Konecranes Plc's Nomination and Compensation Committee's proposal for composition and compensation of the Board of Directors

PROPOSAL ON BOARD COMPOSITION

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Konecranes Plc’s Nomination and Compensation Committee proposes to the Annual General Meeting of Shareholders on March 26, 2015 the number of Board members be eight (8).

The Committee proposes that the following current Board members be re-elected as members of the Konecranes Board of Directors for a term until the close of the Annual General Meeting in 2016: Mr. Svante Adde, Mr. Stig Gustavson, Mr. Matti Kavetvuo, Ms. Nina Kopola, Mr. Bertel Langenskiöld, and Ms. Malin Persson.

Of the current members of the Board Mr. Tapani Järvinen and Mr. Mikael Silvennoinen have announced that they will not be available for re-election.

The Committee proposes that Mr. Ole Johansson and Mr. Christoph Vitzthum be elected as new members of the Board for the same term.

B.Sc. (Econ.) Ole Johansson, b. 1951, joined Wärtsilä Corporation in 1975 and held various positions in Finland, USA, France and Switzerland including those of Vice President, Wärtsilä Diesel Inc. and Wärtsilä Diesel Group and Group EVP & CFO and President of Wärtsilä NSD. Mr. Johansson was appointed President & CEO of the Wärtsilä Corporation in 2000 and retired from that position in 2011. Mr. Johansson is the Chairman of the Board of eQ Plc and Aker Arctic Technology Inc, Vice-chairman of the Board of Hartwall Capital Oy Ab and Member of the Board of Svenska Handelsbanken AB.

M.Sc. (Econ.) Christoph Vitzthum, b. 1969, has been the President & CEO of the Fazer Group since 2013. Previously, Mr. Vitzthum held various positions at Wärtsilä Corporation from 1995 including those of EVP & President Services, EVP & President Power Plants and President Propulsion. He is a Member of the Board of NCC AB and Oras Invest Ltd.

The Committee’s aim is to see to that the number of the directors and the composition of the board shall make it possible for the board to discharge its duties in an efficient manner. The composition shall take into account the needs of the company’s operations and the development stage of the company.

CVs of the proposed Board members are attached.

All candidates have given their consent to the election.

With the exception of Mr. Stig Gustavson, the Board members are deemed to be independent of the company under the Finnish Corporate Governance Code. Mr. Gustavson is not deemed independent of the company based on the Board’s overall evaluation relating to his former and current positions in Konecranes, combined with his substantial voting rights in the company.

With the exception of Mr. Bertel Langenskiöld and Mr. Ole Johansson, the Board members are independent of significant shareholders of the company. Mr. Langenskiöld is not deemed independent of significant shareholders of the company based on his current position as the Managing Director of Hartwall Capital Oy Ab. Mr. Johansson is not deemed independent of significant shareholders of the company based on his current position as the Member of the Board of Hartwall Capital Oy Ab. HTT KCR Holding Oy Ab holds more than 10 percent of Konecranes Plc’s shares and votes. HTT KCR Holding Oy Ab is a subsidiary of Hartwall Capital Oy Ab. In addition, HTT KCR Holding Oy Ab, K. Hartwall Invest Oy Ab, Fyrklöver-Invest Oy Ab and Ronnas Invest AG will in practice co-operate in matters concerning their ownership in Konecranes Plc.

COMPENSATION OF THE BOARD OF DIRECTORS

The Nomination and Compensation Committee proposes that the remuneration payable to the members of the Board to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2016 be unchanged from 2014 as follows: Chairman of the Board EUR 105,000, Vice Chairman of the Board EUR 67,000, and other Board members EUR 42,000. The Committee furthermore proposes that 50 per cent of the annual remuneration be paid in Konecranes shares purchased on the market on behalf of the Board members. The remuneration may also be paid by transferring treasury shares based on the authorization given to the Board of Directors by the General Meeting. In case such purchase of shares cannot be carried out due to reasons related to either the company or a Board member, the annual remuneration shall be paid entirely in cash. In addition, the Chairman of the Board, the Vice Chairman of the Board, and other Board members are entitled to a compensation of EUR 1,500 per attended Board committee meeting. The Chairman of the Audit Committee is, however, entitled to a compensation of EUR 3,000 per attended Audit Committee meeting. No remuneration will be paid to Board members employed by the company. Travel expenses will be compensated against receipt.