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KCI KONECRANES: PROPOSALS OF THE BOARD O

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KCI KONECRANES PLC                  STOCK EXCHANGE RELEASE   1 (4)
                                    11 February, 2004 12.30 p.m.


KCI KONECRANES: PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS 2004

Proposal to distribute a dividend of EUR 1.00 per share
Proposal to amend Article 6 of the Articles of Association
Proposal for the authorisation of the Board to repurchase the
Company’s own shares
Proposal for the authorisation of the Board to dispose of own shares
held by the Company

The Annual General Meeting of Shareholders will be held on 4 March,
2004. The notice to convene the AGM will be published in the
newspapers Helsingin Sanomat and Hufvudstadsbladet and as a separate
release on 12 February, 2004.


Proposal of the Board to distribute dividend

The Board of Directors of KCI Konecranes International Plc proposes to
the Annual General Meeting of Shareholders that a dividend of EUR 1.00
be paid on each of the 14,044,530 shares for a total of EUR 14,044,530
and that the rest EUR 41,452,917.70 be retained and carried forward.
The company holds 264,100 shares on which dividend shall not be paid.


Amendments to Article 6 of the Articles of Association

The Board of Directors proposes that the Articles of Association of
the Company be partially amended as follows:

6 §:
The Company has a Board of Directors consisting of not less than five
(5) and not more than eight (8) ordinary members. The term of office
of Board members expires at the closing of the next Annual General
Meeting following his/her election.

The Board of Directors elects for its term of office a Chairman from
among its membership.

The Managing Director of the Company may not be elected as Chairman of
the Board.

The Managing Director may be an ordinary member of the Board of
Directors.


                                                             2 (4)

Authorisation of the Board of Directors to repurchase the Company’s
own shares

The Board of Directors proposes that the Annual General Meeting of
Shareholders would authorise the Board of Directors to resolve to
repurchase the Company’s own shares using funds available for
distribution of profit as follows:

The Company’s own shares may be repurchased to be used by the Company
to implement incentive programs for the Company’s key personnel to pay
remuneration for services rendered, to be used as consideration in
possible acquisitions and other arrangements, to develop the capital
structure of the Company, to be otherwise disposed of or to be
cancelled.

Altogether no more than 715.431 shares may be repurchased, taking into
consideration, however, the provisions of the Companies Act regarding
the maximum number of own shares that the Company is allowed to hold.

The repurchase of shares will be executed by purchasing shares through
public trading on the Helsinki Exchanges. The repurchase price must be
based on the market price of the Company’s share in public trading.
The Company may enter into customary derivative, share lending or
other arrangements within the limits set by law and other regulations.
The repurchase price will be paid to the sellers of shares within the
time period specified in the Rules of Helsinki Exchanges and the Rules
of Finnish Central Securities Depository Ltd.

The shares will not be repurchased in proportion to the holdings of
the shareholders as the repurchases of shares are executed by
purchasing shares through public trading.

Repurchases will reduce the Company’s distributable retained earnings.

As the maximum number of the shares to be repurchased does not exceed
5 per cent of the share capital and does not exceed 5 per cent of the
voting rights attached to the shares, the repurchase will have no
significant effect on the relative holdings of the shareholders of the
Company or the voting powers among them.

The aggregate amount of shares held by persons belonging to the inner
circle of the Company as defined in Chapter 1, Section 4, Paragraph 1
of the Companies Act, together with shares that such persons are
entitled to subscribe for on the basis of existing option rights,
corresponds to approximately 25.2 per cent of the share capital of the
Company and the voting rights attached to the
                                                             3 (4)

shares. If the holdings of such persons remain unchanged during the
validity of authorisation and the Company repurchases the maximum
number of shares pursuant to the authorisation, the corresponding
figure will after the repurchase be approximately 25.2 per cent of the
share capital and approximately 26.5 per cent of the voting rights
attached to the shares.

The authorisation shall be effective as of March 6, 2004 until March
3, 2005.


Authorisation of the Board of Directors to dispose of own shares held
by the Company

The Board of Directors proposes that the Annual General Meeting of
Shareholders would authorise the Board of Directors to resolve to
dispose of shares repurchased by the Company as follows:

The authorisation is limited to a maximum of 715,431 shares. The
maximum number of shares covered by the authorisation does not exceed
5 per cent of the share capital of the Company and does not exceed 5
per cent of the voting rights attached to the shares. The shares may
be disposed of in one or several occasions..

The Board of Directors is authorised to resolve to whom, in which
order, under which terms and conditions, how many and in which manner
the repurchased shares will be disposed of. The shares may be disposed
of as consideration in possible acquisitions and other arrangements or
for granting incentives to key personnel or for paying remuneration
for services rendered. The Company may enter into customary
derivative, share lending or other arrangements within the limits set
by law and other regulations. The shares may also be disposed of by
selling them through public trading.

The Board of Directors is authorised to resolve to dispose of the
shares in another proportion than that of the shareholders´ pre-
emptive rights to acquire the Company’s shares, provided that weighty
financial grounds exist from the Company’s perspective. Financing or
implementation of acquisitions or other arrangements or granting
incentives to key personnel or paying remuneration for services
rendered may be regarded as weighty financial grounds from the
Company’s perspective.

The Board of Directors is authorised to resolve on the transfer price,
on the grounds for determining the transfer price and on the disposal
of shares against other than pecuniary consideration.



                                                             4 (4)

The authorization is not proposed to include disposal of shares to the
benefit of persons belonging to the category referred to in the
Companies Act, Chapter 1, Section 4, Paragraph 1.

The authorisation shall be effective as of March 6, 2004 until March
3, 2005.


KCI KONECRANES PLC


Franciska Janzon
IR Manager




FURTHER INFORMATION
KCI Konecranes Plc
Ms Sirpa Poitsalo, Director, General Counsel
Tel. +358-20 427 2011




DISTRIBUTION
Helsinki Exchanges
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