Proposals by the board of directors to the annual general meeting 2022
KONECRANES PLC STOCK EXCHANGE RELEASE February 3, 2022 at 09:15 am EET
Proposals by the board of directors to the annual general meeting 2022
The Board of Directors of Konecranes Plc (“Konecranes” or the “Company”) has decided that the Annual General Meeting (the “AGM”) to be held on Wednesday 30 March 2022 at 10.00 am will be held with exceptional meeting procedures based on the temporary legislative act to limit the spread of the Covid-19 pandemic (375/2021).
The Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. This is necessary in order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company as well as to organize the Annual General Meeting in a predictable way, and allowing equal means for shareholders to participate. This means that the shareholders of the Company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance.
Shareholders will, in addition, be invited to attend an online virtual shareholder event starting at 12.00 noon after the AGM, where shareholders will be able to present questions to the Company’s management. Further information on the event will be provided in connection with the notice to the AGM.
The Company will publish the notice to the AGM separately at a later stage. The notice will include more detailed information on participation in the meeting, making counterproposals and presenting questions, as well as voting.
In addition to the proposals of the Board of Directors presented below, the proposals by the Shareholders’ Nomination Board to the AGM 2022 regarding the number and election of Board members, the election of the Chairman of the Board as well as Board member remuneration have been disclosed by a separate stock exchange release on 28 January 2022.
Adoption of the annual accounts
The Board of Directors proposes that the Annual General Meeting adopts the annual accounts.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.88 per share be paid from the distributable assets of the parent Company. The dividend will be paid to shareholders who on the record date of the dividend payment 1 April 2022 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 11 April 2022.
Resolution to authorize the Board of Directors to resolve upon an extra distribution of funds
On 1 October 2020, the Company and Cargotec Corporation (“Cargotec”) announced that their respective Boards of Directors have signed a combination agreement (the “Combination Agreement”) and a merger plan to combine the two companies through a merger (the “Merger”). The Merger was approved by the Extraordinary General Meetings of the respective companies on 18 December 2020.
The Board of Directors of the Company and Cargotec have in the Combination Agreement agreed that the Company may, in addition to the ordinary distribution set out above, propose that its Board of Directors would be authorized to resolve upon an extra distribution of funds in the total amount of approximately EUR 158 million, corresponding to EUR 2.00 per share, to the Company’s shareholders before the Merger is completed.
Hence, the Company’s Board of Directors proposes to the Annual General Meeting that the Annual General Meeting:
Renews the authorization, granted by the Annual General Meeting held on 30 March 2021, for the Board of Directors to resolve, before the completion of the Merger, on an extra distribution of funds to be paid either from the Company’s reserve for invested unrestricted equity as a return of equity or from its retained earnings as a dividend or as a combination of both so that the total maximum amount of funds to be distributed under the authorization would amount to EUR 158,268,918, corresponding to EUR 2.00 per share.
The authorization would be in force until the opening of the following Annual General Meeting of the Company.
The Company will publish its Board of Directors’ resolution to distribute funds based on the authorization separately, and will simultaneously confirm the applicable record and payment dates. Funds paid on the basis of the authorization will be paid to shareholders who are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the payment.
Presentation of the Remuneration Report
As participation in the Annual General Meeting is possible only in advance, the Konecranes Remuneration Report covering the remuneration of the members of the Board of Directors, the President & CEO and the Deputy CEO in 2021, which will be published through a stock exchange release on 28 February 2022 at the latest, is deemed to have been presented to the Annual General Meeting. The resolution by the Annual General Meeting on approval of the Remuneration report is advisory.
The Remuneration Report will also be available on the Company’s website www.konecranes.com/agm2022 on 28 February 2022 at the latest.
Resolution on the remuneration of the auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration for the auditor be paid according to an invoice approved by the Company.
Election of auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy be re-elected as the Company’s auditor for a term expiring at the end of the Annual General Meeting following the election. Ernst & Young Oy has informed the Company that APA Toni Halonen is going to act as the auditor with the principal responsibility.
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 Annual 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 7,500,000 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 shall decide 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 issuances of shares 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 and/or acceptance as pledge 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 30 September 2023.
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 Annual 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 7,500,000 shares, which corresponds to approximately 9.5 per cent of all of the shares in the Company.
The Board of Directors shall decide 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 issuance). The authorization can also be used for incentive arrangements, however, not more than 1,350,000 shares in total together with the authorization in the following item.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 September 2023. However, the authorization for incentive arrangements is valid until 30 March 2027. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2021.
Authorizing the Board of Directors to decide on the transfer of the Company’s own shares
The Board of Directors proposes to the Annual 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 7,500,000 shares, which corresponds to approximately 9.5 per cent of all the shares in the Company.
The Board of Directors shall decide 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 issuance). 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 with respect to more than 1,350,000 shares in total together with the authorization in the previous item.
This authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 September 2023. However, the authorization for incentive arrangements is valid until 30 March 2027. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2021.
Authorizing the Board of Directors to decide on a directed issuance of shares without payment, for an employee share savings plan
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on a directed issuance of shares 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 Annual General Meeting authorize the Board to decide on the issuance of new shares or on the transfer of own shares held by the Company to such participants of the Share Savings Plan who, according to the terms and conditions of the Plan, are entitled to receive shares without payment, as well as to decide on the issuance of shares without payment also to the Company itself. The Board of Directors proposes that the proposed authorization includes a right, within the scope of this Share Savings 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 approximately 0.6 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 issuance of shares without payment, both for the Company and in regard to the interests of all shareholders, since the Share Savings Plan is intended to form part of the incentive and commitment program for the Konecranes Group’s personnel.
The Board of Directors is entitled to decide on other matters concerning the issuance of shares. The authorization concerning the issuance of shares is valid until 30 March 2027. This authorization is in addition to the authorizations in the previous items. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2021.
Authorizing the Board of Directors to decide on donations
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on donations in the aggregate maximum amount of EUR 200,000 to be given to universities, institutions of higher education or to other non-profit or similar purposes. The donations can be made in one or more instalments. The Board of Directors may decide on the beneficiaries and the amount of each donation. The authorization shall be in force until the closing of the next Annual General Meeting.
FURTHER INFORMATION
Kiira Fröberg, Vice President, 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 of all makes. In 2021, Group sales totaled EUR 3.2 billion. The Group has around 16,600 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
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