GOVERNANCE AND FINANCIAL REVIEW 2020 Contents Corporate Governance Corporate Governance 3 Internal control and risk management related to financial reporting 16 Corporate Governance Statement 5 Other information 18 Shareholders’ Nomination Board 5 Remuneration Report 19 Board of Directors 6 Remuneration principles 19 Committees 10 Remuneration elements 20 President and CEO 13 Annual remuneration report 2020 23 Konecranes Leadership Team 14 Risk Management 26 Financial Review 2020 highlights 32 Company list 110 Report of the Board of Directors 34 Parent company statement of income – FAS 112 Konecranes Group 2016 – 2020 54 Parent company balance sheet – FAS 113 Calculation of key figures 55 Parent company cash flow – FAS 114 Consolidated statement of income – IFRS 57 Notes to the parent company’s Financial Statement 115 Consolidated balance sheet – IFRS 58 Board of Directors’ proposal to the Annual General Meeting 117 Consolidated statement of changes in equity – IFRS 59 Auditor’s report 118 Consolidated cash flow statement – IFRS 60 Shares and shareholders 123 Notes to the consolidated financial statements 61 No US Registration Disclaimer In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this publication may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). In particular, neither the merger consideration shares nor any other securities referenced in this publication have been registered or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and as such neither the merger consideration shares nor any other security referenced in this publication may be offered or sold in the United States except pursuant to an applicable exemption from registration under the U.S. Securities Act. This publication is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This publication must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the U.S. Securities Act or other applicable securities laws. Information about Konecranes’ Annual Report 2020 Konecranes’ Annual Report 2020 consists of three separate reports: Annual Review, Governance and Financial Review, and Sustainability Report. All documents are downloadable on our Annual Report website at https://investors.konecranes.com/annual_report_2020 This publication is for general informational purposes only. Konecranes reserves the right at any time, without notice, to alter or discontinue the products and/or specifications referenced herein. This publication creates no warranty on the part of Konecranes, express or implied, including but not limited to any implied warranty or merchantability or fitness for a particular purpose. Corporate Governance Corporate Governance Statement 2020 Remuneration Risk Management Financial Review Corporate Corporate Governance structure of the Konecranes Group in 2020 governance KONECRANES GROUP BusinessKonecranes Area Port PlcSolutions Konecranes Plc (”Konecranes”, ”the Company”) is a Finnish Shareholders’ public limited liability company that complies with the General Meeting (Shareholders) Nomination Board Finnish Companies and Securities Market Acts, the rules of Auditor Nasdaq Helsinki, and other regulations concerning public companies, as well as with Konecranes Plc’s Articles of Association, in its decision-making and administration. Articles of Association Board of Directors Konecranes complies with the Finnish Corporate Code of Conduct Laws, Governance Code 2020 (the “Code”), which came into Internal Audit Committee rules and Group’s internal rules, force on January 1, 2020 and was approved by the board Audit regulations and regulations Human Resources Committee of the Securities Market Association. The Code can be Group Policies found at www.cgfinland.fi. Konecranes complies with the recommendations of the Code with no exceptions. Konecranes has issued Corporate Governance and President and CEO Remuneration Statements based on the Code. Read more Group Administration www.konecranes.com > Investors and Support Functions > Corporate Governance. Konecranes Leadership Team General Meeting Senior Management The General Meeting of Shareholders is the Company’s highest decision-making body, through which shareholders exercise their decision-making power and right of supervision and control over the Company’s business. Business Area Service Business Area Industrial Equipment Business Area Port Solutions An Annual General Meeting (AGM) must be held within six months after the end of a financial year. Konecranes Plc’s Annual General Meeting 2020 was held on June 11, Component Component Business units Business units manufacturing and Business units manufacturing and 2020. In order to prevent the spread of the COVID-19 strategic sourcing strategic sourcing pandemic, the Annual General Meeting was arranged 3 Governance 2020 Corporate Governance Corporate Governance Statement 2020 Remuneration Risk Management Financial Review without the physical presence of shareholders or their Shareholders’ Nomination Board proxy representatives. Konecranes has a Shareholders’ Nomination Board, which prepares proposals to the Annual General Meeting, and, An Extraordinary General Meeting (EGM) must be held e.g. if necessary, to an Extraordinary General Meeting, for when the Board of Directors considers it necessary or if an the election and remuneration of the members of the auditor or shareholders with at least 10 percent of shares so Board of Directors and to identify potential Board member demand in writing to consider a specific issue. candidates. Following the announced merger with Cargotec Corporation, The Charter of the Shareholder’s Nomination Board is an Extraordinary General Meeting was held on December available on the Company’s website at 18, 2020. In order to prevent the spread of the COVID-19 www.konecranes.com > Investors > Corporate pandemic, the EGM Meeting was arranged without Governance > Shareholders’ Nomination Board. the physical presence of shareholders or their proxy representatives. The EGM approved the merger. The Board of Directors (”Board”) shall convene an AGM or EGM by publishing a notice on the Company’s website or in one or more national newspapers or by sending a written notice to shareholders by mail no more than three (3) months and no less than three (3) weeks before a meeting. The notice shall include the proposed agenda. The Company shall disclose on its website the date by which shareholders shall notify the Board of Directors of any issue that they wish to be included in the agenda. The Company will publish the decisions made at General Meetings as stock exchange releases and on the Company’s website without delay after meetings. The minutes of the General Meeting, including those appendices of the minutes that are part of decisions made by the meeting, will be posted on the Company’s website within two weeks of a General Meeting. More information on General Meetings can be found on the Company’s website at www.konecranes.com > Investors > Corporate Governance > General Meeting. 4 Governance 2020 Corporate Governance Corporate Governance Statement 2020 Remuneration Risk Management Financial Review CORPORATE GOVERNANCE STATEMENT 2020 Shareholders’ Nomination Board The Shareholders’ Nomination Board prepares proposals to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, for the election and Mr. Mikko Mursula remuneration of the members of the Board of Directors Composition of the Nomination Board b. 1966 and to identify potential Board member candidates, thus • Finnish citizen replacing the Board’s Nomination Committee. Mr. Peter Therman • Appointed by Ilmarinen Mutual Pension Insurance b. 1968 Company The Shareholders’ Nomination Board is comprised of one • Finnish citizen • Education: M.Sc. (Econ.) member appointed by each of the four largest shareholders • Appointed by HC Holding Oy Ab (Hartwall Capital) • Principal occupation: Chief Investment Officer of of the Company. The Chairman of the Company’s Board • Education: M.Sc. (Econ.) Ilmarinen Mutual Pension Insurance Company of Directors serves as an expert in the Nomination Board • Principal occupation: Deputy Chairman of the Board of without being a member. The shareholders entitled to Directors of Hartwall Capital appoint a member are determined on the basis of the Shareholders’ Nomination Board members shareholders’ register of the Company maintained by Mr. Stig Gustavson until September 10, 2020 Euroclear Finland Ltd. on August 31 each year. Nominee b. 1945 registered holdings or holdings e.g. through several funds or • Finnish citizen Mr. Antti Mäkinen group companies may be taken into account when making • Appointed by Stig Gustavson and family b. 1961 a written request to the Chairman of the Board of Directors • Education: M.Sc. (Tech.) • Finnish