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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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PRELIMINARY PROXY STATEMENT—
SUBJECT TO COMPLETION, DATED AUGUST 15, 2016

[        ], 2016

Dear Stockholder:

        You are cordially invited to attend a special meeting of the stockholders of Joy Global Inc., a Delaware corporation ("Joy Global," the "Company," "we," "our" or "us"), which we will hold at 100 E. Wisconsin Avenue, 2nd Floor Conference Room, Milwaukee, Wisconsin, on [        ], 2016, at [        ], local time (such meeting, including any adjournment or postponement thereof, the "special meeting").

        At the special meeting, holders of our common stock, par value $1.00 per share ("common stock"), will be asked to consider and vote on (1) a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "merger agreement"), dated as of July 21, 2016, by and among Joy Global, Komatsu America Corp., a Georgia corporation ("Komatsu America"), Pine Solutions Inc., a Delaware corporation and a wholly owned subsidiary of Komatsu America ("Merger Sub"), and (solely for the purposes specified in the merger agreement) Komatsu Ltd., a Japanese joint stock company, pursuant to which Merger Sub will be merged with and into Joy Global, with Joy Global surviving the merger (the "surviving corporation") as a wholly owned subsidiary of Komatsu America (the "merger"), (2) a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, and (3) a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

        If the merger agreement is adopted and the merger is completed, Joy Global will become a wholly owned subsidiary of Komatsu America and, at the effective time of the merger, each share of common stock issued and outstanding immediately prior to the effective time of the merger (other than dissenting shares and shares owned by Joy Global, Komatsu America or any of their respective subsidiaries) will be cancelled and converted into the right to receive $28.30 per share in cash, without interest, and subject to any applicable withholding taxes (the "merger consideration").

        The Joy Global board of directors has unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Joy Global and its stockholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Joy Global board of directors unanimously recommends that the stockholders of the Company vote (1) "FOR" the proposal to adopt the merger agreement, (2) "FOR" the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and (3) "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

        The enclosed proxy statement describes the merger agreement, the merger and the compensation that may be paid or become payable to the named executive officers of Joy Global in connection with the merger and provides specific information concerning the special meeting and the parties involved. A copy of the merger agreement is attached as Annex A to the proxy statement. We urge you to, and you should, read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement, as it sets forth the details of the merger agreement and other important information related to the merger. In addition, you may obtain information about us from documents filed with the Securities and Exchange Commission (the "SEC"). See "Where You Can Find Additional Information."

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        Your vote is very important. The merger cannot be completed unless holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting vote in favor of the proposal to adopt the merger agreement. A failure to vote your shares of common stock on the proposal to adopt the merger agreement will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, D.F. King & Co., Inc., at toll-free at (800) 628-8528 or via email at joyglobal@dfking.com.

        Thank you for your continued support.

        Neither the SEC nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

        This proxy statement is dated [        ], 2016 and is first being mailed to stockholders on or about [        ], 2016.

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JOY GLOBAL INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

[        ], 2016

TO OUR STOCKHOLDERS:

        NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of Joy Global Inc., a Delaware corporation ("Joy Global," the "Company," "we," "our" or "us"), will be held at 100 E. Wisconsin Avenue, 2nd Floor Conference Room, Milwaukee, Wisconsin, at [        ] local time, on [        ] (such meeting, including any adjournment or postponement thereof, the "special meeting"), to consider and vote upon the following proposals:

1.

to adopt the Agreement and Plan of Merger, dated as of July 21, 2016 (as it may be amended from time to time, the "merger agreement"), by and among Joy Global, Komatsu America Corp., a Georgia corporation ("Komatsu America"), Pine Solutions Inc., a Delaware corporation and a wholly owned subsidiary of Komatsu America ("Merger Sub"), and (solely for the purposes specified in the merger agreement) Komatsu Ltd., a Japanese joint stock company, pursuant to which Merger Sub will be merged with and into Joy Global, with Joy Global surviving the merger (the "surviving corporation") as a wholly owned subsidiary of Komatsu America (the "merger");



2.

to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger; and



3.

to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

        The holders of record of our common stock, par value $1.00 per share ("common stock"), at the close of business on [        ], 2016 (the "record date"), are entitled to notice of and to vote at the special meeting. Attendance at the special meeting will be limited to Joy Global stockholders as of the close of business on the record date or their authorized representatives, as more fully described under the section entitled "The Special Meeting—Date, Time and Place of the Special Meeting." You must have registered for the special meeting in accordance with the instructions printed on the proxy card and bring your admission ticket in order to be admitted to the special meeting.

        The Joy Global board of directors has unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of the Company and its stockholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

        The Joy Global board of directors unanimously recommends that the stockholders of the Company vote (1) "FOR" the proposal to adopt the merger agreement, (2) "FOR" the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and (3) "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

        Your vote is important, regardless of the number of shares of common stock you own. The adoption of the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting is a condition to the completion of the

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merger. Each of the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of Joy Global in connection with the merger and the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum, requires the affirmative vote of holders of a majority of the shares of common stock present at the meeting (in person or represented by proxy) and entitled to vote thereon.

        If you hold your shares of record (i.e., your name appears on the registered books of Joy Global), we request that you vote your shares by proxy, even if you plan to attend the special meeting in person. To vote your shares by proxy, you should complete, sign, date and return the enclosed proxy in the enclosed postage-paid envelope or submit your proxy by either telephone or on the Internet by following the instructions on the enclosed proxy card, thereby ensuring that your shares of common stock will be represented at the special meeting if you are unable to attend. In-person attendance at the special meeting does not by itself constitute a vote.

        If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted (1) "FOR" the adoption of the merger agreement, (2) "FOR" the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and (3) "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

        If you hold your shares in "street name" (i.e., you own your shares beneficially in the name of a stock brokerage account or by a bank, trust or other nominee), we request that you provide your broker, bank or other nominee with instructions on how you would like them to vote your shares using the enclosed voting instruction form they provided to you. If a street name holder does not provide timely instructions, the broker, bank or other nominee will not have the authority to vote on any of the proposals on your behalf. Therefore, unless you attend the special meeting in person with a properly executed legal proxy obtained from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of Joy Global common stock not being present at the meeting and not being voted on any of the proposals. Consequently, there cannot be any broker non-votes occurring in connection with any of the proposals at the special meeting.

        If you fail to vote, the effect will be that your shares of common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote "AGAINST" the adoption of the merger agreement, but, assuming a quorum is present, will not affect the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

        Under Delaware law, stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of the Company as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for such an appraisal before the vote on the proposal to adopt the merger agreement and comply with the other Delaware law procedures explained in the accompanying proxy statement. See the section entitled "Appraisal Rights."

        You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

        Your vote is very important. The merger cannot be completed unless holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting vote in favor of the proposal to adopt the merger agreement. A failure to vote your shares of common stock on the proposal to adopt the merger agreement will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

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        Before voting your shares, we urge you to, and you should, read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers address briefly some questions you may have regarding the special meeting and the proposals to be voted on at the special meeting. These questions and answers may not address all of the questions that may be important to you as a stockholder of Joy Global. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled "Where You Can Find Additional Information."

Q:    Why am I receiving this proxy statement?

A:

On July 21, 2016, Joy Global entered into a definitive agreement providing for the merger of Merger Sub, a wholly owned subsidiary of Komatsu, with and into Joy Global, with Joy Global surviving the merger as a wholly owned subsidiary of Komatsu. You are receiving this proxy statement in connection with the solicitation of proxies by the Joy Global board in favor of the proposal to adopt the merger agreement and to approve the other related proposals to be voted on at the special meeting.

Q:    When and where is the special meeting?

A:

The special meeting will be held at 100 E. Wisconsin Avenue, 2nd Floor Conference Room, Milwaukee, Wisconsin, at [        ] local time, on [        ] (including any adjournment or postponement thereof, the "special meeting").

Q:    Who is entitled to vote at the special meeting?

A:

Only holders of record of Joy Global common stock as of the close of business on [        ], 2016, the record date for the special meeting, are entitled to receive these proxy materials and to vote their shares at the special meeting. As of the close of business on the record date, there were [        ] shares of common stock outstanding and entitled to vote at the special meeting, held by [        ] holders of record. Each share of Joy Global common stock issued and outstanding as of the record date will be entitled to one vote on each matter submitted to a vote at the special meeting.

Q:    What matters will be voted on at the special meeting?

A:

You will be asked to consider and vote on the following proposals:

•

to adopt the merger agreement;

•

to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the named executive officers of Joy Global in connection with the merger; and

•

to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

Q:    How do I attend the special meeting?

A:

You must have registered for the special meeting in accordance with the instructions printed on the proxy card and bring your admission ticket in order to be admitted to the special meeting. If you wish to appoint a representative to attend the special meeting in your place, you must provide to the Company in care of the Secretary at Joy Global Inc., 100 E. Wisconsin Avenue, Suite 2780,

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Milwaukee, Wisconsin 53202 the name of your representative, in addition to your admission ticket if you are a stockholder of record, or your proof of ownership if you are a beneficial owner, and the address where the admission ticket should be sent. Proof of ownership would be a bank or brokerage account statement in your name showing the number of shares of Joy Global common stock held by you on the record date or a letter from your broker, bank or other nominee certifying the amount of your beneficial ownership interest as of the close of business on the record date. Please submit your request promptly in order for it to be received in a timely manner. A stockholder may only appoint one representative. Requests from stockholders that are legal entities must be signed by an authorized officer or other person legally authorized to act on behalf of the legal entity.

Q:    How many shares are needed to constitute a quorum?

A:

A quorum will be present if holders of record of a majority of the shares of common stock outstanding on the close of business on the record date are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained.

As of [        ], 2016, the record date for the special meeting, there were [        ] shares of common stock outstanding. Therefore, the required quorum for the meeting will be [        ] shares of common stock.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in "street name" by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Q:    What vote of Joy Global stockholders is required to adopt the merger agreement?

A:

Adoption of the merger agreement requires that stockholders holding a majority of the shares of common stock outstanding at the close of business on the record date for the special meeting vote "FOR" the proposal to adopt the merger agreement. Because as of [        ], 2016, the record date for the special meeting, there were [        ] shares of common stock outstanding, [        ] shares of common stock voting in favor of the proposal will be required to adopt the merger agreement. A failure to vote your shares of common stock or an abstention from voting will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. If your shares are held in "street name" by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, such failure to instruct your nominee will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

Q:

What vote of Joy Global stockholders is required to approve the other proposals to be voted upon at the special meeting?

A:

Approval of each of the adjournment proposal and the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger requires the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy at the special meeting and entitled to vote thereon. An abstention will have the same effect as a vote against these proposals, but the failure to vote your shares will have no effect on the outcome of these proposals.

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Any shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on these proposals. If you hold your shares in "street name," your broker or other nominee will not have discretionary authority to vote your shares if you do not provide instructions as to how your shares should be voted on this proposal.

Q:    How does the Joy Global board recommend that I vote?

A:

The Joy Global board unanimously recommends that Joy Global stockholders vote

•

"FOR" the proposal to adopt the merger agreement;

•

"FOR" the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger; and

•

"FOR" the proposal regarding adjournment of the special meeting.

For a discussion of the factors that the Joy Global board considered in determining to recommend the adoption of the merger agreement, please see the section entitled "The Merger (Proposal 1)—Reasons for the Merger." In addition, in considering the recommendation of the Joy Global board with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Joy Global stockholders generally. For a discussion of these interests, please see the section entitled "The Merger (Proposal 1)—Interests of the Company's Directors and Executive Officers in the Merger."

Q:    How do Joy Global's directors and officers intend to vote?

A:

We currently expect that the Company's directors and executive officers will vote their shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting.

Q:    When is the merger expected to be completed?

A:

As of the date of this proxy statement, we expect to complete the merger in mid-2017. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described in this proxy statement and include various regulatory clearances and approvals, and it is possible that factors outside the control of Joy Global or Komatsu could delay the completion of the merger, or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

Q:    What happens if the merger is not completed?

A:

If the merger agreement is not adopted by Joy Global's stockholders, or if the merger is not completed for any other reason, Joy Global's stockholders will not receive any payment for their shares of common stock in connection with the merger. Instead, Joy Global will remain a public company, and shares of our common stock will continue to be registered under the Exchange Act, as well as listed and traded on the NYSE. In the event that either Joy Global or Komatsu terminates the merger agreement, then, in certain circumstances, Joy Global will pay Komatsu a termination fee in an amount equal to $75 million. In other circumstances, Komatsu will pay to Joy Global a termination fee in an amount equal to $150 million. See the section entitled "The Merger Agreement—Termination—Termination Fee."

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Q:

What are the material U.S. federal income tax consequences of the merger to Joy Global stockholders?

A:

If you are a U.S. holder (as defined under "The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger"), the receipt of cash in exchange for shares of Joy Global common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). For a more detailed discussion of the material U.S. federal income tax consequences of the merger to Joy Global stockholders, please see the section entitled "The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger."

Q:

What will happen if stockholders do not approve the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger?

A:

The inclusion of this proposal is required by the Securities and Exchange Commission ("SEC") rules; however, the approval of this proposal is not a condition to the completion of the merger and the vote on this proposal is an advisory vote by stockholders and will not be binding on the Company or Komatsu. If the merger agreement is adopted by the Company's stockholders and the merger is completed, the merger-related compensation will be paid to the Company's named executive officers in accordance with the terms of their compensation agreements and arrangements even if stockholders fail to approve this proposal.

Q:    What do I need to do now? How do I vote my shares of common stock?

A:

We urge you to, and you should, read this entire proxy statement carefully, including its annexes and the documents incorporated by reference in this proxy statement, and to consider how the merger affects you. Your vote is important, regardless of the number of shares of common stock you own.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record but instead hold your shares of common stock in "street name" through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

It is not necessary to attend the special meeting in order to vote your shares. To ensure that your shares of common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Attending the meeting in person does not itself constitute a vote on any proposal.

Shares of Common Stock Held by Record Holder

You can also ensure that your shares are voted at the special meeting by submitting your proxy via:

•

mail, by completing, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope;



•

telephone, by using the toll-free number listed on each proxy card; or



•

the Internet, at the Internet address provided on each proxy card.

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If you sign, date and return your proxy card without indicating how you wish to vote with respect to a proposal, your proxy will be voted "FOR" (1) the proposal to adopt the merger agreement, (2) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and (3) the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

We encourage you to vote by proxy even if you plan on attending the special meeting.

A failure to vote or an abstention will have the same effect as voting "AGAINST" the proposal to adopt the merger agreement. An abstention will have the same effect as voting "AGAINST" the other two proposals, but assuming a quorum is present, a failure to vote will have no effect on the other two proposals.

Shares of Common Stock Held in "Street Name"

If you hold your shares in "street name" through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted on any of the proposals, which will have the same effect as voting "AGAINST" the proposal to adopt the merger agreement and no effect on the other two proposals.

Q:    Can I revoke my proxy?

A:

Yes. You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a stockholder of record, you may revoke your proxy by notifying the Company's Secretary in writing to the Company in care of the Secretary at Joy Global Inc., 100 E. Wisconsin Avenue, Suite 2780, Milwaukee, Wisconsin 53202, or by submitting a new proxy by telephone, the Internet or mail, in each case, in accordance with the instructions on the enclosed proxy card and dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the special meeting and voting in person; however, simply attending the special meeting will not cause your proxy to be revoked. Please note that if you hold your shares in "street name" and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions. If you hold your shares in "street name," you may also revoke a prior proxy by voting in person at the special meeting if you obtain a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

Q:    What happens if I do not vote or if I abstain from voting on the proposals?

A:

The requisite number of shares to approve the proposal to adopt the merger agreement is based on the total number of shares of common stock outstanding on the record date, not just the shares that are voted. If you do not vote or abstain from voting on the proposal to adopt the merger agreement, it will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

The requisite number of shares to approve the other two proposals is based on the total number of shares represented in person or represented by proxy with respect to such proposals. If you do not vote, such failure to vote will have no effect on the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and the proposal regarding adjournment of the special meeting; if you abstain from voting with respect to such proposals, such abstention will have the same effect as a vote "AGAINST" such proposals.

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Q:

Will my shares of common stock held in "street name" or another form of record ownership be combined for voting purposes with shares I hold of record?

A:

No. Because any shares of common stock you may hold in "street name" will be deemed to be held by a different stockholder (that is, your custodial bank, broker or other financial nominee) than any shares of common stock you hold of record, any shares of common stock held in "street name" will not be combined for voting purposes with shares of common stock you hold of record. Similarly, if you own shares of common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares of common stock because they are held in a different form of record ownership. Shares of common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Please indicate title or authority when completing and signing the proxy card. Shares of common stock held in an individual retirement account must be voted under the rules governing the account. This means that, to ensure all your shares are voted at the special meeting, you should read carefully any proxy materials received and follow the instructions included therewith.

Q:    What does it mean if I get more than one proxy card or voting instruction card?

A:

If your shares of common stock are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction card. Please complete and return all of the proxy cards and voting instruction cards you receive (or submit each of your proxies by telephone or the Internet, if available to you) to ensure that all of your shares of common stock are voted.

Q:    What happens if I sell my shares of common stock before completion of the merger?

A:

In order to receive the merger consideration, you must hold your shares of common stock through completion of the merger. Consequently, if you transfer your shares of common stock before completion of the merger, you will have transferred your right to receive the merger consideration in the merger.

The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the merger. If you transfer your shares of common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting but not the right to receive the merger consideration.

Q:    Should I send in my stock certificates or other evidence of ownership now?

A:

No. After the merger is completed, you will receive a letter of transmittal and related materials from the paying agent for the merger with detailed written instructions for exchanging your shares of common stock evidenced by stock certificates for the merger consideration. If your shares of common stock are held in "street name" by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the merger consideration. Do not send in your certificates now.

Q:    What is householding and how does it affect me?

A:

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms.

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If your family has multiple accounts holding common stock, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q:    Where can I find more information about Joy Global?

A:

You can find more information about us from various sources described in the section entitled "Where You Can Find Additional Information."

Q:    Can I access these materials on the Internet?

A:

These proxy materials are available at [website] in PDF and HTML format.

Q:    Who can help answer my other questions?

A:

If you have more questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact D.F. King & Co., Inc., which is acting as the proxy solicitation agent and information agent for the Company in connection with the merger, or the Company.

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, NY 10005
(800) 628-8528 (Toll Free)
(212) 269-5550 (Call Collect)

or

Joy Global Inc.
c/o Corporate Secretary
100 E. Wisconsin Avenue, Suite 2780
Milwaukee, Wisconsin 5320
(414) 319-8500

        If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents incorporated by reference in this proxy statement, includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that is not based on historical fact, including statements containing the words "believe," "may," "could," "would," "might," "possible," "will," "should," "expect," "intend," "plan," "anticipate" or "continue," and similar expressions. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

•

the failure to obtain the required vote of the Company's stockholders to adopt the merger agreement;



•

the possibility that the closing conditions to the contemplated transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval;



•

delay in closing the transaction or the possibility of non-consummation of the transaction;



•

the potential for regulatory authorities to require divestitures or other remedies in connection with the proposed transaction;



•

the occurrence of any event that could give rise to termination of the merger agreement;



•

the risk that stockholder litigation in connection with the contemplated transactions may affect the timing or occurrence of the contemplated transactions or result in significant costs of defense, indemnification and liability;



•

risks inherent in the achievement of cost synergies and the timing thereof;



•

risks related to the disruption of the transaction to the Company and its management;



•

limitations placed on the Company's ability to operate its business under the merger agreement;



•

the effect of announcement of the transaction on the Company's ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties;



•

fluctuations in the availability and prices of commodities;



•

difficult global economic and capital markets conditions;



•

risks associated with revenues from foreign markets;



•

interruption, failure or compromise of the Company's information systems;



•

changes in the legal and regulatory environment;

and other risks detailed in our filings with the SEC, including the Company's most recent Annual Report on Form 10-K for the fiscal year ended October 30, 2015, and in the Company's Quarterly Reports on Form 10-Q and other documents filed by Joy Global with the SEC after the date thereof. See the section entitled "Where You Can Find Additional Information."

        Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements.

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THE COMPANIES

Joy Global Inc.

        Joy Global is a Delaware corporation. Joy Global is a leading manufacturer and servicer of high-productivity mining solutions. Through our surface and underground business segments, we manufacture and market equipment and services for the mining industry. Our approximately 13,400 employees worldwide (as of July 31, 2016) deliver advanced products and related services used extensively for the mining of energy, industrial, and hard rock minerals. Joy Global's reported net sales in fiscal 2015 were $3.17 billion, and its shares are traded on the New York Stock Exchange (NYSE: JOY).

        Joy Global's principal executive offices are located at 100 East Wisconsin Avenue, Suite 2780, Milwaukee, WI 53202, and its telephone number is 414-319-8506.

        A detailed description of the Company's business is contained in the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 2015, which is incorporated by reference into this proxy statement. See the section entitled "Where You Can Find Additional Information."

Komatsu America Corp.

        Komatsu America is a Georgia corporation. Komatsu America is a U.S. subsidiary of Komatsu Ltd., a leading global manufacturer and supplier of earth-moving equipment, consisting of construction, mining and compact construction equipment. Komatsu America also serves forklift and forestry markets.

        Komatsu America's principal executive offices are located at 1701 Golf Road, Suite 1-100, Rolling Meadows, IL 60008, and its telephone number is 847-437-5800.

Pine Solutions Inc.

        Pine Solutions Inc., referred to as "Merger Sub," is a Delaware corporation and a wholly owned subsidiary of Komatsu that was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. Merger Sub has not carried on any activities on or prior to the date of this proxy statement except for activities incidental to its formation and activities in connection with Komatsu's acquisition of Joy Global. Upon completion of the merger, Merger Sub will merge with and into Joy Global and will cease to exist.

        Merger Sub's registered office is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. See the section entitled "The Companies—Pine Solutions Inc."

Komatsu Ltd.

        Komatsu Ltd., established in 1921, is a diversified provider of industrial-use products and services. While remaining an international leader in the field of construction and mining equipment, the company engages in other business, such as industrial machinery and vehicles, logistics, electronics and other solutions-based operations. Based in Tokyo, Japan, Komatsu Ltd. employs more than 47,000 globally on a consolidated basis. Komatsu Ltd. has been providing world-class, reliable products for nearly a century.

        Komatsu Ltd.'s headquarters are located at 2-3-6 Akasaka, Minato-ku, Tokyo, Japan 107-8414. See the section entitled "The Companies—Komatsu Ltd."

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THE SPECIAL MEETING

        We are furnishing this proxy statement to the Company's stockholders as part of the solicitation of proxies by the Joy Global board for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Company's stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

        This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Joy Global board for use at the special meeting to be held at 100 E. Wisconsin Avenue, 2nd Floor Conference Room, Milwaukee, Wisconsin, on        , at        local time, or at any adjournment or postponement thereof.

        You must have registered for the special meeting in accordance with the instructions printed on the proxy card and bring your admission ticket in order to be admitted to the special meeting. If you wish to appoint a representative to attend the special meeting in your place, you must provide to the Company in care of the Secretary at Joy Global Inc., 100 E. Wisconsin Avenue, Suite 2780, Milwaukee, Wisconsin 53202, the name of your representative, in addition to your admission ticket if you are a stockholder of record, or your proof of ownership if you are a beneficial owner, and the address where the admission ticket should be sent. Proof of ownership would be a bank or brokerage account statement in your name showing the number of shares of Joy Global common stock held by you on the record date or a letter from your broker, bank or other nominee certifying the amount of your beneficial ownership interest as of the close of business on the record date. Please submit your request promptly in order for it to be received in a timely manner. A stockholder may only appoint one representative. Requests from stockholders that are legal entities must be signed by an authorized officer or other person legally authorized to act on behalf of the legal entity.

Purposes of the Special Meeting

        At the special meeting, Joy Global stockholders will be asked to consider and vote on the following proposals:

•

to adopt the merger agreement, dated as of July 21, 2016, by and among Joy Global, Komatsu, Merger Sub, a wholly owned subsidiary of Komatsu, and (solely for the purposes specified in the merger agreement) Komatsu Ltd., a Japanese joint stock company; and



•

to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, the value of which is disclosed in the table in the section of this proxy statement entitled "The Merger (Proposal 1)—Interests of the Company's Directors and Executive Officers in the Merger"; and



•

to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

        Our stockholders must adopt the merger agreement for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and the material provisions of the merger agreement are described in the section entitled "The Merger Agreement."

        The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve

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the executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on executive compensation is advisory in nature only, it will not be binding on either the Company or Komatsu. Accordingly, if the merger agreement is adopted by the Company's stockholders and the merger is completed, the merger-related compensation may be paid to the Company's executive officers even if the stockholders fail to approve the proposal.

        Joy Global does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. If any other matters are properly presented at the special meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters in accordance with their best judgment.

        This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about        .

Record Date, Shares Outstanding and Quorum

        Shareholders of record of our common stock, par value $1.00 per share, at the close of business on        , 2016 may vote on all matters presented at the special meeting. As of the record date,        shares of common stock were outstanding and entitled to vote at the special meeting. Each share of common stock is entitled to one vote.

        A quorum is required to transact business. Holders of at least a majority of the shares of our common stock must be present at the special meeting in person or by proxy to constitute a quorum. Abstentions, shares for which authority is withheld to vote for director nominees, and broker non-votes (i.e., proxies from brokers or nominees regarding proposals for which such broker or nominee lacks discretionary voting authority and the beneficial owners or other persons entitled to vote have not provided voting instructions) will be considered present for the purpose of establishing a quorum. In addition, abstentions will also count as votes "AGAINST" a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting. However, broker non-votes, while being counted for purposes of calculating whether a quorum is present at the special meeting, will not be counted for purposes of determining the number of votes cast. Therefore, a broker non-vote will make a quorum more readily available but will not otherwise affect the outcome of the vote on any proposal. Once a share is represented at the special meeting, it is deemed present for quorum purposes throughout the meeting, including any adjourned meeting, unless a new record date is set for the adjourned meeting.

        If less than a majority of the outstanding shares of common stock are present or represented by proxy at the meeting, a majority of the shares that are present or represented by proxy at the meeting may adjourn the meeting from time to time without further notice.

Required Vote

        Proposal 1:    For the Company to complete the merger, the Company stockholders holding a majority of the shares of common stock outstanding at the close of business on the record date, entitled to vote at the company stockholders meeting, voting together as a single class, must vote "FOR" the proposal to adopt the merger agreement. A failure to vote your shares of common stock or an abstention from voting will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        Proposal 2:    Although the outcome of the vote on executive compensation is non-binding, we will consider the outcome of this vote when determining certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger. The merger-related compensation will be paid to the Company's named executive officers in accordance with the terms of their compensation agreements and arrangements even if stockholders fail to approve this proposal.

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Any shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on this advisory vote regarding our named executive officers' compensation. If you hold your shares in "street name," your broker or other nominee will not have discretionary authority to vote your shares if you do not provide instructions as to how your shares should be voted on this proposal.

        Proposal 3:    The vote on adjournment requires an affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

        As of the record date, there were        shares of common stock outstanding and        record holders.

Voting by the Company's Directors and Executive Officers

        At the close of business on the record date, directors and executive officers of the Joy Global were entitled to vote         shares of common stock, or approximately        % of the shares of common stock issued and outstanding on that date. We currently expect that the Company's directors and executive officers will vote their shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although they have no obligation to do so.

Voting; Proxies; Revocation

Attendance

        All holders of shares of common stock as of the close of business on        , 2016, the record date, including stockholders of record and beneficial owners of common stock registered in the "street name" of a broker, bank or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver's license. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank or other nominee or other similar evidence of ownership, along with proper identification.

Voting in Person

        Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares of common stock in "street name" through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting. Attending the meeting in person does not itself constitute a vote on any proposal.

Providing Voting Instructions by Proxy

        To ensure that your shares of common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Common Stock Held by Record Holder

        If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

        Submit a Proxy by Telephone or via the Internet.    This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address specified on the enclosed proxy card. Your shares of common stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

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        Submit a Proxy Card.    If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of common stock will be voted in the manner directed by you on your proxy card.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to adopt the merger agreement, the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. If you fail to return your proxy card and you are a holder of record on the record date, unless you attend the special meeting and vote in person, the effect will be that your shares of common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote against the proposal to adopt the merger agreement and, assuming a quorum is present, will not affect the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, or the vote regarding the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

Shares of Common Stock Held in "Street Name"

        If your shares of common stock are held by a broker, bank or other nominee on your behalf in "street name," your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

        In accordance with the rules of the NYSE, brokers, banks and other nominees that hold shares of common stock in "street name" for their customers do not have discretionary authority to vote the shares with respect to the proposal to adopt the merger agreement, the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, or the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Therefore, unless you attend the special meeting in person with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of Joy Global common stock not being present at the meeting and not being voted on any of the proposals. Consequently, there cannot be any broker non-votes occurring in connection with any of the proposals at the special meeting.

Revocation of Proxies

        Any proxy may be revoked by the person executing it at any time before the polls close at the special meeting by filing with the Secretary a written revocation or a duly executed form of proxy bearing a later date, or by voting in person at the special meeting. The Joy Global board has appointed a representative of         to act as an independent inspector at the special meeting. A written revocation may be delivered by mail to Joy Global in care of the Secretary at Joy Global Inc., 100 E. Wisconsin Avenue, Suite 2780, Milwaukee, Wisconsin 53202.

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        Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

        If you hold your shares in "street name" through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares in "street name," you may also revoke a prior proxy by voting in person at the special meeting if you obtain a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

Abstentions

        An abstention occurs when a stockholder attends a meeting, either in person or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. The requisite number of shares to approve the other two proposals is based on the total number of shares represented in person or represented by proxy with respect to such proposals. If you do not vote, such failure to vote will have no effect on the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger or the proposal regarding adjournment of the special meeting; if you abstain from voting with respect to such proposals, such abstention will have the same effect as a vote "AGAINST" such proposals.

Solicitation of Proxies

        The Joy Global board is soliciting your proxy, and Joy Global will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of Joy Global's outstanding common stock. Joy Global has retained D.F. King & Co., Inc., a proxy solicitation firm, which we refer to as D.F. King, to assist the Joy Global board in the solicitation of proxies for the special meeting, and we expect to pay D.F. King approximately $        , plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the Internet by D.F. King or, without additional compensation, by certain of Joy Global's directors, officers and employees.

Other Information

        You should not return your stock certificate or send documents representing common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of common stock for the merger consideration.

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THE MERGER (PROPOSAL 1)

        The description of the merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety.

Certain Effects of the Merger

        Pursuant to the terms of the merger agreement, Merger Sub will be merged with and into Joy Global, with Joy Global surviving the merger as a wholly owned subsidiary of Komatsu.

        Upon the terms and subject to the conditions of the merger agreement, at the effective time, each share of common stock issued and outstanding immediately before the effective time (other than dissenting shares and shares owned by Joy Global, Komatsu or any of their respective subsidiaries, which will be cancelled) will be converted into the right to receive the merger consideration. Upon completion of the merger, Joy Global's common stock will no longer be publicly traded and Joy Global's existing stockholders will cease to have any ownership interest in Joy Global.

        The merger consideration will be $28.30 per share in cash, without interest, and subject to any applicable withholding taxes.

        Our common stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol "JOY."

Background of the Merger

        As part of their ongoing evaluation of Joy Global's business and long-term strategic goals and plans, the Joy Global board and senior management periodically review, consider and assess, in the context of Joy Global's operations, financial performance and industry conditions, various strategic alternatives available to Joy Global, including the continued execution of Joy Global's strategy as a stand-alone company and potential opportunities for business combinations, strategic investments and collaborations and other financial and strategic alternatives.

        As longstanding advisors of Joy Global, Goldman, Sachs & Co., which we refer to as Goldman Sachs, financial advisor to Joy Global, and Wachtell, Lipton, Rosen & Katz, which we refer to as Wachtell Lipton, legal counsel to Joy Global, from time to time participated in and assisted the Joy Global board and management with such review of financial and strategic alternatives, including with respect to Joy Global's continued execution of its strategic plan as an independent, stand-alone company, actions to strengthen Joy Global's balance sheet such as reductions in the amount of its regular quarterly dividend, amendments to certain covenants in instruments governing Joy Global's indebtedness and various restructuring and cost reduction activities, a debt or equity investment by a third-party and a strategic merger or a sale of the company.

        In this section entitled "Background of the Merger," we refer to Komatsu Ltd. as "Komatsu."

        During the week of January 25, 2016, representatives of Morgan Stanley & Co., which we refer to as Morgan Stanley, financial advisor to Komatsu, contacted Mr. Edward L. Doheny II, President and Chief Executive Officer of Joy Global, on behalf of Komatsu to indicate that Mr. Tetsuji Ohashi, Chief Executive Officer of Komatsu, was interested in meeting with Mr. Doheny to discuss the Joy Global business. On February 1, 2016, the Joy Global board met to discuss the inquiry received by Mr. Doheny on behalf of Komatsu. The board authorized Mr. Doheny and Mr. James M. Sullivan, Chief Financial Officer of Joy Global, to schedule and attend the meeting.

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        On February 9, 2016, Mr. Doheny and Mr. Sullivan met in Chicago with Mr. Ohashi and Mr. Yasuhiro Inagaki, General Manager, Business Coordination Department Supervising Legal Affairs, of Komatsu. At this meeting, Mr. Ohashi and Mr. Doheny discussed their respective businesses and Mr. Ohashi provided Mr. Doheny with written materials regarding the potential merits of a combination between the two companies generally, including certain complementary product lines and strategic opportunities in the underground hard rock segment. Mr. Doheny gave a brief overview of Joy Global's key growth strategies from their public investor presentation material. However, there was no discussion of specific transaction terms at this meeting.

        On February 23, 2016, Komatsu sent Joy Global a non-binding preliminary proposal providing for the acquisition of Joy Global by Komatsu for $17 in cash per share of Joy Global common stock. The proposal noted that financing was not a condition of Komatsu's offer. Komatsu's proposal noted that completion of any transaction would be subject to certain conditions, including a due diligence review of non-public information of a customary scope and depth and negotiation and completion of definitive acquisition agreements.

        Later on February 23, 2016, Mr. Inagaki telephoned Mr. Doheny to explain Komatsu's proposal. During this conversation, Mr. Doheny acknowledged receipt of the proposal from Komatsu and indicated that while there may be strategic merits to a combination between Joy Global and Komatsu, he viewed the proposed price of $17 in cash per share of Joy Global common stock as an insufficient basis for discussion. However, Mr. Doheny indicated that he would discuss the proposal with the Joy Global board.

        Following discussion between Mr. Doheny and Mr. John Hanson, Chairman of the Joy Global board, on March 1, 2016, Mr. Doheny sent the February 23 Komatsu letter to the full Joy Global board and indicated that the Joy Global board would discuss the proposal at its next regularly scheduled in-person meeting on March 7, 2016.

        On March 7, 2016, the Joy Global board discussed Komatsu's proposal at a regular meeting of the board of directors, at which members of senior management and representatives of Goldman Sachs and Wachtell Lipton were present. In connection with these discussions, members of senior management discussed with the board certain high-level, preliminary financial cases for the future performance of the business representing Joy Global's standalone plans under two different scenarios. The first scenario presented at the meeting reflected a slow recovery in the coal mining industry and Joy Global's businesses potentially reaching the low point of the cycle in 2017, and the second reflected a more robust recovery. In particular, the first scenario assumed that the prices for the commodities that impact Joy Global's businesses would decline substantially in 2016 before slowly recovering from 2017 through 2021, and sales in the hard rock and industrial market would grow at a significantly stronger rate over that period. The second scenario, by contrast, assumed that the prices for the commodities that impact Joy Global's businesses would decline much less significantly in 2016, with a slightly stronger recovery than in the first scenario from 2017 through 2021, and that as compared to the first scenario the sales growth over that period would be slightly higher in the hard rock and industrial market but significantly stronger in service products.

        Representatives of Goldman Sachs then presented to the Joy Global board certain background materials, including certain potential strategic partners for Joy Global (which strategic partners included Komatsu). The Joy Global board and its management and advisors also discussed the current and expected near- and medium-term future of the U.S., China and international coal markets, the current state and anticipated future prospects for Joy Global's business and market perspectives on Joy Global's business and prospects, taking into account inherent external uncertainties, and in particular, the very significant challenges impacting the coal mining industry. The Joy Global board also discussed, among other things, Joy Global's prospects and inherent value (but also risks) as the only remaining pure global mining equipment player, the industrial logic in combining the businesses of Komatsu and

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Joy Global, the value that such transaction would present to Komatsu and whether the timing was appropriate to consider a transaction in light of the current state of Joy Global's business and the markets in which it operates.

        After extensive discussion at this meeting, the Joy Global board was unwilling to rule out the possibility of a transaction but believed that $17 per share was an inappropriate valuation, even in a slow recovery scenario. Accordingly, the Joy Global board instructed Mr. Doheny to inform Komatsu that while Joy Global would be willing to consider potential discussions regarding a transaction, Komatsu's current proposal of $17 in cash per share of Joy Global common stock significantly undervalued Joy Global and was not a basis on which Joy Global would enter into discussions or permit Komatsu to begin due diligence of non-public information of Joy Global. In addition, at the meeting, the Joy Global board noted that it would need to consider which of the two scenarios presented during the meeting was more appropriate in order to compare Joy Global's plans and prospects relative to a potential transaction with Komatsu. The board further noted that any decision to pursue a transaction with Komatsu or another potential acquiror would depend significantly on an updated view of industry conditions, including the extent and timing of any potential turnaround from the current depressed market conditions in the industry. In preparation for any potential future dialogue regarding a potential transaction and to enable the board to evaluate any further proposals with the benefit of these views, the Joy Global board directed management to prepare a robust "bottom's up" financial analysis that would reflect further thinking about the market conditions, for discussion at a subsequent meeting and for use by Goldman Sachs in any future financial analysis.

        On March 9, 2016, Goldman Sachs provided feedback regarding Komatsu's proposal to Morgan Stanley that conveyed the consensus of the Joy Global board.

        On March 30, 2016, Komatsu sent Joy Global another letter indicating that it had considered Joy Global's feedback to Komatsu's February 23 proposal. The March 30 letter contained a revised, non-binding proposal to acquire Joy Global at a price of $23 in cash per share of Joy Global common stock. The letter also requested that representatives of Joy Global and Komatsu meet in person to discuss certain key assumptions regarding the Joy Global business made by Komatsu in connection with its revised proposal. As with the February 23 proposal, Komatsu's letter noted that the revised proposal was subject to Komatsu completing customary confirmatory due diligence and executing definitive acquisition agreements. The letter further noted that except for the changes described therein, the terms of the February 23 proposal remained effective.

        On April 11, 2016, the Joy Global board held a special telephonic meeting to discuss Komatsu's March 30 proposal. After discussion, based on the considerations discussed by the board at this meeting and at prior meetings, the board determined that the proposed price of $23 in cash per share of Joy Global common stock was insufficient but that management should signal its willingness to schedule the requested informational meeting. The Joy Global board directed Mr. Doheny to communicate such to Komatsu.

        Later that day, at the request of the Joy Global board, Goldman Sachs telephoned Morgan Stanley to communicate the view of the Joy Global board that the proposed price of $23 in cash per share of Joy Global common stock was insufficient. Goldman Sachs further noted, as directed by the Joy Global board, that because Joy Global continued to recognize the strategic merits of potentially combining with Komatsu, it would be willing to schedule the management meetings requested in Komatsu's March 30 proposal in an effort to enable Komatsu to improve the terms of its offer. Goldman Sachs noted that, following these meetings, Joy Global would expect Komatsu to improve its valuation before any further discussions regarding a potential transaction.

        On April 13, 2016, to facilitate discussion at management meetings between representatives of Joy Global and Komatsu, at the direction of Joy Global, Joy Global's advisors sent Komatsu's advisors a draft confidentiality agreement. During the course of the month of April, Joy Global, Komatsu and

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their respective legal advisors negotiated the terms of the draft confidentiality agreement, which was executed by Joy Global and Komatsu on May 1 in a form that included standstill provisions.

        On May 1 and May 2, 2016, members of senior management of each of Joy Global and Komatsu met in Chicago to discuss Joy Global's business and operations. Representatives of Goldman Sachs and Morgan Stanley were also present at the meetings. At these meetings, representatives of Joy Global provided to Komatsu further information regarding the Joy Global business, including its new products and business opportunities, and the parties discussed the potential value creation that could result from a combination between Joy Global and Komatsu.

        On May 17, 2016, Komatsu sent Joy Global a letter that contained a revised, non-binding proposal to acquire Joy Global at a price of $24.50 in cash per share of Joy Global common stock. The letter noted that Komatsu would like to commence confirmatory due diligence immediately and that except for the changes described therein, the terms of the February 23 proposal remained effective.

        On May 25, 2016, after discussing the May 17 letter with Mr. Hanson and the company's advisors, Mr. Doheny telephoned Mr. Ohashi to discuss Komatsu's May 17 proposal. Mr. Doheny said that he would discuss Komatsu's May 17 proposal with the Joy Global board at its upcoming regular board meeting scheduled for early June. Mr. Doheny told Mr. Ohashi that while he continued to recognize the strategic merits of potentially combining with Komatsu, he did not believe the offer of $24.50 in cash per share of Joy Global common stock represented appropriate value for Joy Global. Mr. Doheny further noted that he did not think the Joy Global board would recommend engaging further with Komatsu at that price but said that he would contact Mr. Ohashi following the Joy Global board meeting to communicate the board's position.

        On June 2, 2016, Joy Global issued a press release announcing its second quarter fiscal 2016 operating results and providing an updated company outlook for fiscal year 2016. In connection with that updated outlook, Joy Global noted that the mining industry continued to face headwinds from oversupplied commodities and reduced cash flows for most producers. The press release further noted that while there has been mounting evidence of supply curtailments, challenging market conditions were likely to persist, requiring Joy Global to continue to reduce costs as it positioned for the current and future demand environments. The press release further noted that in light of lower service sales from the step down in production forecasts for U.S. coal and Canadian oils sands markets, Joy Global expected sales and earnings for the year (excluding restructuring charges and mark-to-market pension adjustments) to be at the lower end of its previous guidance range.

        On June 6, 2016, the Joy Global board held its regularly scheduled meeting, at which members of senior management and representatives of Goldman Sachs and Wachtell Lipton were present. Members of management informed the board that, in response to the board's request at the March 8, 2016 meeting, management had prepared a "bottom's up" financial analysis containing additional information regarding certain aspects of the Joy Global business for compilation into a total company view of the future performance of the business. It was discussed that this more rigorous analysis resulted in a view that was directionally closer to the scenario involving a slow recovery in the coal mining industry and Joy Global's businesses that had been presented at the March 8 meeting of the board. There was an extensive discussion of this analysis and of current and expected future industry conditions among the members of the board, senior management and advisors, including various sensitivities such as whether any anticipated recoveries were delayed. Representatives of Wachtell Lipton then discussed with the members of the board their fiduciary duties in connection with their consideration of a potential transaction with Komatsu. Representatives of Goldman Sachs then presented to the board a financial analysis of Komatsu's May 17 offer and an overview of financial considerations for Joy Global that took into account the updated detailed analysis presented by management earlier in the meeting, and which had been previously shared with Goldman Sachs. Following these presentations and further discussion among the board, and taking into account the

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discussion of the board at this meeting and at prior meetings, including the updated detailed analysis presented to the board, it was the consensus of the board that a sale of Joy Global to a third party at an appropriate price would be in the best interests of Joy Global and its stockholders.

        During the June 6, 2016 meeting of the Joy Global board, the board also discussed specifically Komatsu's May 17 proposal of $24.50 in cash per share of Joy Global common stock. Based on the discussion at this meeting and at prior meetings, it was the consensus of the board that the May 17 proposal would not be an acceptable price. The Joy Global board determined that, while it had to date been successful in obtaining increasingly higher offers from Komatsu without providing any valuation guidance, in order to obtain an even higher price and best price from Komatsu, it should make a specific counterproposal. After extensive discussion with Joy Global's management and legal and financial advisors, the Joy Global board instructed Mr. Doheny to deliver to Komatsu a counterproposal of $28 in cash per share of Joy Global common stock. The Joy Global board, with advice from its financial advisors, also discussed in detail whether or not Joy Global and its financial advisor should affirmatively seek proposals from other potential acquirors. With assistance from Joy Global's management, representatives of Goldman Sachs presented a specific list of companies, both public and private and located both in the United States and abroad, that might be both interested in and financially capable of acquiring Joy Global for a price at least equal to the price Komatsu would be willing to pay. The Joy Global board, with the assistance of management and its advisors, determined that the list was complete and discussed each of the parties on the list in detail, including the likelihood such party would be interested in a transaction and such party's financial capacity to complete a transaction if one were to be agreed. After extensive discussion with management and its advisors of the merits of contacting some or all of the parties on the list, the board determined that Komatsu was the best buyer for Joy Global and that it was not likely that any other potential party would be willing and capable of acquiring Joy Global at a price equal to or greater than Komatsu. Based on this discussion, and in light of the potential negative consequences of approaching other parties (such as the possibility of a leak that could negatively impact a Komatsu transaction and the Company's standalone operations), the Joy Global board determined that it was not desirable for management or Joy Global's financial advisors to make any outgoing calls at that time but to focus on obtaining the highest price from Komatsu and appropriate flexibility in any potential definitive agreement with Komatsu to consider any alternative bids that might arise.

        On June 7, 2016, Mr. Doheny telephoned Mr. Ohashi to communicate the Joy Global board's position that Komatsu needed to increase its proposal to $28 in cash per share of Joy Global common stock as a basis to commence Komatsu's requested due diligence of Joy Global.

        On June 12, 2016, Mr. Ohashi telephoned Mr. Doheny to inform him that Komatsu was agreeable to Joy Global's proposal of $28 in cash per share of Joy Global common stock, subject to completion of due diligence and negotiation and execution of definitive transaction documentation. Mr. Ohashi indicated that Komatsu desired to continue the next phase of its due diligence evaluation as soon as possible. Mr. Ohashi and Mr. Doheny agreed that they would each direct their management teams and advisors to commence that process promptly. Mr. Ohashi and Mr. Doheny each noted that, subject to the results of Komatsu's due diligence investigation, the parties would work toward announcing any potential transaction during the month of July if a transaction were to occur.

        On June 17, 2016, Joy Global opened an electronic data room containing various non-public materials regarding Joy Global in response to Komatsu's due diligence requests. Joy Global continued to make additional materials available to Komatsu over the course of the next several weeks and Komatsu continued its due diligence evaluation of Joy Global during this time, including by holding due diligence meetings in Chicago with representatives of Joy Global and the parties' respective advisors during late June.

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        On June 22, 2016, Wachtell Lipton sent an initial draft of the merger agreement for the potential transaction to Arnold & Porter LLP, which we refer to as Arnold & Porter, Komatsu's legal counsel.

        On June 30, 2016, Wachtell Lipton and Arnold & Porter held a series of telephone conferences to discuss the key issues that Komatsu expected to raise in connection with revising the draft of the merger agreement. Arnold & Porter noted that, among other things, Komatsu intended to propose a significantly lower level of regulatory efforts obligations than were contained in the initial draft of the merger agreement. Arnold & Porter also noted that Komatsu would request a termination fee payable by Joy Global in certain circumstances equal to 4% of the equity value of the transaction as well as closing conditions relating to obtaining certain third party consents and the exercise of appraisal rights by holders of Joy Global common stock. Arnold & Porter also communicated that Komatsu did not view matters relating to employee retention and ordinary course employee equity grants as matters that needed to be addressed in connection with negotiating the merger agreement, as was proposed by Joy Global, but rather as topics regarding which Joy Global could seek approval from Komatsu following announcement.

        On July 1, 2016, the Joy Global board held a special telephonic meeting, at which senior management and representatives of Goldman Sachs and Wachtell Lipton were present. The board discussed the issues raised by Komatsu in the initial draft of the merger agreement that were conveyed by Arnold & Porter to Wachtell Lipton on the telephone conferences the previous day. Among other things, the Joy Global board indicated that the certainty of closing a transaction once one was announced was very important to the board, and that appropriately addressing matters relating to employee retention and compensation in the merger agreement prior to announcing any transaction would be essential to ensuring that the Joy Global workforce remained focused and productive after the announcement of any transaction and to promote certainty of closing. Following this meeting, as directed by the Joy Global board, Wachtell Lipton telephoned Arnold & Porter to convey the initial reactions and positions of the Joy Global board regarding the issues that Arnold & Porter had communicated to Wachtell Lipton the previous day.

        On July 3, 2016, Mr. Doheny and Mr. Ohashi spoke via telephone to discuss the key issues in the draft merger agreement that they had discussed with their respective legal advisors during the prior few days. Shortly following this call, Wachtell Lipton and Arnold & Porter held a telephone conference to further discuss these issues.

        On July 6, 2016, Arnold & Porter sent a revised draft of the merger agreement to Wachtell Lipton. From July 6 through July 21, Joy Global, Komatsu and their respective legal advisors discussed and negotiated the terms of the merger agreement, and Komatsu and its advisors continued their due diligence review of Joy Global. In these discussions, the parties negotiated open transaction terms, including those relating to the issues raised by Arnold & Porter on the June 30 telephone conferences with Wachtell Lipton and in subsequent conversations between the two legal advisors. Among other things, pursuant to these negotiations, it was agreed that Komatsu America would be subject to a general "reasonable best efforts" standard in connection with seeking required regulatory approvals. Komatsu also agreed to certain other requirements proposed by Joy Global and its legal advisors, including, among other things, commitments relating to obtaining regulatory approvals and a requirement of Komatsu America to pay a $150 million termination fee to Joy Global if the merger agreement is terminated in certain circumstances relating to the failure of Komatsu America to obtain any required regulatory approval. In addition, after significant negotiation it was agreed that the termination fee payable by Joy Global to terminate the merger agreement to accept a competing proposal and in certain other circumstances would equal $75 million. It was also agreed that the merger agreement would address the matters relating to employee retention and granting of equity awards to employees at levels consistent with past practice. The parties also agreed that the merger agreement would include a full guaranty by Komatsu of all payment and performance obligations of

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Komatsu America. For more information regarding these provisions and the other terms of the merger agreement, see the section entitled "The Merger Agreement."

        On July 12 and July 14, 2016, the Joy Global board held special telephonic meetings, at which senior management and representatives of Goldman Sachs and Wachtell Lipton were present, to receive updates from Joy Global's management and advisors regarding the negotiation of the terms of the merger agreement and Komatsu's progress in completing its due diligence review of Joy Global. During these meetings, Joy Global's management and advisors indicated that the merger agreement and due diligence progress could likely be completed during the next week, subject to the approval of the Joy Global board. In addition, the Joy Global board noted that the trading price of shares of Joy Global common stock had increased since Joy Global made its most recent counterproposal on June 6, and had increased even further over the prior several weeks despite no new specific positive news with respect to Joy Global or its financial outlook. Although the board was of the opinion that based on its view of Joy Global's fundamental value a price of $28 in cash per share would be an attractive price, the board instructed management to explore whether Komatsu would be willing to increase its offer price in light of the decreased nominal premium.

        On July 19, 2016, Mr. Doheny telephoned Mr. Ohashi to inform him that there was concern among members of the Joy Global board and management regarding the proposed price of $28 in cash per share of Joy Global common stock in light of the fact that it would now represent a lower premium to the most recent closing price of shares of Joy Global common stock than it would have in early June. Mr. Ohashi indicated in response that Komatsu would not be willing to increase its proposed price of $28 per share.

        On July 19, 2016, the Joy Global board met in person, together with members of Joy Global management and representatives of Goldman Sachs and Wachtell Lipton, to further discuss and consider the Komatsu transaction. Mr. Doheny and other members of senior management briefed the board on the status of negotiations with Komatsu and the due diligence process. The board also received an updated financial analysis presentation from representatives of Goldman Sachs, including with respect to Joy Global's preliminary financial analysis and a potential acquisition by Komatsu (based on the latest price of $28 in cash per share of Joy Global common stock offered by Komatsu). Representatives of Wachtell Lipton discussed the directors' fiduciary duties and presented to the board a detailed summary of the terms of the current draft of the merger agreement. During the course of these discussions, the Joy Global board reaffirmed its belief, following further discussion with its financial advisors, that Komatsu was the potential transaction partner most likely to offer the best value to Joy Global's stockholders and, further, that if there were another buyer capable of and willing to make a more compelling offer to acquire Joy Global, agreeing to and announcing a transaction with Komatsu would be the best way to elicit any such offer, which offer would not be precluded by the terms of the merger agreement such as the termination fee payable by Joy Global to Komatsu in certain specified circumstances of $75 million, which amount the Joy Global board believed to be appropriate taking into account the range of such termination fees in recent comparable transactions.

        After extensive discussions at this meeting, including regarding the financial analysis prepared by management for discussion at prior meetings and the financial analysis prepared by Goldman Sachs regarding Joy Global and the proposed Komatsu transaction, and as to the matters described in the section entitled "The Merger—Reasons for the Merger; Recommendation of the Joy Global Board of Directors," the Joy Global board expressed support for the Komatsu transaction. The board authorized Joy Global's management and advisors to seek to resolve remaining open issues and finalize the merger agreement with a view toward being in a position to publicly announce a transaction later that week if one were to occur, subject to final board approval. However, consistent with its discussions at the July 14 meeting, the Joy Global board also noted that the trading price of shares of Joy Global common stock had not changed materially since the July 14 meeting and that, as a result, the proposed price of $28 in cash per share of Joy Global common stock represented a premium of less than 20% to

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the most recent closing price of shares of Joy Global common stock. While the Joy Global board was aware of the premium over the historic trading prices of Joy Global common stock, and although the views of the Joy Global board as to the fundamental value of Joy Global had not changed materially since the preliminary agreement on a price of $28 in cash per share of Joy Global common stock (nor had the value of Joy Global indicated by the financial analysis prepared by Goldman Sachs), the members of the board and Goldman Sachs noted that a low or relatively low premium relative to the most recent closing price of shares of Joy Global common stock, particularly one of less than 20% could complicate the announcement of any transaction and associated communications. After further discussion among the Joy Global board and its legal and financial advisors, it was the consensus of the board that Mr. Doheny should again telephone Mr. Ohashi to ask again whether Komatsu would be willing to increase the price to a level that would provide a 20% premium above the closing price on the day prior to announcement of a transaction.

        Following the July 19, 2016 meeting of the Joy Global board, on July 19 and July 20, Joy Global, Komatsu and their respective legal advisors continued negotiations toward finalizing the merger agreement and completing the due diligence process.

        On July 20, 2016, Mr. Doheny telephoned Mr. Ohashi to propose an increased price of $28.50 in cash per share of Joy Global common stock, in light of the recent unexplained increase in Joy Global's trading price. After discussion with Mr. Doheny, Mr. Ohashi made a revised offer of $28.30 in cash per share of Joy Global common stock. Mr. Ohashi noted that a price of $28.30 in cash per share of Joy Global common stock represented a premium of above 20% to the closing price of shares of Joy Global common stock on the NYSE that day. Mr. Ohashi stated that Komatsu was unwilling to increase its price to $28.50, but that in an effort to address the concern raised, he would recommend a price of $28.30, which equated to a premium of 20% to the Joy Global closing price that day. Mr. Doheny agreed to communicate the revised offer to the Joy Global board and asked that Mr. Ohashi inform him when the Komatsu board approved the increased price. Mr. Ohashi noted that the Komatsu board was scheduled to meet later that day.

        Later that day, on July 20, 2016, Mr. Ohashi telephoned Mr. Doheny to inform him that the Komatsu board had approved entering into the merger agreement to acquire Joy Global at the increased price of $28.30 in cash per share of Joy Global common stock, which revised offer was subject to approval of the Komatsu board. Mr. Ohashi further noted that the Komatsu board had expressed a desire to publicly announce the transaction around the close of business on July 21 in Japan (which would be during the early morning of July 21 in Milwaukee).

        During the evening of July 20, 2016, the Joy Global board met telephonically, together with members of Joy Global management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Doheny informed the board of the increased agreed price of $28.30 in cash per share of Joy Global common stock and noted that although Joy Global could not identify specific reasons for the increases in the trading price of its shares of common stock over the past several weeks, it was able to use those increases as a basis to negotiate for a higher price from Komatsu. Representatives of Wachtell Lipton reviewed with the directors the updated key terms of the merger agreement, and representatives of Goldman Sachs provided directors with an updated financial analysis presentation, which had been updated since the July 19 board meeting for more recent stock trading prices and to reflect the updated price of $28.30 in cash per share of Joy Global common stock from Komatsu. After discussion among the members of the board, management and the board's advisors, representatives of Goldman Sachs delivered an oral opinion, which was subsequently confirmed in writing, to the board of directors of Joy Global to the effect that, as of the date thereof and based upon and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken described in its written opinion, the per share price to be received in the merger by holders of Joy Global common stock (other than Komatsu and its affiliates) was fair, from a financial point of view, to such holders. See the section entitled "The Merger—Opinion of Goldman Sachs" for more information. Following discussion among the directors, after careful consideration, the Joy Global board unanimously determined that the merger agreement and the merger were fair to, advisable and in the best interests of Joy Global and its stockholders and unanimously approved the merger agreement and the merger.

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        Following approval by the boards of each of Joy Global and Komatsu of the merger and the merger agreement, late in the evening on July 20, 2016 in the United States and during the morning of July 21, 2016, in Japan, Komatsu and Joy Global finalized and executed the merger agreement.

        On July 21, 2016, Joy Global and Komatsu each issued a press release announcing execution of the merger agreement.

Reasons for the Merger; Recommendation of the Joy Global Board of Directors

        The Joy Global board, with the assistance of its financial and legal advisors, evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously approved the merger agreement and determined that the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Joy Global and its stockholders. Accordingly, the Joy Global board unanimously recommends that the stockholders of Joy Global vote "FOR" the proposal to adopt the merger agreement.

        In this section entitled "Reasons for the Merger; Recommendation of the Joy Global Board of Directors," we refer to Komatsu Ltd. as "Komatsu."

        In the course of reaching its recommendation, the Joy Global board considered the following positive factors relating to the merger agreement and the merger, each of which the board believed supported its decision:

•

Attractive Value.  The Joy Global board believed that the price of $28.30 in cash per share of Joy Global common stock provided stockholders with attractive value for their shares of Joy Global common stock. In considering the price of $28.30 in cash per share, the Joy Global board noted that this price:



•

represented a premium of approximately 48% to the volume weighted average closing price of Joy Global's common stock for the 90 trading days prior to and including July 20, 2016, the last trading day before public announcement of the transaction;



•

represented a premium of approximately 41% to the volume weighted average closing price of Joy Global's common stock for the 60 trading days prior to and including July 20, 2016, the last trading day before public announcement of the transaction;



•

represented a premium of approximately 20% to the closing price of Joy Global's common stock on July 20, 2016, the last trading day before public announcement of the transaction; and



•

implied an enterprise value to fiscal year 2016 estimated adjusted EBITDA multiple (based on IBES consensus estimates for EBITDA as of July 20, 2016) for Joy Global of approximately 16.4x.



•

Historically Challenging Industry Environment and Outlook.  The Joy Global board considered the historically challenging industry environment in recent years and the expected outlook for the mining industry, noting that the demand for original equipment sales and for service of Joy Global's products is driven primarily by price volatility of the commodities that its equipment is used to mine. In particular, the Joy Global board noted:



•

the declining prices of coal, iron ore, copper, natural gas and other commodities that indirectly effect Joy Global's operations and profitability, and that depressed commodity prices were expected to persist in the near- to medium-term;



•

the decreasing levels of coal burn and coal production in the U.S. and China in recent years that were expected to continue to decrease;

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•

the increase in coal-fired power plant closures in the U.S. in 2015 and 2016 as compared to recent prior years and that additional closures were expected to occur in future years;



•

that capital expenditures in the mining industry had declined each year since 2013 and were expected to continue to decline and remain at depressed levels in the near- to medium-term;



•

that several coal industry participants, including significant Joy Global customers such as Peabody Energy, had recently commenced bankruptcy proceedings given the historically challenging environment for coal; and



•

that Joy Global's business performance continued to deteriorate during the period subsequent to the initiation of discussions with Komatsu in February 2016.



•

Best Alternative for Maximizing Stockholder Value.  The Joy Global board considered that the merger consideration was more favorable to Joy Global's stockholders than the potential value that would reasonably be expected to result from other alternatives reasonably available to Joy Global, in light of a number of factors, including:



•

the Joy Global board's assessment of Joy Global's business, assets and prospects, its competitive position, its historical and projected financial performance and its short-term and long-term capital needs, including in each case, in light of the market and industry outlook described above under "Historically Challenging Industry Environment and Outlook" and Joy Global's business plan;



•

the strategic and financial alternatives reasonably available to Joy Global, and the risks and uncertainties associated with those alternatives, none of which were deemed likely to result in value to Joy Global's stockholders that would exceed, on a present-value basis, the value of the merger consideration;



•

that a significant amount of the growth in Joy Global's forward looking plans was dependent on the successful introduction of new products and a recovery in coal market conditions, both of which are inherently uncertain;



•

the Joy Global board's belief, after consultation with its financial advisors, that Komatsu was the most logical acquiror of Joy Global and, in light of Komatsu's industry position, strong balance sheet and financial position and Komatsu's and Joy Global's complementary products and businesses, that Komatsu would be the potential transaction partner most likely to offer the best combination of value and closing certainty to Joy Global's stockholders and, further, that if there were another buyer capable of and willing to make a more compelling offer to acquire Joy Global, agreeing to and announcing a transaction with Komatsu would be the best way to elicit any such offer, which offer would not be precluded by the terms of the merger agreement, including that the termination fee payable by Joy Global to terminate the merger agreement to accept a competing proposal and in certain other circumstances would equal $75 million, which amount the Joy Global board believed to be appropriate taking into account the range of such termination fees in recent comparable transactions;



•

the fact that Joy Global and Komatsu undertook extensive negotiations, resulting in substantially increased merger consideration for the Joy Global stockholders as compared to Komatsu's earlier proposals; and



•

the Joy Global board's belief, based on input from senior management and Joy Global's advisors with respect to Komatsu's statements made and positions taken during extensive negotiations, that the price of $28.30 in cash per share of Joy Global common stock reflected in the merger agreement was the maximum amount that Komatsu would be willing

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to pay to acquire Joy Global and the risk that any delay or interruption in the negotiations
with Komatsu could result in Komatsu withdrawing or lowering its price either as a result of a continued deterioration in the commodities markets and Joy Global's business, or otherwise.

•

Fairness Opinion of Goldman Sachs.  The Joy Global board considered the financial analysis presentation of Goldman Sachs and the opinion of Goldman Sachs rendered to the Joy Global board to the effect that, as of the date of that opinion and based upon and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken described therein, the per share price to be received in the merger by holders of Joy Global common stock (other than Komatsu and its affiliates) was fair, from a financial point of view, to such holders (as more fully described in the section entitled "The Merger—Opinion of Goldman Sachs").



•

Certainty of Value.  The Joy Global board considered that the proposed merger consideration is all cash, thereby providing Joy Global's stockholders with certainty of value and liquidity for their shares, especially when viewed against the risks and uncertainties inherent in Joy Global's business, including the internal and external risks associated with Joy Global's standalone strategy.



•

High Probability of Completion.  The Joy Global board considered the likelihood of completion of the merger to be high, particularly in light of the terms of the merger agreement, including:



•

the commitment of Komatsu America in the merger agreement to use its reasonable best efforts to complete the merger, including its commitment to make certain divestitures of assets, businesses and product lines representing up to $600 million of revenues if required to obtain the necessary antitrust clearances, its commitment to litigate if necessary in connection with obtaining the required approvals (subject to certain limitations described in the merger agreement), and its obligation to pay a $150 million termination fee to Joy Global if the merger agreement is terminated in certain circumstances relating to the failure of Komatsu America to obtain any such clearance (see the section entitled "The Merger Agreement—Regulatory Efforts" for more information);



•

the absence of a financing condition in the merger agreement, the belief that Komatsu America would have the financial resources needed to complete the merger, the representations of Komatsu America in the merger agreement as to its financial capability and the guarantee by Komatsu in the merger agreement of the full and timely payment and performance of the duties, obligations and responsibilities of Komatsu America (see the section entitled "The Merger—Financing" for more information);



•

the full guaranty by Komatsu of all of the payment and performance obligations of Komatsu America in the merger agreement; and



•

the conditions to closing contained in the merger agreement, which are customary in number and scope, and which, in the case of the condition related to the accuracy of Joy Global's representations and warranties, are generally subject to a "Material Adverse Effect" qualification that the Joy Global board viewed as favorable given that it does not permit taking into account any change or condition affecting the mining or heavy equipment manufacturing and servicing industries in North America or in any other region where such industries exist for purposes of determining whether a Material Adverse Effect has occurred (see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" for more information).

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•

Opportunity to Receive and Accept a Superior Proposal.  The Joy Global board considered the terms of the merger agreement permitting Joy Global to respond to unsolicited alternative proposals, and the other terms of the merger agreement, including:



•

Joy Global's right, subject to certain conditions, to respond to and negotiate unsolicited acquisition proposals made before the time Joy Global's stockholders adopt the merger
agreement, which was not expected to take place for several months after the public announcement of the Komatsu transaction, giving any other potential acquiror ample time to make such a proposal (see the section entitled "The Merger Agreement—Alternative Proposals; No Solicitation" for more information);



•

the right of the Joy Global board to terminate the merger agreement in specified circumstances relating to a superior proposal, subject, in specified cases, to payment of a termination fee of $75 million, which amount the Joy Global board believed to be reasonable under the circumstances and taking into account the range of such termination fees in similar transactions, and the board's view that a fee of such size would not be a deterrent to a superior alternative acquisition proposal (see the sections entitled "The Merger Agreement—Alternative Proposals; No Solicitation—Fiduciary Exception," "The Merger Agreement—Termination" and "The Merger Agreement—Termination Fee" for more information); and



•

the right of Joy Global stockholders who do not vote in favor of the proposal to adopt the merger agreement to seek appraisal of the fair value of their shares of Joy Global common stock as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for such an appraisal before the vote on the proposal to adopt the merger agreement and comply with the other Delaware law procedures explained in the accompanying proxy statement (see the section entitled "Appraisal Rights" for more information).

        In the course of reaching its recommendation, the Joy Global board also considered the risks and potentially negative factors relating to the merger agreement and the merger, including:

•

that Joy Global stockholders will have no ongoing equity participation in Joy Global or the combined company following the merger, and that such stockholders will therefore cease to participate in Joy Global's and the combined company's future earnings or growth, if any, or to benefit from increases, if any, in the value of the Joy Global common stock or Komatsu's shares;



•

the possibility, though unlikely from Joy Global's perspective, that the merger does not close (including as a result of events outside of either party's control) and that completion of the merger could take up to 18 months after execution of the merger agreement, as well as the risks and costs to Joy Global if the merger does not close, including that the $150 million termination fee payable to Joy Global by Komatsu America is only payable in certain circumstances and, even if it is paid, may not adequately compensate Joy Global for the cost of the disruption to its business for up to 18 months;



•

the fact that Komatsu's commitments in the merger agreement to seek to complete the merger are subject to specified limitations and that the necessary antitrust clearances to complete the merger might not be obtained in a timely manner, or at all (see the section entitled "The Merger Agreement—Regulatory Efforts" for more information);



•

the adverse impact on Joy Global if there is uncertainty about the likelihood, timing or effects of completion of the merger, including uncertainty about the effect of the proposed merger on Joy Global's employees, potential and existing customers and suppliers and other parties, which may impair Joy Global's ability to attract, retain and motivate key personnel and could cause third

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parties to seek to change or not enter into business relationships with Joy Global, as well as the risk of management distraction as a result of the merger;

•

the merger agreement's restrictions on the conduct of Joy Global's business before completion of the merger, generally requiring Joy Global to conduct its business in the ordinary course and prohibiting Joy Global from taking specified actions (as more fully described in the section entitled "The Merger Agreement—Conduct of Business Pending the Merger");



•

the possibility that Joy Global could be required under the terms of the merger agreement to pay a termination fee of $75 million in certain circumstances (as more fully described in the section entitled "The Merger Agreement—Termination—Termination Fee");



•

that the receipt of cash by stockholders in exchange for their shares of Joy Global common stock pursuant to the merger will be a taxable transaction to Joy Global stockholders for U.S. federal income tax purposes (as more fully described in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger"); and



•

the risks of the type and nature described under the section entitled and "Forward-Looking Statements" and in the risk factors included in the documents incorporated by reference in the proxy statement.

        The foregoing discussion of the information and factors considered by the Joy Global board includes the material factors considered by the Joy Global board but does not necessarily include all of the factors considered by the Joy Global board. In view of the complexity and variety of factors considered in connection with its evaluation of the merger agreement and the merger, the Joy Global board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Joy Global board unanimously recommended that the stockholders of Joy Global vote in favor of adoption of the merger agreement based upon the totality of information it considered.

Opinion of Joy Global's Financial Advisor

        In connection with the merger, Joy Global's financial advisor, Goldman Sachs delivered its written opinion, dated July 21, 2016, to the Joy Global board, to the effect that, as of July 21, 2016 and based upon and subject to the factors and assumptions set forth therein, the $28.30 in cash per share of Joy Global common stock to be paid to holders (other than Komatsu Ltd. and its affiliates) of the outstanding shares of Joy Global common stock pursuant to the merger agreement was fair from a financial point of view to such holders. In this section entitled "Opinion of Joy Global's Financial Advisor," we refer to Komatsu Ltd. as "Komatsu."

        The full text of the written opinion of Goldman Sachs, dated July 21, 2016, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. The summary of the Goldman Sachs opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs' written opinion. Goldman Sachs' advisory services and opinion were provided for the information and assistance of the Joy Global board in connection with its consideration of the merger, and such opinion does not constitute a recommendation as to how any holder of Joy Global's common stock should vote with respect to the merger or any other matter. Pursuant to an engagement letter between Joy Global and Goldman Sachs, Joy Global has agreed to pay Goldman Sachs a transaction fee of approximately $28.5 million, all of which is contingent upon consummation of the merger.

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        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the merger agreement;



•

annual reports to stockholders and Annual Reports on Form 10-K of Joy Global for the five fiscal years ended October 30, 2015;



•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Joy Global;



•

certain other communications from Joy Global and Komatsu to their respective stockholders;



•

certain publicly available research analyst reports for Joy Global and Komatsu; and



•

certain internal financial analyses and forecasts for Joy Global prepared by its management, as approved by Joy Global for use by Goldman Sachs (the "Joy Global Forecasts").

        Goldman Sachs also held discussions with members of the senior management of Joy Global regarding their assessment of the past and current business operations, financial condition and future prospects of Joy Global; reviewed the reported price and trading activity for the shares of Joy Global common stock; compared certain financial and stock market information for Joy Global with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the mining and industrial equipment manufacturing industries and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

        For purposes of rendering its opinion, Goldman Sachs, with the consent of Joy Global, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with the consent of Joy Global, that the Joy Global Forecasts had been reasonably prepared on a basis reflecting the best then currently available estimates and judgments of Joy Global management. Goldman Sachs did not make an independent evaluation, appraisal or geological or technical assessment of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Joy Global or any of its subsidiaries, and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs assumed that the merger would be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

        Goldman Sachs' opinion did not address the underlying business decision of Joy Global to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may have been available to Joy Global; nor did it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Joy Global or any other alternative transaction. Goldman Sachs' opinion addresses only the fairness from a financial point of view to the holders (other than Komatsu and its affiliates) of shares of Joy Global common stock, as of July 21, 2016, of the $28.30 in cash per share of Joy Global common stock to be paid to such holders pursuant to the merger agreement. Goldman Sachs did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of

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Joy Global; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Joy Global, or class of such persons, in connection with the merger, whether relative to the $28.30 in cash per share of Joy Global common stock to be paid to the holders (other than Komatsu and its affiliates) of shares of Joy Global common stock, pursuant to the merger agreement or otherwise. Goldman Sachs did not express any opinion as to the impact of the merger on the solvency or viability of Joy Global or Komatsu or the ability of Joy Global or Komatsu to pay their respective obligations when they come due. Goldman Sachs' opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, July 21, 2016, the date of its opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after July 21, 2016. Goldman Sachs' advisory services and its opinion were provided for the information and assistance of the Joy Global board in connection with its consideration of the merger and such opinion does not constitute a recommendation as to how any holder of shares of Joy Global common stock should vote with respect to the merger or any other matter. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

Summary of Material Financial Analyses

        The following is a summary of the material financial analyses delivered by Goldman Sachs to the Joy Global board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent the relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 20, 2016, the last trading day before the public announcement of the merger, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis

        Goldman Sachs reviewed the historical trading prices and volumes for Joy Global common stock for the one year period ended July 20, 2016, the last trading day prior to the announcement of the merger. In addition, Goldman Sachs analyzed the $28.30 in cash per share of Joy Global common stock to be paid to the holders of Joy Global common stock (other than Komatsu and its affiliates) pursuant to the merger agreement, in relation to the closing market price of shares of Joy Global common stock on July 20, 2016, the 52-week high and low market prices of shares of Joy Global common stock for the period ended July 20, 2016, the volume-weighted average closing prices of shares of Joy Global common stock for the 30-day, 60-day and 90-day periods ended July 20, 2016 and the median research target price of $20.00 per share of Joy Global common stock.

        This analysis indicated that the price per share to be paid to Joy Global stockholders pursuant to the merger agreement represented:

•

a premium of 20% to the closing market price on July 20, 2016 of $23.55 per share of Joy Global common stock;



•

a discount of 2% based on the 52-week intraday high market price of $28.99 per share of Joy Global common stock for the 52-week period ended on July 20, 2016;



•

a premium of 239% based on the 52-week intraday low market price of $8.35 per share of Joy Global common stock for the 52-week period ended on July 20, 2016;

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•

a premium of 30% to the volume-weighted average closing price of $21.72 per share of Joy Global common stock for the 30-day period ended on July 20, 2016;



•

a premium of 41% to the volume-weighted average closing price of $20.01 per share of Joy Global common stock for the 60-day period ended on July 20, 2016;



•

a premium of 48% to the volume-weighted average closing price of $19.12 per share of Joy Global common stock for the 90-day period ended on July 20, 2016;



•

a premium of 42% to the median research target price of $20.00 per share of Joy Global common stock.

Analysis at Various Prices

        Goldman Sachs calculated various financial multiples and ratios for Joy Global using (i) the closing price of shares of Joy Global common stock on July 20, 2016 and (ii) the offer price of $28.30 in cash per share of Joy Global common stock to be paid pursuant to the merger agreement.

        The multiples and ratios were based on information obtained from Joy Global Management and the Institutional Brokers' Estimate System, known as IBES, as of July 20, 2016. Goldman Sachs calculated, among other things:

•

enterprise value, or EV, which is the market capitalization of Joy Global calculated using the closing price of shares of Joy Global common stock multiplied by the number of fully diluted shares of Joy Global common stock outstanding, as provided by Joy Global management, plus the total debt amount, less cash and cash equivalents of Joy Global as of April 29, 2016, as a multiple of Joy Global's actual reported and estimated sales, which is referred to below as EV/Sales, for the four quarter period ended April 29, 2016, which period we refer to as "LTM", and for fiscal year 2016, respectively;



•

EV as a multiple of Joy Global's management-adjusted and estimated EBITDA, which is referred to below as EV/ EBITDA, for LTM and for fiscal years 2016 and 2017, respectively; and



•

Share price as a multiple of Joy Global's estimated earnings, which is referred to below as P/E, for fiscal years 2016 and 2017, respectively.

        The following table presents the results of these analyses:

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Illustrative Present Value of Future Share Price Analysis

        Goldman Sachs performed an illustrative analysis of the implied present value of the future value per share of Joy Global common stock, which is designed to provide an indication of the present value of a theoretical future value of a company's equity as a function of such company's estimated future financial performance. For this analysis, Goldman Sachs used Joy Global Forecasts for fiscal years 2019, 2020 and 2021. Goldman Sachs first calculated illustrative enterprise values of Joy Global at the end of each of the fiscal years 2018, 2019 and 2020 by multiplying the respective one-year forward adjusted EBITDA (defined as EBITDA adjusted to account for excess purchase accounting, restructuring costs, mark-to-market pension and other pension items, impairment charges, acquisition costs and other non-recurring items) estimates per the Joy Global Forecasts for the fiscal years 2019, 2020 and 2021 by one-year forward enterprise value to adjusted EBITDA multiples ranging from 7.5x to 8.5x. Goldman Sachs then subtracted Joy Global's net debt as of the relevant year end per the Joy Global Forecasts from the illustrative enterprise values in order to calculate the implied future equity values. The value of accreted dividends was added to the implied future equity values, and the total value was divided by the projected fiscal year end fully diluted shares of Joy Global common stock outstanding, as provided in the Joy Global Forecasts. Goldman Sachs then calculated the implied present values of the implied per share future values of Joy Global common stock by discounting to present values as of April 29, 2016 using an illustrative discount rate range of 16.0% to 19.0%, reflecting an estimate of Joy Global's cost of equity. This analysis resulted in a range of implied present values of $22 to $31 (values rounded) per share of Joy Global common stock.

Illustrative Discounted Cash Flow Analysis

        Goldman Sachs performed an illustrative discounted cash flow analysis of Joy Global. Using discount rates ranging from 14.0% to 15.0%, reflecting estimates of Joy Global's weighted average cost of capital, and the Joy Global Forecasts, Goldman Sachs discounted to present value as of April 29, 2016 (i) estimates of unlevered free cash flow for Joy Global for the six months ending October 31, 2016 and the five years ending October 31, 2021, and (ii) a range of illustrative terminal values for Joy Global as of October 31, 2021, which were calculated by applying a terminal multiple range of 8.0x to 9.0x to an estimate of Joy Global's terminal EBITDA. Goldman Sachs derived ranges of illustrative enterprise values for Joy Global by adding the ranges of present values it derived above. Goldman Sachs then subtracted Joy Global's net debt as of April 29, 2016, as provided in Joy Global's 10-Q fillings as of the fiscal quarter ending on April 29, 2016, from the range of illustrative enterprise values it derived to derive a range of illustrative equity values for Joy Global. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Joy Global, as provided by the management of Joy Global, to derive a range of illustrative present values per share ranging from $24 to $29 (values rounded).

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Selected Transactions Analysis

        Goldman Sachs analyzed certain information relating to the selected transactions in the heavy equipment industry listed below using Merger Market, press releases and public financial reports.

        For each of the selected transactions, Goldman Sachs calculated and compared the target's total enterprise value, as implied by the precedent transaction, as a multiple of the target's adjusted EBITDA for the most recently reported latest twelve month period ending prior to the announcement of the transaction ("EV / LTM EBITDA"). Although none of the selected companies is directly comparable to Joy Global or Komatsu, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Joy Global and Komatsu.

        The following table presents the results of this analysis:

        Based on the results described above and other factors that Goldman Sachs considered appropriate, and applying its experience and professional judgment, Goldman Sachs applied an illustrative EV / LTM EBITDA multiple range of 11x to 17x to the fiscal year 2016 adjusted EBITDA

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estimates of Joy Global per the Joy Global Forecasts to derive an illustrative value range per share of Joy Global common stock of $14 to $26.

Selected Historical Premia Analysis

        Goldman Sachs reviewed and analyzed the acquisition premia for all cash transactions involving the acquisition of United States public companies with equity values of greater than $1 billion announced between January 1, 2004 and July 20, 2016, using publically available sources and Thompson data. Announced premia were calculated relative to the target's closing share price (i) one day prior to announcement of the applicable transaction and (ii) volume-weighted average closing price for 60 days prior to announcement of the applicable transaction. The following table summarizes the results of this analysis:

Average 1-Day Prior Acquisition Premia

Average 60-Day VWAP Prior Acquisition Premia

        Goldman Sachs derived a range in line with the average premia observed over this time period for the relevant transactions of 30% to 40% for each of the average one-day acquisition premia and the average 60-day VWAP acquisition premia. Applying these acquisition premia to the closing share price

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of Joy Global common stock on July 20, 2016, Goldman Sachs calculated a range of implied per share values of Joy Global common stock of $31 to $33, with respect to one-day acquisition premia, and $26 to $28, with respect to the average 60-day VWAP acquisition premia.

Other Important Considerations

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Joy Global or Komatsu or the contemplated transaction.

        Goldman Sachs prepared these analyses for purposes of providing its opinion to the Joy Global board as to the fairness from a financial point of view to the holders of Joy Global common stock (other than Komatsu and its affiliates) of the $28.30 in cash per share of Joy Global common stock to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Joy Global, Komatsu, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

        The merger consideration was determined through arm's-length negotiations between Joy Global and Komatsu and was approved by the Joy Global board. Goldman Sachs provided advice to Joy Global during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Joy Global or the Joy Global board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

        As described above, Goldman Sachs' opinion to the Joy Global board was one of many factors taken into consideration by the Joy Global board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

        Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Joy Global, Komatsu, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transactions contemplated by the merger agreement for the accounts of Goldman Sachs and its affiliates and employees and their customers. Goldman Sachs acted as financial advisor to Joy Global in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the merger agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to Joy Global and its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may

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receive, compensation. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Komatsu and/or its affiliates from time to time. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Joy Global, Komatsu and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation.

        The Joy Global board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated July 20, 2016, Joy Global engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction. The engagement letter between Joy Global and Goldman Sachs provides for a transaction fee of approximately $28.5 million, all of which is contingent upon consummation of the merger. In the event the merger agreement is terminated prior to consummation of the merger or the merger is not otherwise consummated, the engagement letter between Joy Global and Goldman Sachs provides for a payment to Goldman Sachs equal to the lesser of the transaction fee that would have been payable to Goldman Sachs (approximately $28.5 million) and 30% of any payment or other consideration Joy Global receives pursuant to the terms of the merger agreement related to such termination or non-consummation. In addition, Joy Global has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Certain Joy Global Unaudited Prospective Financial Information

        In connection with the merger, Joy Global's management prepared the Joy Global Forecasts for internal use and provided them to the Joy Global board, for the purposes of considering, analyzing and evaluating Joy Global's strategic and financial alternatives, including the merger. The Joy Global Forecasts were also provided to Goldman Sachs in connection with rendering their respective fairness opinions to the Joy Global board and in performing the related analyses. Joy Global does not as a matter of course make public projections as to future performance due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, Joy Global is including in this proxy statement a summary of certain limited unaudited prospective financial information for Joy Global on a stand-alone basis, without giving effect to the merger, to give Joy Global stockholders access to certain nonpublic information provided to the Joy Global board and Goldman Sachs for purposes of considering and evaluating the merger. The inclusion of the Joy Global Forecasts should not be regarded as an indication that the Joy Global board, Joy Global, Goldman Sachs, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

        The Joy Global Forecasts and the underlying assumptions upon which the Joy Global Forecasts were based are subjective in many respects, and subject to multiple interpretations and frequent revisions attributable to the cyclicality of Joy Global's industry and based on actual experience and business developments. The Joy Global Forecasts reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Joy Global's control. Multiple factors, including those described in the section entitled "Cautionary Statement Concerning Forward-Looking Statements," could cause the Joy Global Forecasts or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the Joy Global Forecasts will be realized or that actual results will not be significantly higher or lower than projected. Because the Joy Global Forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. The Joy Global Forecasts do not take into account any circumstances or events occurring after the date on which they were prepared. Economic and business environments can and do change quickly, which adds an

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additional significant level of uncertainty as to whether the results portrayed in the Joy Global Forecasts will be achieved. As a result, the inclusion of the Joy Global Forecasts in this proxy statement does not constitute an admission or representation by Joy Global or any other person that the information is material. The summary of the Joy Global Forecasts is not provided to influence Joy Global stockholders' decisions regarding whether to vote for the merger proposal.

        The Joy Global Forecasts were not prepared with a view toward public disclosure or toward compliance with United States generally accepted accounting principles ("GAAP"), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Ernst & Young LLP ("Ernst & Young"), Joy Global's independent registered public accounting firm, nor any other accounting firm, has examined, compiled or performed any procedures with respect to the Joy Global Forecasts, and accordingly, Ernst & Young does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young report incorporated by reference in this proxy statement relates to Joy Global's historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

        The following is a summary of the Joy Global Forecasts:

Summary of the Joy Global Forecasts
(dollars in millions)

        The Joy Global Forecasts do not take into account the possible financial impact and other effects of the merger on Joy Global and do not attempt to predict or suggest future results of the combined company. The Joy Global Forecasts do not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved by the combined company as a result of the merger, the effect on Joy Global of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in

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anticipation of the merger. Further, the Joy Global Forecasts do not take into account the effect on Joy Global of any possible failure of the merger to occur.

        For the foregoing reasons, and considering that the special meeting will be held several months after the Joy Global Forecasts were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Joy Global Forecasts set forth above. No one has made or makes any representation to any stockholder regarding the information included in the Joy Global Forecasts. Joy Global urges all Joy Global stockholders to review its most recent SEC filings for a description of its reported financial results. See the section entitled "Where You Can Find Additional Information."

        In addition, the Joy Global Forecasts have not been updated or revised to reflect information or results after the date the Joy Global Forecasts were prepared or as of date of this proxy statement, and except as required by applicable securities laws, Joy Global does not intend to update or otherwise revise the Joy Global Forecasts or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. None of the Joy Global board, Joy Global, Goldman Sachs, or any of Joy Global's and Komatsu's affiliates assumes any responsibility for the validity, accuracy or completeness of the Joy Global Forecasts.

Interests of the Company's Directors and Executive Officers in the Merger

        In considering the recommendation of the Company's board that you vote to adopt the merger agreement, you should be aware that aside from their interests as stockholders of the Company, the directors and executive officers of the Company may have interests in the merger that are different from, or in addition to, those of other stockholders of the Company generally. The members of the Company's board were aware of, and considered, these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the stockholders of the Company that the merger agreement be adopted. The Company's stockholders should take these interests into account in deciding whether to vote "FOR" the proposal to adopt the merger agreement. These interests are described in more detail below, and certain of them are quantified within the narrative disclosure and the table below. The transactions contemplated by the merger agreement will be a "change in control," "change of control," or term of similar meaning for purposes of the Company's executive compensation and benefit plans and agreements described below.

Certain Assumptions

        Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

•

The relevant price per share of the Company common stock is $28.30, which is the amount of the merger consideration;



•

The effective time is August 11, 2016, which is the assumed date of the closing of the merger solely for purposes of the disclosure in this section;



•

Each executive officer of the Company experiences a qualifying termination, including a termination by the Company without "cause" or resignation by the named executive officer for "good reason," as such terms are defined in the relevant Company plans and agreements, immediately following the assumed effective time of August 11, 2016.

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Equity Compensation

        Treatment of Stock Options.    At the effective time, each Joy Global stock option that is outstanding as of the effective time, whether vested or unvested, will be cancelled in consideration for the right to receive a cash payment (without interest and less applicable withholding taxes) equal to the product of (1) the number of shares of Joy Global common stock subject to such option as of immediately prior to the effective time and (2) the excess, if any, of the merger consideration over the exercise price per share of such option as of immediately prior to the effective time.

        Treatment of Company Restricted Share Unit Awards and Company Performance Share Awards.    At the effective time, each Joy Global restricted share unit award that was granted prior to the date of the merger agreement, each Joy Global restricted share unit award that is held by a non-employee director (whether granted to such director prior to or after the date of the merger agreement) and each Joy Global performance share award that is outstanding as of immediately prior to the effective time will be cancelled in consideration for the right to receive a cash payment (without interest and less applicable withholding taxes) equal to the product of (1) the number of shares of Joy Global common stock subject to such award as of immediately prior to the effective time and (2) the merger consideration. For each Joy Global performance share award outstanding immediately prior to the effective time, the number of shares subject to the applicable award shall be one hundred percent of the "Target Number of Performance Shares" set forth in the award at the time of grant.

        At the effective time, each Joy Global restricted share unit award granted after the date of the merger agreement (other than any such award granted to a non-employee director), that is outstanding as of immediately prior to the effective time will be converted into a long-term incentive award that entitles the holder to receive a fixed amount in cash equal to the product of (1) the number of shares of Joy Global common stock underlying such award as of immediately prior to the effective time and (2) the merger consideration. Each resulting long-term incentive award will be subject to the same vesting terms that applied to the corresponding Joy Global restricted share unit award as of immediately prior to the effective time. In the event of a holder's termination of employment without cause or for good reason following the effective time, the cash long-term incentive award will vest on a prorated basis reflecting the portion of the three-year vesting period that has elapsed prior to the termination of employment, provided that if the termination occurs during the first year of the three-year vesting period a minimum of one-third of the award will vest. As of the date of this proxy statement, no restricted share unit awards have been granted to executive officers or directors of the Company after the date of the merger agreement.

Quantification of Equity Compensation

        See the section entitled "Interests of the Company's Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to the Company's Named Executive Officers in Connection with the Merger" beginning on page 47 of this proxy statement for an estimate of the value of the unvested equity awards held by each of the Company's named executive officers that will become vested at the effective time. Based on the assumptions described above under "—Certain Assumptions", (i) the estimated aggregate value of the unvested equity awards held by the Company's three executive officers who are not named executive officers that will become vested at the effective time is $4,174,894, and (ii) the estimated aggregate value of the unvested restricted stock units held by the Company's eight non-employee directors that will become vested at the effective time is $1,236,144. For more information on equity holdings of the Company's non-employee directors and named executive officers, see the table entitled "Security Ownership of Certain Beneficial Owners and Management" on page 79 of this proxy statement.

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Change in Control Employment Agreements

Change in Control Employment Agreements with Named Executive Officers

        The Company has entered into a change in control employment agreement (a "CIC Agreement") with each named executive officer providing for the continued employment of such officer for a period of three years following a change in control of the Company. Each CIC Agreement provides that, for so long as the named executive officer remains employed during such three-year period, his position, duties compensation and benefits will be at least commensurate with those in effect prior to the change in control (and, with respect to incentive compensation opportunities and savings and retirement benefit opportunities, also not less favorable to the officer than those in effect for other peer executives of the Company and its affiliates at any time after the change in control).

        Under each CIC Agreement, upon a termination of the named executive officer's employment by the Company other than for cause or disability, or due to the named executive officer's resignation for good reason, in each case within three years following a change in control (or prior to a change in control, if it is reasonably demonstrated by the officer that such termination was at the request of a third party that has taken steps reasonably calculated to effect a change in control or otherwise arose in connection with, or anticipation of, a change in control), the officer is entitled to receive:

•

a lump sum cash severance payment equal to a multiple (three times in the case of Mr. Doheny or two times in the case of Messrs. Sullivan, Major and Maritz) of the sum of (a) the officer's annual base salary (defined as 12 times the highest monthly base salary paid or payable to the officer in the twelve-month period preceding the month in which a change in control occurs) and (b) the highest of (i) the annual bonus earned for the fiscal year prior to change in control, (ii) the target bonus for the year of termination, and (iii) the target bonus for the year of the change in control (such highest amount, the "highest annual bonus"),



•

a lump sum prorated cash bonus payment equal to the highest annual bonus multiplied by a fraction, the numerator of which is the number of days in the fiscal year through the date of the qualifying termination of employment and the denominator of which is 365 (which is also payable upon a termination due to death, disability, or voluntary resignation by the officer without good reason),



•

for a specified period following termination of employment (three years in the case of Mr. Doheny or two years in the case of Messrs. Sullivan, Major and Maritz), continued welfare benefits for the officer and his family at least equal to those that would have been provided under the CIC Agreement absent a termination of employment or, if more favorable to the officer, as in effect generally at any time thereafter with respect to other peer executives of the Company its affiliates and their families, and



•

at the Company's sole expense as incurred, the outplacement services provided to similarly situated executives of the Company but at a level no less favorable than provided to similarly situated executives prior to the change in control, with an outplacement services provider that is reasonably agreed between the officer and the Company.

        Each CIC Agreement provides that if the payments and benefits to the named executive officer in connection with a change in control would be subject to an excise tax by reason of Sections 4999 and 280G of the Code, the payments and benefits under the CIC Agreement will be reduced to the extent necessary to prevent any portion of the officer's change in control-related payments and benefits from becoming subject to such excise tax, but only if, by reason of that reduction, the net after-tax benefit received by the officer exceeds the net after-tax benefit that the officer would receive if no reduction was made.

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        See the section entitled "Interests of the Company's Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to the Company's Named Executive Officers in Connection with the Merger" beginning on page 47 of this proxy statement for an estimate of the value of the severance benefits payable to each of the Company's named executive officers upon a qualifying termination following the effective time.

Change of Control Employment Agreements with other Executive Officers

        Each of the Company's three executive officers who are not named executive officers is also party to a CIC Agreement the terms of which are the same in all material respects as the terms of the CIC Agreements with Messrs. Sullivan, Major and Maritz as described above.

        Based on the assumptions described above under "—Certain Assumptions", the estimated aggregate cash severance payable to the Company's three executive officers who are not named executive officers upon a qualifying termination following the effective time is $5,057,639.

Indemnification and Insurance

        Pursuant to the terms of the merger agreement, the Company directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies following the merger. Such indemnification and insurance coverage is further described in the section entitled "The Merger Agreement—Indemnification and Insurance" beginning on page 70 of this proxy statement.

Quantification of Potential Payments and Benefits to the Company's Named Executive Officers in Connection with the Merger

        The information set forth in the table below is intended to comply with Item 402(t) of the SEC's Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of the Company that is based on, or otherwise relates to, the merger. The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the merger. For purposes of calculating such amounts, the following assumptions were used:

•

The relevant price per share of the Company common stock is $28.30, which is the amount of the merger consideration;



•

The effective time is August 11, 2016, which is the assumed date of the closing of the merger solely for purposes of the disclosure in this section;



•

Each named executive officer experiences a qualifying termination, including a termination by the Company without "cause" or resignation by the named executive officer for "good reason," as such terms are defined in the relevant Company plans and agreements, immediately following the assumed effective time of August 11, 2016.

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Material U.S. Federal Income Tax Consequences of the Merger

        The following is a general discussion of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of Joy Global common stock whose shares are exchanged for cash pursuant to the merger. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. holders. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable U.S. Treasury Regulations, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (the "IRS"), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax consequences. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the IRS or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling is intended to be sought from the IRS with respect to the merger.

        For purposes of this discussion, the term "U.S. holder" means a beneficial owner of common stock that is for U.S. federal income tax purposes:

•

a citizen or individual resident of the United States;



•

a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;



•

a trust if (1) a court within the United States is able to exercise primary supervision over the trust's administration, and one or more U.S. persons are authorized to control all substantial decisions of the trust or (2) such trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or



•

an estate the income of which is subject to U.S. federal income tax regardless of its source.

        This discussion applies only to U.S. holders of shares of Joy Global common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income

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taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to U.S. holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, governmental agencies or instrumentalities, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain expatriates, partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), S corporations, or other pass-through entities, or investors in such partnerships, S corporations or other pass-through entities, real estate investment trusts, regulated investment companies, U.S. holders who hold shares of common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, U.S. holders who will hold (actually or constructively) an equity interest in the surviving corporation immediately after the merger, and U.S. holders who acquired their shares of common stock through the exercise of employee stock options or other compensation arrangements). This discussion also does not address the U.S. federal income tax consequences to holders of shares of common stock who exercise appraisal rights in connection with the merger under the DGCL.

        If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Joy Global common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of Joy Global common stock, you should consult your tax advisor.

        This summary of material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of Joy Global common stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax, the unearned income Medicare contribution tax and any other U.S. federal, or state, local, foreign or other tax laws.

Consequences to U.S. Holders

        The receipt of cash by U.S. holders in exchange for shares of Joy Global common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Joy Global common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder's adjusted tax basis in its shares of Joy Global common stock.

        Any such gain or loss will be long-term capital gain or loss if a U.S. holder's holding period in the shares of Joy Global common stock surrendered in the merger is greater than one year as of the date of the merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Joy Global common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Joy Global common stock.

Information Reporting and Backup Withholding

        Payments made in exchange for shares of Joy Global common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 28%). To avoid backup withholding, a non-corporate U.S. holder that does not otherwise establish an exemption should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying under penalties of perjury that such U.S. holder is a

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"United States person" (within the meaning of the Code), that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

Regulatory Approvals

        Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the FTC and the Antitrust Division and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or termination of the applicable waiting period under the HSR Act. In accordance with the merger agreement, Company and Komatsu shall file, as promptly as reasonably practicable after the date of the merger agreement, their respective Notification and Report Forms with the FTC and the Antitrust Division.

        Completion of the merger is further subject to certain regulatory processes, including the receipt of antitrust clearance and/or approval or the filing of notices in Austria, Australia, Botswana, Brazil, Canada, China, Chile, Colombia, the European Commission, in case of referral, Poland, Russia, South Africa and Sweden.

        At any time before or after the expiration of the statutory waiting periods under the HSR Act the FTC or the Antitrust Division may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. Although neither Joy Global nor Komatsu believes that the merger will violate the antitrust laws, there can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

        If necessary to obtain the agreed antitrust clearances, Komatsu has agreed, among other things, to take or commit to the sale, divestiture, license, holding separate or other disposition of, or restriction on, the businesses, assets, properties, product lines or equity interests of, or changes to the conduct of business of, Joy Global, Komatsu and their respective subsidiaries (including the surviving corporation and its subsidiaries); provided, however, that Komatsu will not be required to (1) divest or dispose of any asset, product or line of business of Joy Global, or undertake any limitation on the conduct of Joy Global, Komatsu or their respective affiliates, representing in excess of $600 million in revenues or (2) offer or agree to the sale, divestiture, hold separate, licensing or disposition of any assets or businesses of Komatsu or its affiliates or (3) offer or accept any remedies or divestitures consisting of or impeding the use of intellectual property in the SR Drive Technology, unless Komatsu retains either ownership of or an unrestricted, perpetual, worldwide, royalty-free license to the SR Drive Technology. See the section entitled "The Merger (Proposal 1)—Regulatory Approvals."

        "SR Drive Technology" refers to the structure or methods of using or manufacturing any drive system making use of a switched reluctance motor, as well as all hardware and software components and intellectual property necessary to use the system in operation in heavy equipment, including but not limited to kinetic energy storage, controller, power source, power conversion and braking components.

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        For purposes of the regulatory approvals provisions in the merger agreement, the calculation of revenues for any asset, product, line of business, or conduct restriction of Joy Global will be made on the basis of revenues reflected in the audited Joy Global consolidated accounts as of October 30, 2015. In the case of conduct restrictions on Komatsu and its affiliates, the calculation of revenues will be made on the basis of the revenues of Komatsu's parent company, Komatsu Ltd., as reflected in the audited Komatsu Ltd. consolidated accounts as of March 31, 2016.

Delisting and Deregistration of Company Common Stock

        If the merger is completed, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act.

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THE MERGER AGREEMENT

        The following is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

        The following summary of the merger agreement, and the copy of the merger agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement and are not intended to provide any factual information about Joy Global or modify or supplement any factual disclosures about Joy Global in its public reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Joy Global. The merger agreement contains representations and warranties by and covenants of Joy Global, Komatsu and Merger Sub which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Joy Global's public disclosures. Investors are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, the description of the merger agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.

        Additional information about Joy Global may be found elsewhere in this proxy statement and Joy Global's other public filings. See the section entitled "Where You Can Find Additional Information."

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

        At the effective time, Merger Sub will merge with and into Joy Global, and the separate corporate existence of Merger Sub will cease. Joy Global will be the surviving corporation in the merger and will continue its corporate existence as a Delaware corporation and a wholly owned subsidiary of Komatsu. The certificate of incorporation and bylaws of Merger Sub that are in effect immediately before the effective time will become the certificate of incorporation and bylaws of the surviving corporation, although the certificate of incorporation and bylaws will be amended to reflect the name of the surviving corporation as "Joy Global Inc."

        Except as otherwise determined by Komatsu prior to the effective time, the individuals holding positions as directors of Merger Sub immediately before the effective time will become the initial directors of the surviving corporation, and the officers of Joy Global as of immediately prior to the effective time shall be the initial officers of the surviving corporation.

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When the Merger Becomes Effective

        The closing of the merger will take place at 10:00 a.m. local time at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York, 10019, no later than on the third business day following the day on which the last of the conditions set forth in the merger agreement to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of such conditions) shall be satisfied or waived in accordance with the merger agreement, or at such other place, date and time as Joy Global and Komatsu may agree in writing.

        On the closing date, Joy Global will file a certificate of merger with the Secretary of State of the State of Delaware. The merger will become effective at such time as the certificate of merger has been filed with the Secretary of State of the State of Delaware, or at such later time as is agreed between the parties and specified in the certificate of merger.

        As of the date of this proxy statement, we expect to complete the merger in mid-2017. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described below and include various regulatory clearances and approvals, and it is possible that factors outside the control of Joy Global or Komatsu could delay the completion of the merger, or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

Effect of the Merger on the Common Stock

        At the effective time, each share of Joy Global common stock outstanding immediately before the effective time (other than shares owned by Joy Global, Komatsu or Merger Sub or any of their respective subsidiaries, which will be cancelled, and other than dissenting shares) will be converted into the right to receive the merger consideration. The merger consideration will be $28.30 per share in cash, without interest, and subject to any applicable withholding taxes.

        At the effective time, each share of Joy Global common stock outstanding immediately before the effective time that is owned or held in treasury by Joy Global or any of its direct or indirect subsidiaries and any shares of Joy Global common stock owned, directly or indirectly, by Komatsu or Merger Sub, will be cancelled, and no consideration will be delivered in exchange for such cancellation.

        Each share of Merger Sub common stock, $1.00 par value, issued and outstanding immediately before the effective time shall be converted into one share of common stock, $1.00 par value, of the surviving corporation and shall constitute the only outstanding shares of capital stock of the surviving corporation. From and after the effective time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the surviving corporation into which they were converted.

Withholding Rights

        Komatsu, Merger Sub, Joy Global, the surviving corporation, and the paying agent will each be entitled to deduct and withhold any amounts due under applicable tax laws from the amounts that would otherwise become payable under the terms of the merger agreement, and any such withheld amounts that are timely paid to the appropriate taxing authorities will be treated as having been paid to the person from whom such amounts were originally deducted and withheld.

Treatment of Company Equity Awards; Stock Purchase Program

        Stock Options.    At the effective time, each Joy Global stock option that is outstanding as of the effective time, whether vested or unvested, will be cancelled in consideration for the right to receive a

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cash payment (without interest and less applicable withholding taxes) equal to the product of (a) the number of shares of Joy Global common stock subject to such option as of immediately prior to the effective time and (b) the excess, if any, of the merger consideration over the exercise price per share of such option as of immediately prior to the effective time.

        Company Restricted Share Unit Awards and Company Performance Share Awards.    At the effective time, each Joy Global restricted share unit award that was granted prior to the date of the merger agreement, each Joy Global restricted share unit award that is held by a non-employee director (whether granted to such director prior to or after the date of the merger agreement), and each Joy Global performance share award that is outstanding as of immediately prior to the effective time will be cancelled in consideration for the right to receive a cash payment (without interest and less applicable withholding taxes) equal to the product of (1) the number of shares of Joy Global common stock subject to such award as of immediately prior to the effective time and (2) the merger consideration. For each Joy Global performance share award outstanding immediately prior to the effective time, the number of shares subject to the applicable award shall be one hundred percent of the "Target Number of Performance Shares" set forth in the award at the time of grant.

        At the effective time, each Joy Global restricted share unit award granted after the date of the merger agreement (other than any such award granted to a non-employee director), that is outstanding as of immediately before the effective time will be converted into a long-term incentive award that entitles the holder to receive a fixed amount in cash equal to the product of (1) the number of shares of Joy Global common stock underlying such award as of immediately prior to the effective time and (2) the merger consideration. Each resulting long-term incentive award will be subject to the same vesting terms that applied to the corresponding Joy Global restricted share unit award as of immediately prior to the effective time.

        Employee Stock Purchase Plans.    Joy Global's employee stock purchase plans will be terminated immediately prior to the closing date. The offering periods under these plans that were ongoing as of the date of the merger agreement will be the final offering periods under these plans, and will terminate, and all outstanding purchase rights will be exercised, on the earlier of the applicable regularly scheduled purchase date and the trading date that is five business days prior to the closing date. Participants are prohibited from increasing their payroll deductions for these plans from those in effect on the date of the merger agreement.

Payment for Common Stock in the Merger

        Prior to the effective time, Komatsu will irrevocably deposit, or cause to be deposited, with a bank or trust company mutually agreed upon by Komatsu and Joy Global to act as the paying agent, in trust for the benefit of the holders of Joy Global common stock, cash sufficient to pay the aggregate merger consideration. Komatsu shall provide to Joy Global reasonably satisfactory written evidence of the completion of such deposit. Promptly (and no later than the second business day) after the effective time, the paying agent will mail to each holder of record of a certificate representing outstanding shares of Joy Global common stock immediately prior to the effective time (a "certificate") and to each holder of uncertificated shares of Joy Global common stock represented by book entry immediately prior to the effective time ("book entry shares"), in each case, whose shares were converted into the right to receive the merger consideration, (1) a letter of transmittal and (2) instructions for use in effecting the surrender of certificates or book-entry shares formerly representing shares of the common stock in exchange for payment of the merger consideration. The letter of transmittal shall specify that the shareholder only risks losing title to certificates or book entry shares upon delivery of the certificates or book entry shares to the paying agent in a form reasonably satisfactory to Komatsu and Joy Global. Upon surrender of certificates or book-entry shares to the paying agent, the holder of such certificates or book-entry shares will be entitled to receive the merger consideration for the number of

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shares formerly represented by the surrendered certificate or book entry share (less any amount that may be withheld with respect to any applicable withholding taxes).

        From and after the effective time, the stock transfer books of Joy Global will be closed and there will be no further transfers thereafter on Joy Global's records, and any certificates or book-entry shares presented to Joy Global for transfer thereafter shall be canceled against delivery of the merger consideration payable in respect of the shares of Joy Global common stock represented by such certificate or book-entry shares.

        The paying agent will invest the aggregate merger consideration deposited with it as directed by Komatsu; provided that such investment shall be in obligations of, or guaranteed by, the United States of America, in commercial paper obligations of issuers organized under the law of a state of the United States of America, rated A-1 or P-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Ratings Service, respectively, or in certificates of deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital exceeding $10,000,000,000 or in mutual funds investing in such assets. Any interest and other income resulting from any such investments will be paid to and become income of Komatsu. To the extent that there are losses with respect to such investments, Komatsu will promptly replace or restore the cash in the payment fund, so as to ensure that the payment fund is at all times maintained at a level sufficient to promptly make such cash payments.

        Any portion of the aggregate merger consideration deposited with the paying agent that remains undistributed to holders of shares of Joy Global common stock on the date that is six months after the effective time will be delivered to the surviving corporation, upon demand. Thereafter, any former holder of certificates or book entry shares prior to the merger who has not complied with the exchange and payment procedures described above may look only to the surviving corporation for payment of the merger consideration.

Representations and Warranties

        The merger agreement contains representations and warranties of Joy Global, Komatsu and Merger Sub to each other, subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement (including in the disclosure schedule delivered by Joy Global to Komatsu). The representations and warranties made by Joy Global (including, in certain cases, with respect to its subsidiaries) to Komatsu and Merger Sub relate to, among other things, the following:

•

organization, good standing and qualification to do business of Joy Global and its subsidiaries;



•

capital stock and indebtedness;



•

corporate authority, consents and approvals relating to the execution, delivery and performance of the merger agreement;



•

the reports, forms, documents and financial statements of Joy Global required by the SEC;



•

the establishment and maintenance of certain disclosure controls and procedures and internal control over financial reporting;



•

the absence of undisclosed liabilities;



•

compliance with applicable laws and permits;



•

the absence of lawsuits and judgments against Joy Global or investigations regarding Joy Global;



•

certain details with respect to the employee benefit plans and other agreements, plans and policies with or concerning employees of Joy Global and its subsidiaries;

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•

the absence of certain material changes or events in the business of Joy Global, including that there has not been a material adverse effect with respect to Joy Global;



•

the absence of any investigations or litigation;



•

certain details pertaining to Joy Global's and its subsidiaries' environmental matters and real property;



•

certain details pertaining to Joy Global's and its subsidiaries' tax returns, filings and other tax matters;



•

certain details with respect to Joy Global's and its subsidiaries' employee relations, labor matters and compliance with workplace safety and workers' compensation laws;



•

certain details pertaining to Joy Global's and its subsidiaries' intellectual property;



•

the receipt by the Joy Global board of the opinion from Goldman Sachs as to the fairness from a financial point of view, as of the date of each such opinion, of the consideration to be received by the holders of shares of Joy Global's common stock pursuant to the merger;



•

material contracts;



•

broker's and finder's fees;



•

state takeover statutes; and



•

insurance policies.

        The merger agreement also contains representations and warranties of Komatsu and Merger Sub, subject to certain exceptions in the merger agreement and the disclosure schedules delivered in connection with the merger agreement, as to, among other things:

•

organization, good standing and qualification to do business;



•

corporate authority, consents and approvals relating to the execution, delivery and performance of the merger agreement;



•

compliance with applicable laws;



•

broker's and finder's fees;



•

the availability of sufficient funds to pay all of Komatsu's and Merger Sub's cash obligations under the merger agreement and the transaction contemplated hereby;



•

the ownership and operations of Merger Sub;



•

any ownership of Joy Global common stock; and



•

the absence of a need for a vote of Komatsu stockholders on the merger.

        Some of the representations and warranties in the merger agreement are qualified by materiality qualifications or a "material adverse effect" qualification with respect to either Joy Global or Komatsu, as discussed below.

        For purposes of the merger agreement, a "material adverse effect" with respect to Joy Global means any change, fact, effect, event, occurrence or development that has a material adverse effect on the business, operations or financial condition of Joy Global and its subsidiaries taken as a whole or would reasonably be expected to prevent or materially impede, interfere with or delay Joy Global's

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timely consummation of, the transactions contemplated by the merger agreement. However, a material adverse effect is not deemed to include the impact of:

•

any change or condition affecting the mining or heavy equipment manufacturing and servicing industries in North America or in any other region where such industries exist, including the coal mining and coal mining heavy equipment manufacturing and servicing industries in North America or in any other region where such industries exist or any industry in which Joy Global or a Joy Global subsidiary operates or does business whether in North America or in any other region where such industry exists (including, in each case, any changes in the operations thereof);



•

any change affecting any economic, legislative or political condition or any change affecting any securities, credit, financial, commodities or other capital markets condition, in each case in the United States, in any foreign jurisdiction or in any specific geographical area in which Joy Global or a Joy Global subsidiary operates or does business;



•

any failure in and of itself by Joy Global or any Joy Global subsidiary to meet any internal or public projection, budget, forecast, estimate or prediction in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the changes and effects giving rise to or contributing to such failure may (if not otherwise excluded hereby) constitute or be taken into account in determining whether a material adverse effect has occurred);



•

any change resulting from the announcement, execution or delivery of the merger agreement, including (i) any action taken by Joy Global or any Joy Global subsidiary that is required or contemplated by the merger agreement, or is consented to by Komatsu or (ii) any claim arising out of or related to the merger agreement (including stockholder litigation);



•

any change or condition affecting the market for minerals, ores, refined or unrefined products thereof or other commodities, including any change in the price or availability of minerals, ores, refined or unrefined products thereof or other commodities;



•

any change in the market price, credit rating or trading volume of shares of Joy Global Common Stock on the NYSE or any change affecting the ratings or the ratings outlook for Joy Global or any Joy Global subsidiary (it being understood that the changes and effects giving rise to or contributing to any such change may (if not otherwise excluded hereby) constitute or be taken into account in determining whether a material adverse effect has occurred);



•

any change in applicable law, regulation or GAAP (or authoritative interpretation thereof);



•

geopolitical conditions, the outbreak or escalation of hostilities, any act of war, sabotage or purported terrorism, or any escalation or worsening of any such act of war, sabotage or purported terrorism threatened or underway as of the date of the merger agreement;



•

any hurricane, strong winds, ice event, fire, tornado, tsunami, flood, earthquake or other natural disaster or weather-related event, circumstance or development;



•

any change or effect arising from any requirements imposed by any governmental entities as a condition to obtaining the required statutory approvals; and



•

any action required or permitted to be taken by Joy Global or any Joy Global subsidiary set forth on the Joy Global Disclosure Schedule;

provided, however, with respect to the matters described in the foregoing first, second, fifth and seventh bullet points above, such impact will be taken into account to the extent that it is disproportionately adverse to Joy Global and its subsidiaries, taken as a whole, relative to others in the industry or industries in which Joy Global and its subsidiaries operate.

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        For the purpose of the merger agreement, a "material adverse effect" with respect to Komatsu means any fact, circumstance, effect, change, event or development that has or would reasonably be expected to have a material and adverse effect on the ability of Komatsu or Merger Sub to timely consummate, or that would reasonably be expected to prevent or materially impede, interfere with or delay Komatsu or Merger Sub's timely consummation of, the transactions contemplated by the merger agreement.

Conduct of Business Pending the Merger

        The merger agreement provides that, during the period from July 21, 2016 until the effective time or the valid termination of the merger agreement under the terms therein, except as required by applicable law, with Komatsu's prior written consent (which shall not be unreasonably withheld, conditioned or delayed), as required by the merger agreement or as set forth in the disclosure schedules to the merger agreement, Joy Global will, and will cause each of its subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice, and will not, and will not permit any of its subsidiaries to take, any of the following actions:

•

amend its governing organizational documents or otherwise take any action to exempt any person from any provision of its governing organizational documents;



•

except for transactions among Joy Global and the Joy Global subsidiaries or among the Joy Global subsidiaries, split, combine, consolidate, subdivide or reclassify any of its capital stock, other equity interests or voting securities, or securities convertible into or exchangeable or exercisable for capital stock or other equity interests or voting securities, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its capital stock, other equity interests or voting securities, except for any issuances of compensatory equity awards relating to Joy Global Common Stock in the ordinary course of business consistent with past practice (provided that such awards are granted in accordance with the terms set forth in the merger agreement) or issuances of Joy Global common stock pursuant to the due exercise, vesting and/or settlement of company options, restricted share unit awards and performance share awards outstanding as of the date hereof in accordance with their terms;



•

declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of its capital stock, other equity interests or voting securities, except for dividends paid by a direct or indirect wholly owned Joy Global subsidiary to Joy Global or another direct or indirect wholly owned Joy Global subsidiary or regular quarterly cash dividends from legally available funds payable by Joy Global or any Joy Global subsidiary in respect of shares of Joy Global Common Stock on a schedule consistent with the Joy Global's past practices and in an amount per share of Joy Global Common Stock for each such quarterly dividend not in excess of $0.01 per share (and, with respect to Joy Global's restricted share unit awards and performance share awards, dividend equivalents to the extent required by the terms of such awards as in effect on the date of the merger agreement);



•

repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock or voting securities of, or equity interests in, Joy Global or any Joy Global subsidiary or any securities of Joy Global or any Joy Global subsidiary convertible into or exchangeable or exercisable for capital stock or voting securities of, or equity interests in, Joy Global or any Joy Global subsidiary, or any warrants, calls, options or other rights to acquire any such capital stock, securities or interests, except pursuant to (1) the due exercise, vesting and/or settlement of Joy Global options, restricted share unit awards, or performance share awards outstanding as of the date hereof in accordance with their terms and (2) transactions between Joy Global and a wholly owned Joy Global subsidiary or between wholly owned Joy Global subsidiaries;

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•

except as required pursuant to a company benefit plan or collective bargaining agreement in effect on the date of or by the terms of the merger agreement, (1) grant to any Joy Global personnel any increase in compensation or benefits (including paying to any Joy Global personnel any amount not due) other than increases in base salary or wage rate in the ordinary course of business consistent with past practices, provided that in the case of Joy Global personnel whose annual base salary would be $150,000 or more after such increase, no such increase, alone or in the aggregate, shall increase such person's base salary by more than three percent (3%) and provided further that no increases may be provided to Joy Global personnel who are party to a change in control agreement, (2) pay or award, or commit to pay or award, any bonuses or incentive compensation, (3) grant to any Joy Global personnel any new rights to, or increase any existing rights to, change-in-control, severance, retention or termination pay, or enter into or amend any change-in-control, severance, retention or termination agreement with any Joy Global personnel, (4) establish, adopt, enter into, amend in any material respect or terminate any company benefit plan, or (5) take any action to accelerate the time of vesting, funding or payment of any compensation or benefits under any company benefit plan;



•

make any material change in financial accounting methods, principles or practices, except to the extent required by a change in applicable law or GAAP or by any governmental entity (including the SEC or the Public Company Accounting Oversight Board);



•

make any acquisition or disposition of a material asset or business (including by merger, consolidation or acquisition of stock or assets), except for (1) any acquisition or disposition of assets for consideration that is individually not in excess of $5,000,000 and in the aggregate not in excess of $10,000,000, (2) transactions between Joy Global and any direct or indirect wholly owned Joy Global subsidiary or between direct or indirect wholly owned Joy Global subsidiaries in the ordinary course of business, (3) any disposition of obsolete or worn-out equipment in the ordinary course of business, (4) purchases of raw materials in the ordinary course of business and (5) sales to customers of the products or services of Joy Global in the ordinary course of business;



•

redeem, repurchase, prepay (other than repayment of revolving loans), decrease or incur, assume, endorse, guarantee or otherwise become liable for or modify the terms of any indebtedness, except for (1) guarantees and other credit support incurred in the ordinary course of business consistent with past practice, (2) as reasonably necessary to finance any capital expenditures permitted pursuant to the current capital expenditure plan of Joy Global, (3) indebtedness in replacement of existing indebtedness, consistent with the company Disclosure Schedule, (4) guarantees by Joy Global of existing indebtedness of any wholly owned subsidiary, (5) borrowings under existing revolving credit facilities in the ordinary course of business, (6) borrowings under existing local foreign borrowing lines in the ordinary course of business and (7) the establishment of and borrowings under any new local foreign borrowing line established by Joy Global or a subsidiary under certain conditions; provided, however, that Joy Global shall provide written notice, with reasonable detail, to Komatsu within ten business days in the event of certain occurrences as specified in the merger agreement;



•

other than (1) in the ordinary course of business (including renewals consistent with the terms thereof) and in a manner not material to Joy Global and its subsidiaries, taken as a whole, or (2) as otherwise may be reasonably necessary to comply with the terms of the merger agreement, (A) modify or amend in any material respect, or terminate or waive any material right under, any material contract (as defined by the merger agreement) or (B) enter into any contract that would have been a material contract had it been entered into prior to the date of the merger agreement;

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•

institute, waive, release, assign, settle or compromise any material claim, other than the compromise or settlement of claims for waivers, releases, assignments, settlements or compromises (1) in the ordinary course of business, (2) up to an amount designated in the merger agreement or (3) which would not reasonably be expected to have a material restrictive impact on the operations of Joy Global or its subsidiaries;



•

other than in the ordinary course of business, (1) settle or compromise any material tax claim, audit or assessment for an amount materially in excess of the amount accrued or reserved with respect to taxes, (2) change any material tax election, change any annual tax accounting period, or change any method of tax accounting, in each case, if such change would result in material taxes or (3) enter into any material closing agreement or surrender in writing any right to claim a material tax refund, in each case, for an amount materially in excess of the amount accrued or reserved with respect to taxes;



•

enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar contract with respect to any joint venture, strategic partnership or alliance (which contracts, for the avoidance of doubt, shall not include master sale or purchase agreements), or outside the ordinary course of business, with respect to any distributorship;



•

except as permitted by the merger agreement, take any action to exempt any person from, or make any acquisition of securities of Joy Global by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Joy Global with respect to a takeover proposal or otherwise, except for Komatsu, Merger Sub or any of their respective subsidiaries or affiliates, or the transactions contemplated by the merger agreement;



•

abandon, encumber in any material respect not in the ordinary course of business, convey title (in whole or in part), exclusively license or grant any exclusive license to material intellectual property of Joy Global or any Joy Global subsidiaries;



•

dissolve or liquidate any existing direct or indirect Joy Global subsidiaries, in each case outside the ordinary course of business, or establish any new direct or indirect Joy Global subsidiaries;



•

fail to keep in full force and effect any material insurance policy or reduce the coverage provided by any material insurance policy;



•

materially reorganize or modify the management structure of Joy Global, any Joy Global subsidiary or any division or business segment thereof, including the corporate, surface mining or underground mining divisions; provided that the foregoing shall not restrict Joy Global from hiring and firing employees in the ordinary course of business; or



•

announce any intention, resolve, or to commit or enter into any contract to do any of the foregoing.

Access

        Subject to certain exceptions and limitations, during the period from July 21, 2016 until the earlier of the termination of the merger agreement in accordance with its terms and the effective time, Joy Global must afford Komatsu and its representatives reasonable access during normal business hours with advance notice to Joy Global's and its subsidiaries' personnel, properties, contracts, commitments, tax returns, books and records and such other information concerning its business, properties and personnel (other than certain highly confidential information or information that would jeopardize the attorney-client privilege or conflict with any law or contract to which Joy Global or its subsidiaries are bound).

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No Solicitation; Alternative Proposals

        While the merger is pending, Joy Global has agreed that, subject to certain exceptions described below, Joy Global and its affiliates and representatives will:

•

not, directly or indirectly, solicit, initiate, or knowingly encourage, induce or facilitate any company takeover proposal (as defined below) or any inquiry or proposal that would reasonably be expected to lead to a company takeover proposal;



•

not, directly or indirectly, participate in any discussions or negotiations regarding, or furnish to any other person (other than Komatsu and its affiliates and its and their respective representatives) any nonpublic information with respect to, or cooperate in any way with any such person with respect to, any company takeover proposal or any inquiry or proposal that would reasonably be expected to lead to a company takeover proposal; and



•

immediately cease and cause to be terminated any discussions or negotiations with any persons (other than Komatsu and its affiliates and its and their respective representatives) that may be ongoing with respect to a company takeover proposal or inquiry or proposal that could reasonably be expected to lead to a company takeover proposal, request the prompt return or destruction of all confidential information previously provided to such persons and terminate all physical and electronic data room access previously granted to any such persons or their representatives.

        Pursuant to the merger agreement, a "company takeover proposal" means any proposal, indication, interest or offer (whether or not in writing), from any person (other than Komatsu and its subsidiaries) involving a (1) merger, consolidation, share exchange, joint venture, other business combination, recapitalization, liquidation, dissolution or similar transaction involving Joy Global or any of its subsidiaries whose revenues, net income or assets, taken together, constitute 15% or more of the consolidated revenues, net income or assets of Joy Global and its subsidiaries, taken as a whole, (2) sale, lease, contribution or other disposition, directly or indirectly (including by way of merger, consolidation, share exchange, other business combination, partnership, joint venture, sale of capital stock of or other equity interests in Joy Global Subsidiary or otherwise) of any business or assets of Joy Global or Joy Global subsidiaries representing 15% or more of the consolidated revenues, net income or assets of Joy Global and Joy Global subsidiaries, taken as a whole, (3) issuance, sale or other disposition, directly or indirectly, to any person (or the stockholders of any person) or group of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 15% or more of the voting power of Joy Global, (4) transaction (including any tender offer or exchange offer) in which any person (or the stockholders of any person) would acquire (in the case of a tender offer or exchange offer, if consummated), directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formation of any group that beneficially owns or has the right to acquire beneficial ownership of 15% or more of any class of capital stock of Joy Global or (5) any combination of the foregoing.

Receipt of Company Takeover Proposals

        Notwithstanding the provisions of the merger agreement described above, if at any time after July 21, 2016 and prior to obtaining the required vote of the Company's stockholders to adopt the merger agreement, Joy Global receives a bona fide written company takeover proposal from a third party (that did not result from a breach of the non-solicitation provisions of the merger agreement), and if the Joy Global board determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such company takeover proposal constitutes or could reasonably

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be expected to lead to a superior company proposal (as defined below), then Joy Global and its representatives may take the following actions:

•

furnish, pursuant to an acceptable confidentiality agreement (a copy of which shall be provided to Komatsu for informational purposes within 24 hours), information (including non-public information) with respect to Joy Global and its subsidiaries to the person that has made such company takeover proposal and its representatives; provided that Joy Global must substantially concurrently provide to Komatsu any non-public information concerning Joy Global or any of its subsidiaries that is provided or made available to such person or its representatives, unless such non-public information has been previously provided to Komatsu; and



•

participate in discussions or negotiations with the person making such company takeover proposal and its representatives regarding such proposal, including terms of a definitive agreement with respect thereto, and the negotiations of such terms with the person making such company takeover proposal;

but in each case described in the two preceding bullet points, only if (A) the Joy Global board determines in good faith (after consultation with its outside legal counsel and financial advisor) that the failure to take such action could reasonably likely be inconsistent with its fiduciary duties to the stockholders under applicable law and (B) Joy Global shall have delivered to Komatsu a prior written notice advising Komatsu that it intends to take such action.

        Joy Global must promptly (and in no event later than 24 hours) notify Komatsu orally and in writing of (1) any company takeover proposal, any request outside the ordinary course of business for material non-public information relating to Joy Global or its subsidiaries, and the identity of the person making such proposal or request, and (2) any company intervening event (as defined below) or any facts and circumstances that would reasonably be expected to lead to a company intervening event. Joy Global must keep Komatsu reasonably informed of the material terms and status of any company takeover proposal or of the facts and circumstances of any company intervening event.

        If, at any time prior to obtaining the required vote of the Company's stockholders to adopt the merger agreement, the Joy Global board determines in good faith, after consultation with independent financial advisors and outside legal counsel, that a written company takeover proposal that did not result from a breach of the non-solicitation provision of the merger agreement constitutes a superior company proposal, then the Joy Global board may terminate the merger agreement with Komatsu, provided that (1) Joy Global must have given Komatsu at least three business days prior written notice of its intention to take such action, and have provided Komatsu the material terms and conditions of, and the identity of the person making, any such superior company proposal, (2) if requested by Komatsu, Joy Global must have negotiated with Komatsu in good faith regarding any revision to the merger agreement committed to in writing by Komatsu, and (3) at the end of such notice period, the Joy Global board must have considered in good faith any revisions to the terms of the merger agreement proposed in writing by Komatsu, and have determined, after consultation with its independent financial advisors and outside legal counsel, that after taking into account any revisions to the merger agreement proposed by Komatsu, the failure to terminate the merger agreement as a result of such superior company proposal would reasonably likely be inconsistent with the Joy Global board's fiduciary duties under applicable law. If there are any subsequent changes to the superior company proposal, then the Joy Global board must provide Komatsu written notice of such changes and the period set forth above is extended an additional two business days.

        The non-solicitation provisions of the merger agreement do not prohibit Joy Global or the Joy Global board from taking and disclosing to the stockholders of Joy Global a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or making any disclosure to the stockholders of Joy Global if the Joy Global board determines in good faith that failure to so disclose would reasonably likely be inconsistent with its obligations under applicable law.

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        Pursuant to the merger agreement, a "superior company proposal" means a bona fide written company takeover proposal (provided that for purposes of this definition, the applicable percentage in the definition of company takeover proposal shall be "50.1%" rather than "15% or more"), that did not result from, or arise in connection with, any material breach of the merger agreement's no solicitation provision, and that the Joy Global board determines in good faith, after consultation with its outside legal counsel and financial advisor, and taking into account the legal, financial, regulatory and other relevant aspects of such a proposal, is (1) reasonably capable of being completed on the terms proposed and (2) more favorable to the holders of Joy Global Common Stock than the transactions contemplated by the merger agreement with Komatsu (after taking into account any proposed revisions to the terms of the merger agreement that are committed to in writing by Komatsu).

        A "company intervening event" means a change or effect relating to the Joy Global that (A) is unknown to the Joy Global board as of July 21, 2016, or if known to the Joy Global board as of such date, the material consequences of which were not known or reasonably foreseeable to the Joy Global board as of such date, and (B) does not relate to any company takeover proposal or any consequence thereof.

Changes in Board Recommendation

        The Joy Global board has unanimously recommended that Joy Global stockholders vote "FOR" the proposal to adopt the merger agreement. The merger agreement permits the Joy Global board to make a "company adverse recommendation change" in the event that (i) a company intervening event occurs or (ii) Joy Global receives a superior company proposal that does not result from a breach of the non-solicitation requirement, and, in each case, if the Joy Global board determines in good faith (after consultation with its outside legal counsel and financial advisor and after taking into account any changes to the terms of the merger agreement proposed by Komatsu during the three business day period referred to in clause (3) below) that the failure to effect a company adverse recommendation change would reasonably likely be inconsistent with the Joy Global board's fiduciary duties under applicable law.

        In addition, to make a change of recommendation, the Joy Global board must (1) provide three business days prior written notice to Komatsu that it is prepared to effect a company adverse recommendation change, which notice shall identify the company intervening event or describe the material terms and conditions of the superior company proposal; (2) if requested by Komatsu, during the three business day period after delivery of the notice, negotiate in good faith with Komatsu and its representatives regarding any revisions to the merger agreement committed to in writing by Komatsu and (3) at the end of such three business day period and taking into account any changes to the terms of the merger agreement committed to in writing by Komatsu, determine in good faith (after consultation with its outside legal counsel and financial advisor) that the failure to make such a company adverse recommendation change would reasonably likely be inconsistent with its fiduciary duties to stockholders under applicable law. If there are any subsequent changes to the superior company proposal leading to a company adverse recommendation change, then the Joy Global board must provide Komatsu written notice of such changes and the period set forth above is extended an additional two business days.

Stockholders' Meeting

        Joy Global has agreed under the merger agreement to call a meeting of its stockholders to be held as soon as reasonably practicable after the mailing of this proxy statement. Joy Global shall make an effort to (i) solicit from the stockholders proxies in favor of adopting the merger agreement and (ii) take all other actions necessary to secure the vote of the stockholders required by applicable law to obtain approval of the merger. Joy Global may adjourn or postpone the company stockholders meeting only if, as of the time for which such meeting is originally scheduled, there are insufficient shares of

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Joy Global Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting Joy Global has not received proxies representing a sufficient number of shares necessary to obtain the required company stockholder approval. Joy Global has also agreed under the merger agreement for the Joy Global board to recommend to Joy Global's stockholders the adoption of the merger agreement, subject to the provisions of the merger agreement described above under the section of this proxy statement entitled "—No Solicitation" and "—Changes in Board Recommendation."

Financing

        There is no financing condition to the merger. Komatsu has represented in the merger agreement that it will have, at the effective time, immediately available sufficient funds to pay the merger consideration and make all other necessary payments by it in connection with the merger.

Employee Matters

        The merger agreement provides that, during the period commencing at the effective time and ending on the first anniversary of the effective time (the "continuation period"), except as would be inconsistent with applicable law, Komatsu will provide, or will cause the surviving corporation to provide, to each employee of Joy Global or its subsidiaries who continues to be employed by Komatsu or the surviving corporation or any of their respective subsidiaries following the effective time (collectively, the "company employees"), and who, in each case, is not represented by a union, labor organization or works council, (1) a base salary or wage rate that is no less favorable than that provided to such company employee immediately prior to the effective time and (2) aggregate incentive compensation opportunities and employee benefits that are substantially comparable, in the aggregate, to those cash-based and equity-based incentive compensation opportunities and employee benefits provided to such company employee immediately prior to the effective time (but not taking into account any retention program established pursuant to the merger agreement and recognizing that equity-based compensation may be replaced with other forms of long-term compensation). Furthermore, during the one-year period immediately following the effective time, Komatsu shall, and shall cause the surviving corporation to, provide each company employee in certain jurisdictions who experiences a termination of employment other than for cause with the surviving corporation, Komatsu or any of their subsidiaries with severance benefits that are no less favorable than those set forth in the severance plan applicable to such jurisdiction as in effect on the date of the merger agreement.

        Following the effective time of the merger, subject to certain customary exclusions, Komatsu and the surviving corporation will: (1) use commercially reasonable efforts to (A) cause any preexisting condition limitations or eligibility waiting periods under plans of Komatsu, the surviving corporation or a subsidiary to be waived with respect to company employees to the extent such limitation would have been waived or satisfied under the Joy Global benefit plan in which such company employee participated immediately prior to the merger, and (B) credit each company employee under these plans for co-payments or deductibles incurred in the plan year in which such company employee is first eligible to participate and cause such credited expenses to count toward any annual or lifetime limits, and (2) recognize service with Joy Global and its subsidiaries (and any predecessors thereof) for all purposes under these plans, including eligibility to participate, level of benefits, vesting and benefit accruals.

        The merger agreement further provides that Joy Global may establish a cash-based retention program in the aggregate amount of $5 million to promote retention, to incentivize efforts to consummate the closing and to provide for a transition for a reasonable period of time following the closing (the "retention program"). Awards under the retention program may be allocated by the Chief Executive Officer of Joy Global (or his designee(s)) among Joy Global employees; provided that no awards may be granted to an individual who is covered by a change in control agreement and any

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award in excess of $100,000 shall be subject to the prior approval by Komatsu, such approval not to be unreasonably withheld or delayed. Each retention award will vest and be paid fifty percent immediately prior to the effective time, twenty-five percent on the date that is ninety days after the effective time and twenty-five percent on the date that is one hundred eighty days after the effective time, subject to continued employment through the applicable payment date, except that any unpaid portion of the award will vest in full and be paid on an earlier qualifying termination, subject to the employee providing a general release of claims against Joy Global and its affiliates. If a retention award under the retention program is forfeited by a participant prior to the effective time, the Chief Executive Officer of Joy Global (or his designee(s)) may reallocate the retention award to existing employees or new hires of Joy Global and its subsidiaries. Joy Global may enter into a retention letter agreement with each recipient of a retention award under the retention program setting forth the amount and terms of such award. Joy Global has provided to Komatsu a schedule reflecting its good faith expectations regarding grants under the Retention Program, it being understood that, subject to the parameters set forth in the merger agreement, there may be additional award recipients under the retention program and award amounts under the retention program may be higher or lower than those set forth in the schedule.

        Pursuant to the merger agreement, Joy Global may pay to each employee of Joy Global and its subsidiaries actively employed on the last day of Joy Global's 2016 fiscal year (ending October 28, 2016), a full bonus under the applicable annual bonus plan in respect of Joy Global's 2016 fiscal year based on actual performance during such fiscal year, such payment to be made at the earlier of (1) immediately prior to the effective time, and (2) in the ordinary course of business consistent with past practice. Joy Global may establish awards for employees under the applicable annual bonus plan in respect of Joy Global's 2017 fiscal year (ending October 27, 2017) and the related performance goals, in each case, in the ordinary course of business and consistent with past practice. If the effective time occurs during Joy Global's 2017 fiscal year, Komatsu shall pay, or cause to be paid, to each company employee who participated in an annual bonus plan immediately prior to the effective time and who experiences a qualifying termination at or following the effective time and prior to payment of such bonus (subject to the employee providing a general release of claims against Joy Global and its affiliates, including Joy Global personnel, in the form used by Joy Global in the ordinary course) a bonus equal to the product obtained by multiplying (a) the company employee's full year bonus entitlement under all applicable annual bonus plans for Joy Global's 2017 fiscal year based on actual performance, and (b) a fraction (not to exceed 1), the numerator of which equals the number of days that have elapsed during such fiscal year through the date of the qualifying termination and the denominator of which equals 365, with such bonus being paid at the same time as bonuses to company employees who remain in the employ of Joy Global, but in any event not later than the 15th day of the third month following the later of (i) the end of calendar year of the qualifying termination and (ii) the end of Joy Global's fiscal year in which the qualifying termination occurs.

Efforts to Complete the Merger

        Joy Global, Komatsu and Merger Sub have agreed to use their respective reasonable best efforts to cause the conditions to the closing to be satisfied as promptly as reasonably practicable, including (i) making all necessary filings with governmental entities or third parties, (ii) obtaining the required consents and all other third-party consents that are necessary to consummate the merger, (iii) obtaining the required statutory approvals and all other consents of governmental entities that are necessary to consummate the merger, (iv) avoiding the entry, enactment or application of any law, judgment, or other legal restraint that might impede or delay consummation of the merger and (v) executing and delivering any additional instruments that are necessary to consummate the merger. Komatsu shall be responsible for 100% of the fees, costs and expenses (except for the fees, costs and expenses of Joy Global's advisors), including any filing fees, associated with any filings or consents contemplated by the merger agreement.

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        Joy Global and Komatsu must also, if necessary to obtain the required or advisable antitrust approvals, (1) defend through litigation any claim asserted in any court that could impede the closing, but only through the completion of a preliminary or permanent injunction hearing in the U.S., and, in other jurisdictions, only until the time that continuing to do so would no longer reasonably likely lead to the satisfaction of the conditions precedent to closing and (2) divest, license or otherwise dispose of any of Joy Global's assets, product lines or businesses, or agree to any conduct restrictions, that produced revenues in the aggregate not exceeding $600 million. Komatsu is not required (a) to sell, divest or hold separate any of Komatsu's assets or business (as opposed to Joy Global's assets and business) or (b) to divest intellectual property in the SR Drive Technology, unless permitted to retain ownership of, or a worldwide royalty-free, unrestricted license to the SR Drive Technology.

Indemnification and Insurance

        Komatsu and Merger Sub have agreed that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time (including any matters arising in connection with the transactions contemplated by the merger agreement), now existing in favor of the current or former directors, officers or employees, as the case may be, of Joy Global or any of its subsidiaries (which we refer to as the "indemnified parties") as provided in Joy Global's or any of its subsidiaries' governing organizational documents, each as in effect on July 21, 2016, will survive the merger and continue in full force and effect in accordance with their terms. For a period of not less than six years after the effective time, Komatsu will cause the surviving corporation to indemnify, defend and hold harmless, and advance expenses to, the indemnified parties with respect to all acts or omissions by them in their capacities as such at any time prior to the effective time, to the fullest extent provided by the organizational documents of Joy Global and its subsidiaries and applicable law.

        In addition, Komatsu will obtain, or cause the surviving corporation to obtain, for a period of not less than six years after the effective time, for the indemnified parties who are insured under Joy Global's directors' and officers' insurance and indemnification policy, an insurance and indemnification policy that provides coverage for events occurring at or prior to the effective time that is no less favorable than the existing policy of Joy Global, with certain qualifications.

Coordination on Litigation

        Joy Global, Komatsu, and Merger Sub have each agreed to promptly notify the other parties in writing of any stockholder litigation or other litigation or proceedings arising from the merger agreement or the merger that is brought against such party or any of its Affiliates or members of its board of directors ("Transaction Litigation"). Each party shall keep the other parties informed on the reasonably current status of any Transaction Litigation (including by promptly furnishing to the other parties and their representatives such information relating to such litigation or proceedings as may be reasonably requested). Joy Global shall give Komatsu the opportunity to participate in the defense and settlement of any Transaction Litigation. No compromise or full or partial settlement of any Transaction Litigation shall be agreed to by Joy Global or its affiliates or members of the Joy Global board without Komatsu's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Other Covenants and Agreements

        The merger agreement also contains additional covenants, including, among others, covenants relating to the filing of this proxy statement, covenants relating to regulatory filings and approvals, reporting requirements under Section 16 of the Exchange Act, the treatment of certain indebtedness and delisting and deregistration of the Joy Global common stock, and public announcements with respect to the transactions contemplated by the merger agreement.

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Conditions to Completion of the Merger

        Each party's obligation to complete the merger is subject to the satisfaction or waiver of the following conditions:

•

the adoption of the merger agreement by the requisite Joy Global stockholder vote;



•

no injunction by any court or other tribunal of competent jurisdiction having been entered and continuing to be in effect and no law continuing to be in effect, in each case that prevents, makes illegal or prohibits the consummation of the merger; and



•

all required statutory approvals, including the expiration or termination of any waiting period applicable to the merger under the HSR Act, having been obtained at or prior to the effective time.

        The respective obligations of Komatsu and Merger Sub to complete the merger are subject to the satisfaction or waiver (in writing) of the following additional conditions:

•

the accuracy of the representations and warranties of Joy Global both at and as of July 21, 2016 and at and as of the effective time (except for any such representations and warranties made as of a particular date or period, which representations and warranties must be true and correct only as of that date or period), in most cases, without giving effect to any materiality limitation set forth therein but subject to a "material adverse effect" or other materiality standard provided in the merger agreement;



•

Joy Global having performed and complied in all material respects with each covenant required by the merger agreement to be performed or complied with by it prior to the closing;



•

Komatsu's receipt of a certificate signed on behalf of Joy Global by an executive officer of Joy Global to the effect that each of the conditions described in the two preceding bullet points have been satisfied; and



•

The absence of any fact, circumstance, effect, change, event or development occurring after July 21, 2016 that has had or would reasonably be expected to have, individually or in the aggregate, a company material adverse effect.

        The obligation of Joy Global to complete the merger is subject to the satisfaction or waiver (in writing) of the following additional conditions:

•

the accuracy of the representations and warranties of Komatsu and Merger Sub both at and as of July 21, 2016 and at and as of the effective time (except for any such representations and warranties made as of a particular date or period, which representations and warranties must be true and correct only as of that date or period), in most cases, without giving effect to any materiality limitation set forth therein but subject to a "material adverse effect" standard provided in the merger agreement;



•

each of Komatsu and Merger Sub having performed and complied in all material respects with each covenant required by the merger agreement to be performed or complied with by it prior to the closing; and



•

Joy Global's receipt of a certificate signed on behalf of Komatsu by an executive officer of Komatsu to the effect that each of the conditions described in the two preceding bullet points have been satisfied.

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Termination

        The merger agreement may be terminated and abandoned at any time prior to the effective time in the following circumstances:

•

by the mutual written consent of Joy Global and Komatsu;



•

by either Joy Global or Komatsu, if:



•

the merger has not been completed by 5:00 p.m. New York City time on July 21, 2017 (referred to in this proxy statement as the "end date"), provided that (1) if all of the conditions to closing, other than those pertaining to legal restraints under antitrust laws, waiting periods under the HSR Act or receipt of all required statutory approvals, have been satisfied or waived at such time, the end date may be extended by either Joy Global or Komatsu by a total of two three-month periods by written notice to the other party prior to 5:00 p.m. New York City time on the then-applicable end date; and (2) neither Joy Global nor Komatsu may terminate the merger agreement if it is in breach of any of its covenants or agreements in the merger agreement and such breach has caused or resulted in either (a) the failure to satisfy the conditions to the obligations of the terminating party to consummate the merger prior to the end date or (b) the failure of the closing to have occurred prior to the end date;



•

an order by a governmental entity of competent jurisdiction has been issued (1) in respect of any antitrust law of the United States, preliminarily or permanently enjoining the consummation of the merger, (2) in respect of any other antitrust law, if continuing to pursue approvals would no longer reasonably likely permit the antitrust approvals to be obtained, or (3) in respect of any other legal restraint, the legal restraint has become final and nonappealable, and in each case, the party seeking to terminate the merger agreement has delivered notice to the other party describing the applicable legal restraint in reasonable detail and given the other party opportunity for no less than five business days to consider and discuss such legal restraint with the party seeing to terminate the merger agreement; provided that, in each case, a party will not have the right to terminate if such order resulted due to the intentional material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement; or



•

if the required vote of Joy Global's stockholders to adopt the merger agreement has not been obtained at the Joy Global stockholders meeting or at any adjournment or postponement of the Joy Global stockholders meeting; or



•

by Joy Global, if:



•

Komatsu or Merger Sub has breached or there is any inaccuracy in any of its representations or warranties, or has breached or failed to perform any of its covenants or other agreements contained in the merger agreement, which (1) would result in a failure of a condition to the obligations of Joy Global to effect the merger and (2) is either not curable or is not cured by the earlier of the end date and the date that is 30 days following written notice from Joy Global to Komatsu describing such breach or failure; provided, however, that Joy Global is not then in breach of any covenant and there is no inaccuracy in any of Joy Global's representations or warranties; or



•

at any time prior to obtaining the required vote of Joy Global's stockholders to adopt the merger agreement, in accordance with the provisions relating to Joy Global's right to terminate the merger agreement to enter into a superior company proposal, Joy Global enters into a definitive agreement with respect to a superior company proposal; or

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•

by Komatsu, if:



•

Joy Global has breached or there is any inaccuracy in any of its representations or warranties, or has breached or failed to perform any of its covenants or other agreements contained in the merger agreement (with certain exceptions), which (1) would result in a failure of a condition to the obligations of Komatsu and Merger Sub to effect the merger and (2) is either not curable or is not cured by the earlier of the end date and the date that is 30 days following written notice from Komatsu to Joy Global describing such breach or failure; or



•

prior to obtaining required vote of Joy Global's stockholders to adopt the merger agreement, the Joy Global board (1) has effected or publicly announced its intention to make a company adverse recommendation change or (2) does not reaffirm its recommendation after a request from Komatsu following the public disclosure of a company takeover proposal (provided that the Joy Global board is not required to reaffirm its recommendation more than two times);



•

prior to obtaining required vote of Joy Global's stockholders to adopt the merger agreement, a tender or exchange offer relating to the common stock is commenced and Joy Global does not send to its stockholders within 10 business days a statement reaffirming its recommendation and recommending that its stockholders reject the tender or exchange offer; or



•

prior to obtaining required vote of Joy Global's stockholders to adopt the merger agreement and in accordance with the terms of the merger agreement, Joy Global enters into a definitive agreement with respect to a superior company proposal.

Termination Fee

Company Termination Fee

        Joy Global will pay Komatsu a termination fee in an amount equal to $75 million in cash if the merger agreement is terminated in the following circumstances:

•

if the merger agreement is terminated by either Joy Global or Komatsu due to Joy Global having entered into a definitive agreement with respect to a superior company proposal in accordance with the conditions set forth in the merger agreement; or



•

if the merger agreement is terminated by Komatsu because the Joy Global board makes or publicly announces its intention to make a company adverse recommendation change; or



•

if the merger agreement is terminated (a) by either party because Joy Global's stockholders vote not to adopt the merger agreement, (b) by either party because the merger was not completed before the end date or (c) by Komatsu because of a material breach by Joy Global of its non-solicitation obligations or if the Joy Global board fails to reaffirm its recommendation after a request from Komatsu in certain circumstances, and, in each case, (i) prior to any termination a third party makes a company takeover proposal that is publicly announced and not withdrawn, (ii) within 315 days of termination, Joy Global enters into a definitive agreement providing for, or completes, any company takeover proposal and (iii) at the time of termination there are no legal restraints relating to antitrust law and the antitrust-related closing conditions were reasonably expected to be satisfied prior to the end date.

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Parent Termination Fee

        Komatsu will pay Joy Global a termination fee in an amount equal to $150 million in immediately available funds if the merger agreement is terminated in the following circumstances:

•

if either Komatsu or Joy Global terminates the merger agreement because the merger was not completed before the end date and, at the time of the termination, the required regulatory approvals have not been received (and all other conditions to closing are satisfied), or because the transaction is enjoined in connection with any required regulatory approval; or



•

if the merger agreement is terminated by Joy Global because Komatsu has breached certain of its covenants and obligations under the merger agreement relating to seeking to obtain the required regulatory approvals and such breach results or would be reasonably likely to result in the failure of the antitrust-related closing conditions to be satisfied.

Delisting and Deregistration of Company Common Stock

        If the merger is completed, the Company common stock will be delisted from the New York Stock Exchange (the "NYSE"), and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Limitation on Remedies

        In the event of the termination of the merger agreement pursuant to the provisions described in the section entitled "—Termination," and if a termination fee is due and payable, from and after the termination of the merger agreement and payment of the termination fee in full pursuant to the merger agreement, Joy Global, Komatsu and Merger Sub (as applicable) will have no further liability of any kind for any reason in connection with the merger agreement or its termination, except for any liability arising from a willful breach of the merger agreement. The payment of the termination fee will be considered liquidated damages and will be the recipient's sole and exclusive remedy for any claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses suffered or incurred by the recipient. The parties expressly waive and relinquish any other right, remedy or recourse, provided that regardless of whether a party is obligated to pay a termination fee, nothing in the merger agreement releases such a party from liability for a willful breach of the merger agreement. In no event will any party be entitled to payment of a termination fee on more than one occasion.

Amendment and Modification

        Any provision of the merger agreement may be amended by an instrument in writing signed on behalf of each of the parties. No amendment shall be made after the effective time. Before the receipt of Joy Global stockholder approval, no amendment shall require the approval of the stockholders of Komatsu or Joy Global. After the receipt of Joy Global stockholder approval, and before the effective time, no amendment that by law requires further approval by Joy Global's stockholders is permitted to be made without the further approval of such stockholders.

        At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant to the merger agreement, (c) waive compliance with any covenants and agreements contained herein, subject to stockholder approval if after the receipt of company stockholder approval, or (d) waive the satisfaction of any of the conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to the merger agreement to assert any of its rights under the merger agreement or otherwise shall not constitute a waiver of such rights.

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Jurisdiction; Specific Enforcement

        The parties acknowledged and agreed that irreparable damage would occur in the event that any of the provisions of the merger agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, even if available, would not be an adequate remedy therefor. It was accordingly agreed that, at any time prior to the valid termination of the merger agreement under the terms and subject to the limitations therein, the parties shall be entitled to an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the performance of terms and provisions of the merger agreement, including the right of a party to cause each other party to consummate the merger and the other transactions contemplated by the merger agreement, in certain agreed courts (and each party to the merger agreement waived any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. If any party brings any claim to enforce specifically the performance of the terms and provisions of the merger agreement when expressly available to such party pursuant to the terms of the merger agreement, then, notwithstanding anything to the contrary therein, the end date shall automatically be extended by the period of time between the commencement of such claim and the date on which such claim is fully and finally resolved. All claims arising from, under or in connection with the merger agreement shall be raised to and exclusively determined by the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), to whose jurisdiction and venue the parties irrevocably and unconditionally consent and submit. Each party to the merger agreement irrevocably and unconditionally waived any objection to the laying of venue of claim arising out of the merger agreement in such court and further irrevocably and unconditionally waived and agreed not to plead or claim in any such court that any such claim brought in any such court has been brought in an inconvenient forum. Each party further agreed that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in the merger agreement shall be effective service of process for any claim brought against such party in any such court.

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ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION
(PROPOSAL 2)

        As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company is providing its stockholders with a separate advisory (non-binding) vote to approve certain compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, as described in the table entitled "Quantification of Potential Payments and Benefits to the Company's Named Executive Officers in Connection with the Merger" under "The Merger (Proposal 1)—Interests of the Company's Directors and Executive Officers in the Merger," including the footnotes to the table and related narrative discussion.

        The Joy Global board unanimously recommends that the stockholders of the Company approve the following resolution:

"RESOLVED, that the compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, and the agreement or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section entitled "The Merger (Proposal 1)—Interests of the Company's Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to the Company's Named Executive Officers in Connection with the Merger", including the footnotes to the table and the related narrative discussion, is hereby APPROVED."

        The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the proposal to adopt the merger agreement. Accordingly, you may vote to adopt the merger agreement and vote not to approve the named executive officer merger-related compensation proposal and vice versa. Because the vote on the named executive officer merger-related compensation proposal is advisory only, it will not be binding on either the Company or Komatsu. Accordingly, if the merger agreement is adopted and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of the Company's stockholders.

        The above resolution approving the merger-related compensation of the Company's named executive officers on an advisory basis requires the affirmative vote of holders of a majority of the shares of common stock present at the meeting (in person or represented by proxy) and entitled to vote thereon.

        The Joy Global board unanimously recommends that the stockholders of Joy Global vote "FOR" the named executive officer merger-related compensation proposal.

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VOTE ON ADJOURNMENT (PROPOSAL 3)

        The Company's stockholders are being asked to approve a proposal that will give the Joy Global board authority to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. If this adjournment proposal is approved, the special meeting could be adjourned by the Joy Global board to any date. In addition, the Joy Global board could postpone the special meeting before it commences. Pursuant to the merger agreement, Joy Global may only postpone or adjourn the Joy Global stockholders' meeting (1) to solicit additional proxies for the purpose of obtaining the required vote of the Company's stockholders to adopt the merger agreement or (2) for the absence of a quorum. If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time before their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you sign and return a proxy and you indicate that you wish to vote in favor of the proposal to adopt the merger agreement but do not indicate a choice on the adjournment proposal, your shares of common stock will be voted in favor of the adjournment proposal.

        The Company does not anticipate calling a vote on this proposal if Proposal 1 is approved by the requisite number of shares of common stock at the special meeting.

        The vote on the adjournment proposal is a vote separate and apart from the vote on the proposal to adopt the merger agreement. Accordingly, you may vote to approve the proposal to approve and adopt the merger agreement and vote not to approve the adjournment proposal and vice versa.

        Approval of the adjournment proposal requires the affirmative vote of holders of a majority of the shares of common stock present at the meeting (in person or represented by proxy) and entitled to vote thereon.

        The Joy Global board unanimously recommends that the stockholders of Joy Global vote "FOR" the adjournment proposal, if a vote on such proposal is called.

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MARKET PRICE OF THE COMPANY'S COMMON STOCK

        Joy Global's common stock is traded on the NYSE under the symbol "JOY."

        The following table sets forth during the periods indicated the high and low sales prices of common stock as reported on the NYSE, and the cash dividends declared per share for the periods indicated: