with the authorization in the previous item.

This authorization is effective until the end of the next Annual General
Meeting, however no longer than until 30 September 2023. However, the
authorization for incentive arrangements is valid until 30 March 2027. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2021.

Authorizing the Board of Directors to decide on a directed issuance of shares
without payment, for an employee share savings plan

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on a directed issuance of shares without
payment needed for the continuation of the Share Savings Plan that the Annual
General Meeting 2012 decided to launch.

The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide on the issuance of new shares or on the transfer of own shares
held by the Company to such participants of the Share Savings Plan who,
according to the terms and conditions of the Plan, are entitled to receive
shares without payment, as well as to decide on the issuance of shares without
payment also to the Company itself. The Board of Directors proposes that the
proposed authorization includes a right, within the scope of this Share Savings
Plan, to transfer own shares currently held by the Company, which have earlier
been limited to other purposes than incentive plans. The number of new shares to
be issued or own shares held by the Company to be transferred may in the
aggregate amount to a maximum total of 500,000 shares, which corresponds to
approximately 0.6 per cent of all of the Company's shares.

The Board of Directors considers that there is an especially weighty financial
reason for the directed issuance of shares without payment, both for the Company
and in regard to the interests of all shareholders, since the Share Savings Plan
is intended to form part of the incentive and commitment program for the
Konecranes Group’s personnel.

The Board of Directors is entitled to decide on other matters concerning the
issuance of shares. The authorization concerning the issuance of shares is valid
until 30 March 2027. This authorization is in addition to the authorizations in
the previous items. This authorization replaces the authorization for the Share
Savings Plan given by the Annual General Meeting 2021.

Authorizing the Board of Directors to decide on donations

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on donations in the aggregate maximum amount of EUR
200,000 to be given to universities, institutions of higher education or to
other non-profit or similar purposes. The donations can be made in one or more
instalments. The Board of Directors may decide on the beneficiaries and the
amount of each donation. The authorization shall be in force until the closing
of the next Annual General Meeting.

FURTHER INFORMATION
Kiira Fröberg, Vice President, Investor Relations,
tel. +358 (0) 20 427 2050

Konecranes is a world-leading group of Lifting Businesses™, serving a broad
range of customers, including manufacturing and process industries, shipyards,
ports and terminals. Konecranes provides productivity enhancing lifting
solutions as well as services for lifting equipment of all makes. In 2021, Group
sales totaled EUR 3.2 billion. The Group has around 16,600 employees in 50
countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).

DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com