The Manitowoc Company Announces Settlement Agreement with Carl Icahn

Agreement Includes Customary Standstill Terms and Certain Governance Provisions for Foodservice Entity Once Separation is Complete

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The Manitowoc Company, Inc.  (“Manitowoc” or the “Company”) today announced that it has reached an agreement with Carl C. Icahn pursuant to which theManitowoc Board of Directors has committed to certain corporate governance provisions for Manitowoc and for the Foodservice entity. As previously announced, Manitowoc plans to separate the Company's Cranes and Foodservice businesses into two independent, publicly traded companies and anticipates effecting the separation through a tax-free spin-off of the Foodservice business to be completed in the first quarter of 2016.

“We believe the governance details announced today are in the best interests of the Company, Manitowocshareholders, and future investors in the standalone Foodservice entity. We also welcome the perspective of Mr. Icahn’s representatives to the Board of Directors and believe they will add value.  We look forward to working with them constructively. We are highly focused on executing our strategic plan, delivering on our goals, and working towards the successful separation of our Cranes and Foodservice businesses, which is expected in the first quarter of 2016,” said Glen E. Tellock, Chairman and Chief Executive Officer of the Company.

Mr. Icahn stated, “We applaud the ability of Manitowoc’s Board of Directors and management to recognize the importance of separating the companies as well as the importance of good corporate governance. In particular, I would like to thank Glen Tellock, Chairman and Chief Executive Officer of Manitowoc, for standing behind his commitment to shareholders. We strongly believe that the separation of Manitowoc’s core businesses will create two stronger companies and that, in combination with improved corporate governance, shareholder value will be greatly enhanced by this agreement.”

In addition to the commitment announced by Manitowoc on January 29, 2015 to adopt best practices at the spun off company once the separation is complete, Manitowoc announced today that its Board approved certain corporate governance commitments for the anticipated standalone Foodservice entity at the time of its spin-off from Manitowoc, including:

• Incorporation in Delaware;

• Annual elections for the Board;

• Any stockholder rights plan adopted by the Foodservice entity will not have a trigger below 20 percent and, if not ratified by stockholders within 135 days of adoption, will automatically expire; and

• Holders of 10 percent of the outstanding shares will be permitted to call a special meeting of stockholders.

The agreement with Carl Icahn also provides for, among other things, certain customary “standstill” restrictions, andManitowoc has committed not to reduce its shareholder rights plan’s trigger below 20 percent for the duration of the standstill agreement. The agreement also includes an option for Mr. Icahn to appoint one representative to theManitowoc Board as well as a right to appoint an additional representative on the Board of the Foodservice entity after the separation; and a commitment by Mr. Icahn to vote in favor of the Manitowoc nominees for election to the Board at the 2015 Annual Meeting. In addition, the Board approved a limited waiver for Mr. Icahn of the provisions of the Wisconsin business combination statute that enables Mr. Icahn to acquire up to 14.99 percent of Manitowoc’s outstanding voting shares without facing the restrictions of the statute applicable to related party “business combination” transactions with the Company, which is consistent with the comparable business combination threshold applicable for companies incorporated in Delaware. Absent the limited waiver, the Wisconsin statute’s restrictions would be triggered by the acquisition of 10 percent or more of Manitowoc’s voting shares. The settlement agreement between Manitowoc and Mr. Icahn will be included as an exhibit to the Company's Current Report on Form 8-K to be filed with the Securities and Exchange Commission.