RESOLUTIONS OF KONECRANES' ANNUAL GENERAL MEETING

Report this content
The Annual General Meeting of KCI Konecranes Plc was held on Thursday, 8 March
2007 at 11.00 a.m., at the Company's auditorium, in Hyvinkää, Finland. The
Meeting approved the company's Financial Statements for the fiscal year 2006
and discharged the Board and Managing Director from liability. 

PAYMENT OF DIVIDEND

The AGM adopted the Board's proposal that dividend of EUR 0.45 be paid on each
of the 60 145 320 shares, totaling EUR 26,731,224.00. Konecranes has 742,600
own shares in its possession, which are not entitled to dividend. The rest of
the non-restricted equity of EUR 45,110,117.03 will be retained and carried
forward. The Dividend will be paid to shareholders who are registered on the
record date 13 March 2007, and the dividend will be paid on 21 March, 2007. 

COMPOSITION OF THE BOARD OF DIRECTORS

The AGM approved the proposal of the Nomination and Compensation Committee that
eight (8) members of the Board of Directors be elected. The Board of Directors
elected in the AGM in 2006 was re-elected, added with one new member. Mr.
Svante Adde, Mr. Stig Gustavson, Mr. Matti Kavetvuo, Ms. Malin Persson, Mr.
Timo Poranen, Mr. Björn Savén and Mr. Stig Stendahl were re-elected, and the
managing director of Nokian Tyres Plc. Mr. Kim Gran was elected as a new
member. The term of the Board ends at the next AGM. 

The AGM confirmed an annual fee of EUR 78,000 for the Chairman of the Board,
EUR 48,000 for the Vice Chairman of the Board, and EUR 30,000 for other Board
members and that 40 % of the annual fee will be used to acquire KCI Konecranes
Plc shares from the market to each Board member. Should the acquisition of
shares not be possible due to reasons consequent upon the Company or Board
member, the compensation will be paid in its entirety in cash. In addition,
compensation of EUR 1,200 was approved for attendance at Board Committee
meetings. Travel expenses are compensated against invoice. 

ELECTION OF AUDITORS

According to the Articles of Association, the auditors are elected to office
until further notice. The AGM confirmed that Ernst & Young Oy continue as the
Company's external auditors. 

Amendment to the Articles of Association

The AGM approved the Board's proposal to amend the Articles of Association,
which are mainly due to the new Companies Act effective as from 1 September,
2006. The Articles of Association were amended as follows: 
- The Company name is Konecranes Abp, in Finnish Konecranes Oyj and in English
Konecranes Plc (1 §) 
- The definition of the object of the Company's business is complemented (2 §)
- The provisions concerning the Company's minimum share capital and maximum
authorized capital and the number of shares are abolished (3 § and 4 §) 
- The provisions concerning the record date are abolished (5 §)
- The provisions concerning the representing of the Company are amended to
correspond with the terminology of the new Companies Act (the new 6 §) 
- The time of delivery of the Notice of a Shareholders' Meeting is amended. The
notice is to be delivered not earlier than three (3) months before the General
Meeting (the new 9 §) 
- The agenda of the Annual General Meeting is amended to correspond
contentually to the new Companies Act (the new 10 §) 
- The provision concerning the shareholder's liability to redeem shares is
abolished (13 §) 
- A provision on the resolution of corporate disputes is added (the new 11 §)


Authorization of the Board of Directors to Repurchase the Company's Own Shares

The AGM authorized the Board to repurchase the Company's own shares as follows:

No more than 6,500,000 shares may be repurchased. The Company cannot at any
moment own more shares than the amount of shares, which together with shares
held by its subsidiaries corresponds to 10 per cent of all the registered
shares of the Company. 

The minimum repurchase price of the shares is the lowest market price of the
Company's share quoted in public trading during the time of the authorization
and the maximum repurchase price is the highest market price quoted in public
trading during the time of the authorization. 

The Board resolves upon the methods of the repurchase and other provisions.
Among others, derivatives can be used in the purchase. The shares can be
purchased in deviation from the proportioned holdings of the shareholders
(directed purchase). 

The Company's own shares can be purchased on the basis of the authorization
only by using non-restricted equity. Hereby the repurchase will reduce the
Company's distributable non-restricted equity. 

This authorization shall be effective until the next Annual General Meeting of
Shareholders, however no longer than until 7 September 2008. 


Authorization of the Board to transfer Own Shares in the Company's possession

The AGM authorized the Board to transfer shares repurchased by the Company as
follows: 

The authorization is limited to a maximum of 6,500,000 shares. The shares may
be transferred in one or several tranches. The Board is authorized to resolve
upon the terms and conditions of the transfer of the own shares. The Board is
authorized to resolve to transfer the shares deviating from the shareholders'
pre-emptive rights to acquire the Company's shares, provided that weighty
financial grounds exist. The Board can use this authorization to grant stock
option rights and other special rights concerning the Company's own shares,
referred to in Chapter 10 of the Companies Act but not, however, to resolve
upon a personnel stock option plan. 

This authorization shall be effective until the next Annual General Meeting of
Shareholders, however no longer than until 7 September 2008. 


The 2007 Stock Option Plan 

The AGM approved the Board's proposal that the key employees of the Konecranes
group are granted the maximum of 3 million option rights. The option rights
entitle to an aggregate of 3 million Company shares. 

Option rights are divided into three series, whose subscription periods are
staggered, so that the share subscription period for the option rights of the
first series begins on 2 May 2009 and ends for the option rights of the last
series on 30 April 2013. 
The share subscription prices when exercising an option right are based on the
Company share's market price, as defined in the terms of the option rights. 

The balance sheet registration of the shares subscribed on the basis of the
previous option rights 

The AGM approved the Board's proposal that the subscription price paid for new
shares that are subscribed on the basis of the Company's option rights 1997
(based on the General Meeting resolution on 4 March 1997), 1999 (based on the
General Meeting resolution on 11 March 1999), 2001 (based on the General
Meeting resolution on 8 March 2001) and 2003 (based on the General Meeting
resolution on 6 March 2003), and are issued after the General Meeting, will be
booked in its entirety to the invested non-restricted equity fund. 

In Hyvinkää, on 8 March, 2007

KCI Konecranes Plc
The Board of Directors




FURTHER INFORMATION
Ms Sirpa Poitsalo, Director, General Counsel, 
tel. +358-20 427 2011


Konecranes is a world-leading group of Lifting Businesses (TM), serving a broad
range of customers, including manufacturing and process industries, shipyards,
ports and terminals. Konecranes provides productivity-enhancing lifting
solutions and services for lifting equipment of every make. In 2006, Group
sales totalled EUR 1483 million. The Group has 7,500 employees, at more than
370 locations in 41 countries. Konecranes is listed on the OMX Helsinki Stock
Exchange (symbol: KCI1V). 


ANNEX 1: Articles of Association
ANNEX 2: The Option Rights of KCI Konecranes Plc 2007



DISTRIBUTION
OMX Helsinki Stock Exchange
Media


Annex 1: Articles of Association of Konecranes Plc

1 § Company's name and domicile
The Company's name is Konecranes Abp.
The Company's name in Finnish is Konecranes Oyj, and in English Konecranes Plc.
The Company's place of business is Hyvinge (In Finnish Hyvinkää, Translator's
note). 

2 § The object of Company's business
The object of the Company's business is to purchase, sell, import, export,
design, manufacture, repair, rent, let and lease materials handling equipment,
and to provide consultancy, research and marketing services. The company also
engages in factory maintenance and other maintenance services. For these
purposes, the Company may own, let and rent real estate, own securities and
trade in securities and real estate. The business operations may be carried out
directly by the Company itself, or by its subsidiaries, affiliate companies and
joint ventures. As parent company, the Company may be in charge of the
administration of the group of companies, and of financing, marketing and other
common corporate functions, and own and license industrial property rights. 
3 § Book Entry Securities System
The shares in the Company fall under the Book Entry Securities System.

4 § Membership and term of office of the Board of Directors
The Company has a Board of Directors consisting of not less than five (5) and
not more than eight (8) ordinary members. The Board members' term of office
expires at the closing of the following Annual General Meeting following their
election. The Board of Directors elects a Chairman from among its members to
serve the Board until the end of its term. 
The Managing Director may be an ordinary member of the Board of Directors but
may not be elected as Chairman of the Board of Directors. 

5 § Managing Director and his deputy
The Company has a Managing Director, who is nominated by the Board of Directors.

The Board of Directors may nominate a deputy for the Managing Director and
Assistant Managing Directors. 

6 § Representing the company
All members of the Board of Directors together, or the Managing Director alone,
are authorized to represent the Company. 
The Board of Directors decides on authorizing persons to sign for the Company
per procuram, so that two persons thus authorized represent the Company two
together. 

7 § Financial year
The financial year of the Company begins on the 1st of January and ends on the
31st of December. 

8 § Auditors
The Company has at least one (1) ordinary auditor, who is chartered by the
Central Chamber of Commerce, and his deputy auditor, or alternatively at least
one (1) firm of auditors chartered by the Central Chamber of Commerce. The
auditors are elected to office until further notice. 

9 § Notice of a Shareholders' Meeting
The Board of Directors shall convene an Annual General Meeting or Shareholders'
Meeting by means of publishing a notice in two (2) national newspapers chosen
by the Board, not earlier than three (3) months and not later than seventeen
(17) days before the General Meeting. 
In order to be entitled to attend a General Meeting, a shareholder shall notify
the Company of his intention in the order and during the period prescribed in
the Notice of General Meeting. The last date for giving such notice, which
shall not be earlier than ten (10) days prior to the meeting in question, may
not be a Sunday or other public holiday. 
The Annual General Meeting may be held at the Company's domicile, or
alternatively in Helsinki. 

10 § Annual General Meeting (Ordinary Shareholders' Meeting)
The Annual General Meeting shall be held on a day set by the Board of Directors
not later than six months after the end of the financial year. 
The agenda of the Annual General Meeting shall include
The presentation of 
1. the financial statement, as well as the consolidated financial statement of
the group; 
2. the auditors' report;
resolutions concerning:
3. the adoption of the financial statement and the consolidated financial
statement of the group; 
4. the measures deemed appropriate regarding the profit or other non-restricted
equity reflected by the balance sheet adopted at the meeting; 
5. discharging the members of the Board of Directors and the Managing Director
from personal liability; 
6. the fees payable to the members of the Board of Directors, and the grounds
for reimbursing their travel expenses; 
7. the fees payable to the auditors;
8. the number of members of the Board of Directors, and when necessary their
term of office, and when necessary the number of auditors; 
the election of
9. the members of the Board of Directors;
10. when necessary an auditor or auditors and a possible deputy auditor;
dealing with
11. any other matters included in the Notice of Meeting.

11 § Dispute resolution
Any dispute arising between the company, a shareholder, the Board of directors
or its member, managing director and/or auditor shall be finally settled by
arbitration in accordance with the Arbitration Rules of the Finnish Central
Chamber of Commerce. The place of arbitration shall be Helsinki, and the
arbitration proceedings shall be conducted in the Finnish or Swedish language,
unless a party demands the arbitration proceedings to be conducted in the
English language. 



Annex 2: The Option Rights of KCI Konecranes Plc 2007

I Terms and Conditions of the Option Rights 

1. The number of the option rights

A maximum of 3.000.000 option rights shall be issued entitling to subscribe a
total of 3.000.000 new or existing own shares in KCI Konecranes Plc
(”Konecranes” or the “Company”). The Board shall decide on whether new or
existing own shares of the Company shall be issued to the subscriber. 

An option right that has expired in accordance with Section I.6 or otherwise
shall not be regarded as an issued option right when calculating the total
amount of option rights under the terms hereunder. 

2. The option rights and the meaning of the option program

Of the option rights, 1.000.000 shall be denominated as 2007A, 1.000.000 as
2007B and 1.000.000 as 2007C. 

The purpose of the option rights is to provide an incentive to the key
personnel and increase their commitment to the Company. There is thus a weighty
financial reason for issuing the option rights. 

The subscription price of shares is determined by the Board so as to best
accomplish the purpose of issuing the option rights. 

3. Allocation and acceptance of the option rights 

The option rights shall be granted free of charge to the key personnel of the
Konecranes group. The Board decides upon the allocation of the option rights. 

The Board may decide upon the allocation of series 2007A option rights until 31
December 2007, of the allocation of series 2007B option rights between 1
January 2008 and 31 December 2008 and of the allocation of series 2007C option
rights between 1 January 2009 and 31 December 2009. 

In addition, the Board has the right to decide upon the allocation of an
expired or a returned option right to another key personnel in the Konecranes
group also after previously mentioned periods, however, not after the
commencement of the subscription period of shares for the relevant option right
series and in no event later than 30 April 2011. 

The Company shall notify the persons about to receive the option rights by a
written notice. The recipient of the option rights shall confirm the receipt of
the option rights as well as his or her commitment to comply with these
provisions by signing and returning the notification to the Company. By
returning the notification to the Company the recipient of the option rights
authorizes the Board to decide on transferring the option rights to the
book-entry system maintained by the Finnish Central Securities Depository
(FCSD)  whereupon the option rights will be registered on the book entry
account informed by the recipient in the notification. 

The recipient shall have a valid book-entry account in an account-management
institution set out in the rules of the FCSD at the latest when returning
aforesaid notification to the Company. 

4. Option certificates and transfer to the book-entry system 

The Board may decide that option certificates be issued for the option rights,
with the Company holding such certificates on behalf of the option right holder
until such time that the holder of the option rights assigns the option rights
in accordance with the terms hereunder. The option right holder has no right to
require that option certificates be issued. The option certificates shall not
be issued if the option rights are transferred to the book-entry system. 

The Board may decide to transfer the option rights to the book-entry system.

The Company shall notify the option rights holder in writing about the transfer
of the option rights to the book-entry system before registering the option
rights on the holder's book-entry account. 

5. Assignment of the option rights  

The option rights are assignable to a third party only as decided by the Board
to facilitate the subscription of shares. Regardless of the above the Board
may, however, authorize the assignment of the option rights through other
means. The option right holder shall inform the Company in all situations of
the assignment of the option rights without delay and at the latest within five
working days of the assignment. 

The option rights can neither be pledged nor can other restricted property
rights be created on them without the Board's consent. 
 
6. The lapse of the option rights and measures in case of death

Should the option right holder's employment or service with the Konecranes
group terminate for other reason than death or by statutory contractual
retirement, that option right holder's option rights, for which the
subscription period as set out in section II.2 has not commenced on the date of
termination, shall lapse. In deviation from the above the Board may, however,
decide that the option right holder can retain the rights wholly or partly
despite the fact that the employment or service contract has been terminated. 

The Company may decide that the option rights which have not been assigned or
used for subscription of shares shall lapse without compensation, if the option
right holder acts against the terms hereof or the Board's instructions issued
on the basis of these terms or in breach of the applicable law or authority
regulations. 

If the option right holder has forfeited the option rights the Company shall
notify that person in writing. The absence of any notification shall not,
however, affect the lapsing of the option right. If the option rights have been
entered on the book-entry system the Company shall apply for and have said
option rights transferred from the holder's book-entry account to the
book-entry account of the Company's choice without the right holder's consent.
In addition, the Company may register restrictions on the assignability and
other restrictions regarding the option rights on the option right holder's
book-entry account without his or her consent. 

In case of death of the option right holder the rights will transfer to the
deceased's successors who may use the option rights in accordance with these
terms. When using the option rights or upon the Company's request otherwise the
successors shall submit evidence about their right to the option rights. The
Company may refuse to accept the subscription based on said option rights until
the Company is provided with sufficient evidence regarding the successors'
rights. 


II Terms of Share Subscription 

1. Right to subscribe shares
 
Each option right shall give its holder the right to subscribe one (1) new or
existing own share in Konecranes. The maximum increase in the number of shares
in Konecranes shall be 3.000.000 new shares. The subscription price of shares
shall be registered in its entirety in the invested unrestricted equity fund. 

2. Subscription and payment of shares

The subscription period for shares is: 

- for 2007A option rights     2 May 2009 - 30 April 2011,
- for 2007B option rights     2 May 2010 - 30 April 2012, and
- for 2007C option rights     2 May 2011 - 30 April 2013.
 
The subscription of the shares shall take place at the headquarters of the
Company by means of subscription on a subscription list or by other means
announced by the Board. The Board decides on the acceptance of subscriptions
pursuant to the terms hereunder. When subscribing the subscriber shall provide
the Company with the subscriber's book-entry account number and present the
option certificate based on which the subscription shall take place, if any, to
the Company, or, if the option rights are registered in the book-entry system,
the subscribed option right shall be removed from the subscriber's book-entry
account. The shares shall be paid upon subscription to the bank account
designated by the Company. The Company resolves on all measures relating to the
subscription of shares. 

3. Subscription price of shares 

The subscription price of shares is for all option rights the volume-weighted
average price of the Konecranes share in the Helsinki Stock Exchange between 1
April - 30 April, 2007. 

The Board may decide to increase the subscription price of the shares from the
above for the option rights series 2007B and 2007C before such option rights
are allocated to the option right holders. 


4. Registration of shares on book-entry account

Subscribed and fully paid shares shall be entered into the book-entry account
of the subscriber. 

5. Shareholders' rights 

The shareholder's rights pertaining to the new shares shall commence on the
date when the new shares are registered with the Trade Register. If the Company
assigns its own shares the rights related to those shall transfer to the
shareholder at the time of assignment. 

6. Issues of shares, option rights and other special rights to shares prior to
the subscription 

Should the Company, prior to the subscription of shares, issue shares otherwise
than under these terms or issue option rights or other special rights to shares
pursuant to Chapter 10 of the Companies Act, these terms of the option rights
shall be amended through modifying the number of shares to be subscribed, the
subscription price or both so that the financial position of the option right
holder shall remain as unchanged as possible. The issue of shares, option
rights or other special rights to shares pursuant to Chapter 10 of the
Companies Act to the management or to the employees of the Company shall have
no effect on these terms. 
 
7. Rights in certain specific situations 

After the period for determining the subscription price has commenced and
before the subscription of the share the Board has a right to decide that the
subscription price of a share subscribed on the basis of the option rights be
reduced with the amount that (i) has been distributed to shareholders as an
exceptional dividend deviating from usual dividend distributions, (ii) has been
distributed to shareholders based on their shareholding as distribution of
other unrestricted equity, (iii) has been distributed to the shareholders on
the basis of acquisition of own shares at a price in excess of market price, or
(iv) has been distributed to the shareholders based on their shareholding as a
consequence of reducing the share capital, share premium fund, reserve fund or
other comparable fund. Other distributions of assets shall not result in
changes to the terms of the option rights. 

The Company may before subscription of the shares acquire option rights from
the option right holders. The acquisition of option rights or other special
rights to shares pursuant to Chapter 10 of the Companies Act shall not result
in changes to the terms of the option rights. 

Should the Company be set into liquidation the option holders shall be reserved
an opportunity to use their subscription right within a time stipulated by the
Board or by the liquidator. After such time period no subscription right shall
exist. 

Should the Company decide to merge into another existing company or into a
company to be formed in a combination merger or if the Company resolves to be
demerged in a complete demerger, the Company shall offer to the option right
holder, within a time period set by the Board, a right to subscribe shares
before the merger or demerger takes place. After said time limit the option
right holder has no further subscription right unless the merger or the
division lapses. Alternatively, the Board may grant the option right holders
the right to exchange the option rights to option rights issued by the other
company on the terms set out in the merger or demerger plan or as otherwise
stipulated by the Board. The option right holder may also be given a right to
demand redemption of the option rights at the fair market price before the
merger or demerger. In addition to the right granted by the Board pursuant to
the above, no other right shall exist for the option rights holder. 

The Board may in a merger or demerger in which the Company is a receiving party
as well as in a partial demerger grant to the option rights holder, within a
time period set by the Board, a right to subscribe for shares before the merger
or demerger takes place. After said time limit the option right holder has no
further subscription right unless the merger or the demerger lapses. The above
stipulations also apply in a situation where the Company is registered as a
European Company (Societas Europae) in another member state of the European
Economic Area or where the Company transfers its domicile to another member
state. 
 
In addition to the above, in any merger or demerger the option rights holders
may be granted merger or demerger consideration pursuant to the merger or
demerger plan. 

Should anyone make a public offer for all the shares, option rights or other
special rights issued by the Company or should a shareholder be obliged to make
a tender offer for said instruments pursuant to the Company's Articles of
Association or the Securities Market Act, or should some of the shareholders
under the Companies Act be entitled or obliged to redeem the shares of the
other shareholders pursuant to the Companies Act, the option rights holder may,
irrespective of Section I.5, assign all the option rights held by him or her to
the offeror or the party obliged or entitled to redemption. Should any
shareholder pursuant to the Companies Act have a right to redeem all the shares
of the Company's other shareholders, the option right holder shall have an
obligation corresponding to the shareholders to assign the option rights to the
shareholder using his redemption right. The Board may in any aforementioned
situation grant to the option rights holder a right to use the subscription
right within a time period set by the Board. After such time, the option right
holder has no further subscription right. 

III Other Issues

This option program shall be governed by Finnish law. Any dispute relating to
the option rights shall be settled by arbitration in accordance with the
Arbitration Rules of the Finnish Central Chamber of Commerce. 

The receipt of option rights does not constitute a term or condition of the
option right holders employment or service contract and the option rights do
not form a part of the option right holders salary or benefit of any kind.
During his or her employment or thereafter, the option right holder will not be
entitled to compensation on any grounds from any company belonging to the
Konecranes group in respect of the option rights. 

The Board of the Company may decide on technical alterations to these terms
including modifications and the specification of the terms not regarded as
essential. The Board shall decide on all other matters relating to these option
rights and may submit specific instructions concerning the interpretation of
these terms. 

The Company may send all announcements regarding this option program by mail or
by e-mail. 

The Company may maintain a register of the option right holders to which the
option right holder's name, the number of the option rights classified by
series, the address and e-mail address of the option right holder and the
number of the right holder's book-entry account are recorded. The option right
holder shall immediately inform the Company of the changes in these
particulars. The Company may rely on the correctness of the information given
by the option right holder for this register. This register is not public. 

The option right documents shall be available for inspection at the
Headquarters of Konecranes. 

These provisions are drafted in Finnish, Swedish and English. In the event of
any dispute between the Finnish, Swedish or English provisions, the provisions
in Swedish shall prevail.

Subscribe