NOTICE TO THE GENERAL MEETING
KONECRANES PLC STOCK EXCHANGE RELEASE February 4, 2010 at 11.00 a.m.
NOTICE TO THE GENERAL MEETING
Notice is given to the shareholders of Konecranes Plc to the Annual General
Meeting to be held on Thursday 25 March 2010 at 11.00 a.m. in Konecranes
premises (address: Konecranes Visitors Center, Koneenkatu 8, 05830 Hyvinkää,
Finland). The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 10.15 a.m.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and
the auditor's report for the year 2009
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR
0.90 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 2010 are registered as shareholders in the Company's
shareholders' register maintained by Euroclear Finland Ltd. The dividend shall
be paid on 9 April 2010.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
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 2011 be the same as in 2009 as follows: Chairman of the
Board EUR 100,000, Vice Chairman of the Board EUR 64,000 and other Board members
EUR 40,000. The Committee furthermore proposes that 40 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. No remuneration will be paid to
Board members employed by the Company. Travel expenses will be compensated
against receipt.
11. Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to
the General Meeting that the number of members of the Board of Directors shall
be eight (8).
12. Election of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to
the General Meeting that of the current Board members Mr. Svante Adde, Mr. Tomas
Billing, Mr. Kim Gran, Mr. Stig Gustavson, Mr. Tapani Järvinen, Mr. Matti
Kavetvuo, Ms. Malin Persson and Mr. Mikael Silvennoinen be re-elected Board
members for a term of office ending at the end of the Annual General Meeting
2011. All the candidates have been presented in the press release given on 4
February 2010 and on the Company's website www.konecranes.com. All the
candidates have given their consent to the election.
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes to the General Meeting
that the remuneration for the auditor be paid according to the auditor's
reasonable invoice.
14. Election of auditor
According to the Articles of Association, the auditors are elected to office
until further notice. The Audit Committee of the Board of Directors proposes to
the General Meeting that Ernst & Young Oy continues as the Company's auditor.
15. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the General Meeting that Section 9 of the
Articles of Association of the Company be amended so that notice to the General
Meeting shall be delivered no less than three weeks before the General Meeting,
however no less than 9 days prior to the record date of the General Meeting. The
Board of Directors furthermore proposes that the manner in which the notice to
the General Meeting shall be delivered be changed so that the notice, by
decision by the Board of Directors, can be delivered by publishing the notice on
the Company's website or in national newspapers or by sending written notices to
the shareholders by mail. The Board of Directors furthermore proposes that the
location of the General Meeting be changed so that the General Meeting may, in
addition to the Company's domicile, be held in Helsinki, Espoo or Vantaa.
16. Reasoning for the proposed authorisations in items 17, 18 and 19
Acquisitions have already for a long time been a key element in Konecranes'
strategy. The current market situation may open up new interesting M&A
opportunities for the Company. In this environment it may be in the interest of
the Company to be able to offer stock-for-stock for target companies or
otherwise arrange share issues, should feasible opportunities arise.
In this environment it may also be in the interest of the Company and its
shareholders that own shares can be repurchased to develop the Company's capital
structure. It may also be in the interest of the Company to be able to accept
own shares as pledge.
In order to provide the Company with means to act swiftly should feasible
opportunities arise, the Board of Directors proposes to the General Meeting that
the Board of Directors be granted authorizations to issue shares and special
rights entitling to shares, to repurchase shares and accept own shares as
pledge, and to transfer own shares as set forth below.
While this introduction describes the main purpose of the proposed
authorizations, this introduction is not intended to be exhaustive and the
proposed authorizations shall be interpreted in accordance with their respective
wording.
17. Authorizing the Board of Directors to decide on the issuance of shares as
well as on 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
9,000,000 shares, which corresponds to approximately 14.5 % 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). However, the authorization
cannot be used for incentive arrangements.
The authorization is effective until the end of the next Annual General Meeting,
however no longer than until 24 September 2011.
18. Authorizing the Board of Directors 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 shall not
exceed 6,000,000 shares in total, which corresponds to approximately 9.7 % 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 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 in connection with possible acquisitions,
to pay remuneration to Board members 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 24 September 2011.
19. Authorizing the Board of Directors to decide on the transfer 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 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 9.7 % of all of 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. However, the
authorization cannot be used for incentive arrangements.
This authorization shall be effective until the next Annual General Meeting of
Shareholders, however no longer than until 24 September 2011.
20. Donation for philanthropic purposes
The Board of Directors proposes that the General Meeting decides to grant a
donation to one or more Finnish Universities in the amount of 1,250,000 euros to
thereby support education and research within the fields of technology, economy
or art. The Board of Directors furthermore proposes that the Board of Directors
decides on practical matters relating to the donation, for example nomination of
recipients and the detailed donation terms. In view of the Company's financial
situation and amount of unrestricted equity, the Board of Directors considers
the donation to be reasonable and that it is in the Company's interest to grant
the donation.
21. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Board of Directors and its committees relating to the
agenda of the General Meeting as well as this notice are available on Konecranes
Plc's website at www.konecranes.com/agm2010. The annual report of Konecranes
Plc, including the Company's annual accounts, the report of the Board of
Directors and the Auditor's report, is available on the above-mentioned website
no later than 3 March 2010. The proposals of the Board of Directors and the
annual accounts are also available at the General Meeting. Copies of these
documents and of this notice will be sent to shareholders upon request. No
notice to the Annual General Meeting will be sent to the shareholders
separately. The minutes of the meeting will be available on the above-mentioned
website as from 8 April 2010.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on the record date of the General Meeting 15
March 2010 in the shareholders' register of the Company held by Euroclear
Finland Ltd, has the right to participate in the General Meeting. A shareholder,
whose shares are registered on his/her personal Finnish book-entry account, is
registered in the shareholders' register of the Company.
A shareholder, who wants to participate in the General Meeting, shall register
for the meeting no later than on Monday 22 March 2010 at 4.00 p.m. by giving a
prior notice of participation. Such notice can be given:
a) on the Company's website: www.konecranes.com/agm2010
b) by e-mail: agm2010@konecranes.com
c) by telephone: +358 20 427 2960 (Anna-Mari Kautto) (from abroad) and 020 427
2960 (Anna-Mari Kautto (from Finland) from Monday to Friday 8 a.m. - 4 p.m.
d) by telefax: +358 20 427 2089 (from abroad) or 020 427 2089 (from Finland); or
e) by regular mail to: Konecranes Plc, Anna-Mari Kautto, P.O.Box 661, FI-05801
Hyvinkää, Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Konecranes Plc is
used only in connection with the General Meeting and with the processing of
related registrations.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to request information with
respect to the matters to be considered at the General Meeting.
2. Proxy representative and powers of attorney
A shareholder may also participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When a shareholder participates in the General Meeting by means
of several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting.
Possible proxy documents should be delivered in originals to Konecranes Plc,
Anna-Mari Kautto, P.O. Box 661, FI-05801 Hyvinkää, Finland before the last date
for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the Company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank. The account management organization of the
custodian bank will register a holder of nominee registered shares, who wants to
participate in the General Meeting, to be temporarily entered into the
shareholders' register of the Company at the latest on Monday 22 March 2010 by
10 am. A holder of nominee registered shares is considered to have registered
for the General Meeting if he/she has been notified to be temporarily entered
into the shareholders' register of the Company by the abovementioned time.
Further information on these matters can also be found on the Company's website
www.konecranes.com/agm2010.
4. Other instructions and information
On the date of this notice 4 February 2010, the total number of shares in
Konecranes Plc is 61,872,920 shares and the total number of votes is 61,872,920
votes. The Company holds 2,542,600 treasury shares, in respect of which voting
rights cannot be used at the General Meeting.
In Hyvinkää 4 February 2010
Konecranes Plc
THE BOARD OF DIRECTORS
FURTHER INFORMATION
Sirpa Poitsalo, Vice President, General Counsel, tel. +358 20 427 2011
DISTRIBUTION
NASDAQ OMX Helsinki
Major media
www.konecranes.com
