KONECRANES PLC - KONECRANES BOARD OF DIRECTORS CONVENES ANNUAL GENERAL MEETING 2015

Konecranes Board of Directors has resolved to convene the Annual General Meeting to be held on March 26, 2015. The Board and its Committees will submit the below proposals to the Annual General Meeting:

- Proposal to pay a dividend of EUR 1.05 per share (EUR 1.05 for 2013)
- Proposals on the Board composition and remuneration
- Proposal on the election of auditor and auditor’s fee
- Proposal to authorize the Board to decide on the repurchase and/or  on the acceptance as pledge of the Company’s own shares
- Proposal to authorize the Board to decide on the issuance of shares as well as on the issuance of special rights entitling to shares
- Proposal to authorize the Board to decide on the transfer the Company’s own shares
- Proposal to authorize the Board to decide on directed share issue without payment for an employee share savings plan
- Proposal to authorize the Board to decide on donation

Proposal to pay a dividend

The Board of Directors proposes to the General Meeting that a dividend of EUR 1.05 per share be paid from the distributable assets of the parent Company. Dividend will be paid to shareholders who on the record date of the dividend payment 30 March 2015 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 9 April 2015.

Proposals on the Board composition and remuneration

The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the current Board members Mr. Svante Adde, Mr. Stig Gustavson, Mr. Matti Kavetvuo, Ms. Nina Kopola, Mr. Bertel Langenskiöld and Ms. Malin Persson be re-elected Board members for a term of office ending at the end of the Annual General Meeting 2016. Of the current members of the Board Mr. Tapani Järvinen and Mr. Mikael Silvennoinen have announced that they will not be available for re-election. The Nomination and Compensation Committee furthermore proposes that B.Sc. (Econ.) Ole Johansson and B.Sc. (Econ.)Christoph Vitzthum shall be elected new Board members for the same term of office. All candidates have been presented in the press release given on 3 February 2015 and on the Company’s website www.konecranes.com. All the candidates have given their consent to the election.

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

Proposal on the election of auditor and auditor’s fee

The Audit Committee of the Board of Directors proposes to the General Meeting that Ernst & Young Oy continues as the Company’s auditor.

The Audit Committee of the Board of Directors proposes to the General Meeting that the remuneration for the auditor be paid according to an invoice approved by the company.

Proposal to authorize the Board to  decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase of the Company’s own shares and/or on the acceptance as pledge of the Company’s own shares as follows.

The amount of own shares to be repurchased and/or accepted as pledge based on this authorization shall not exceed 6,000,000 shares in total, which corresponds to approximately 9.5 per cent of all of the shares in the Company. However, the Company together with its subsidiaries cannot at any moment own and/or hold as pledge more than 10 per cent of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

Own shares can be repurchased and/or accepted as pledge to limit the dilutive effects of share issues carried out in connection with possible acquisitions, to develop the Company’s capital structure, to be transferred for financing or realization of possible acquisitions, investments or other arrangements belonging to the Company’s business, to pay remuneration to Board members, to be used in incentive arrangements or to be cancelled, provided that the repurchase is in the interest of the Company and its shareholders.

The authorization is effective until the end of the next Annual General Meeting, however no longer than until 25 September 2016.

Proposal to authorize the Board to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows.

The amount of shares to be issued based on this authorization shall not exceed 6,000,000 shares, which corresponds to approximately 9.5 per cent of all of the shares in the Company.

The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorization can also be used for incentive arrangements, however, not more than 700,000 shares in total together with the authorization in following item.

The authorization is effective until the end of the next Annual General Meeting, however no longer than until 25 September 2016. However, the authorization for incentive arrangements is valid until 25 March 2020. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2014.

Proposal to authorize the Board to decide on the transfer the Company’s own shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the transfer of the Company’s own shares as follows.

The authorization is limited to a maximum of 6,000,000 shares, which corresponds to approximately 9.5 per cent of all the shares in the Company.

The Board of Directors decides on all the conditions of the transfer of own shares. The transfer of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The Board of Directors can also use this authorization to grant special rights concerning the Company’s own shares, referred to in Chapter 10 of the Companies Act. The authorization can also be used for incentive arrangements, however, not more than 700,000 shares in total together with the authorization in the previous item.

This authorization is effective until the next Annual General Meeting of Shareholders, however no longer than until 25 September 2016. However, the authorization for incentive arrangements is valid until 25 March 2020. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2014.

Proposal to authorize the Board of Directors to decide on directed share issue without payment for an employee share savings plan

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on a directed share issue without payment needed for the continuation of the Share Savings Plan that the Annual General Meeting 2012 decided to launch.

The Board of Directors proposes that the General Meeting authorize the Board to decide on the issue of new shares or on the transfer of own shares held by the Company to such participants of the Plan who, according to the terms and conditions of the Plan, are entitled to receive free shares, as well as to decide on the share issue without payment also to the Company itself. The Board of Directors proposes that the proposed authorization includes a right, within the scope of this Plan, to transfer own shares currently held by the Company, which have earlier been limited to other purposes than incentive plans. The number of new shares to be issued or own shares held by the Company to be transferred may in the aggregate amount to a maximum total of 500,000 shares, which corresponds to 0.8 per cent of all of the Company’s shares.

The Board of Directors considers that there is an especially weighty financial reason for the directed share issue without payment, both for the Company and in regard to the interests of all shareholders, since the Plan is intended to form part of the incentive and commitment program for the Group personnel.

The Board of Directors is entitled to decide on other matters concerning the share issue. The authorization concerning the share issue is valid until 25 March 2020. This authorization is in addition to the authorizations in the two previous items. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2014.

Proposal to authorize the Board of Directors to decide on donation

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on one or several donations of a maximum aggregate amount of 250,000 euro to one or more Finnish Universities or research centers to thereby support education or research. The Board of Directors furthermore proposes that the Board of Directors be authorized to decide on practical matters relating to a donation, for example nomination of recipients and the detailed terms of a donation. The Board of Directors considers a donation in accordance with the authorization to be reasonable in view of the Company’s financial situation and the amount of the Company’s non-restricted equity and that it is in the Company’s interest to grant such donations. The authorization shall be valid until December 31, 2015.

The actual notice to the Annual General Meeting is intended to be published on Tuesday, 10 February, 2015.

KONECRANES PLC

Miikka Kinnunen
Director, Investor Relations

FURTHER INFORMATION
Miikka Kinnunen, Director, Investor Relations, tel. +358 (0)20 427 2050

Konecranes is a world-leading group of Lifting Businesses™, serving a broad range of customers, including manufacturing and process industries, shipyards, ports and terminals. Konecranes provides productivity-enhancing lifting solutions as well as services for lifting equipment and machine tools of all makes. In 2014, Group sales totaled EUR 2,011 million. The Group has 12,000 employees at 600 locations in 48 countries. Konecranes is listed on the NASDAQ OMX Helsinki (symbol: KCR1V).

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