RESOLUTIONS OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
KONECRANES PLC STOCK EXCHANGE RELEASE 11 JUNE 2020 at 11:15 EEST
RESOLUTIONS OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of Konecranes Plc was held today, on Thursday 11 June 2020 at 10.00 am at the Company’s headquarters at Koneenkatu 8, 05830 Hyvinkää, Finland. In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting was arranged without the physical presence of shareholders or their proxy representatives.
The meeting approved the Company’s annual accounts for the fiscal year 2019, discharged the members of the Board of Directors and the persons who had served as CEO from liability, and approved all proposals made by the Board of Directors and its committees to the AGM.
Payment of dividend
The AGM approved the Board’s proposal that a dividend of EUR 0.65 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 15 June 2020 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 23 June 2020.
The AGM also approved the Board’s proposal to authorize the Board, in addition to the resolution above, to further decide, at its discretion, on the distribution of dividend in one or several instalments so that the total amount of the dividend distribution based on this authorization shall not exceed EUR 0.55 per share. The authorization is valid until the opening of the next Annual General Meeting. The total aggregate dividend for the financial period 2019 based on the resolution of the Annual General Meeting and possible decisions by the Board of Directors on the payment of dividend based on the authorization would thus be limited to a maximum of EUR 1.20 per share.
The Company will publish the Board's possible decisions on dividend payment separately and will simultaneously confirm the applicable dividend record and payment dates. Dividends paid on the basis of the authorization will be paid to shareholders who on the record date of the dividend payment are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd.
Remuneration Policy
The AGM decided to support the Konecranes Remuneration Policy, covering the principles for remuneration of the members of the Board of Directors, President & CEO and Deputy CEO. The resolution by the AGM on the policy is advisory.
Remuneration of the members of the Board of Directors
The AGM confirmed that the amount of annual remuneration payable to the members of the Board other than the employee representative be unchanged as follows: the remuneration to the Chairman of the Board is EUR 140,000, the remuneration to the Vice Chairman of the Board is EUR 100,000 in the event that a Vice Chairman is elected by the Board, and the remuneration to the other Board members is EUR 70,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2021, he or she is entitled to the prorated amount of the annual remuneration calculated on the basis of his or her actual term in office.
The AGM furthermore approved that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the Board members at a price determined in public trading. The remuneration shares will be purchased in accordance with a trading plan prepared by the Company. The Company will pay the transaction costs and transfer tax in connection with the purchase or transfer of remuneration shares. In case the remuneration cannot be paid in shares due to legal or other regulatory restrictions or due to other reasons related to the Company or a Board member, the annual remuneration will be paid fully in cash.
The AGM furthermore approved that the Chairmen of the Audit Committee and the Human Resources Committee are entitled to a compensation of EUR 3,000 and the other Board members are entitled to a compensation of EUR 1,500 per each attended committee meeting.
No remuneration will be paid to Board members employed by the Company, in accordance with the agreement on employee representation between Konecranes and its employees.
Travel expenses for all Board members, including the employee Board member, will be compensated against receipt.
Composition of the Board of Directors
The AGM approved the proposal of the Shareholders’ Nomination Board that the number of members of the Board of Directors shall be seven (7). The current Board members Ms. Janina Kugel, Mr. Ulf Liljedahl, Mr. Per Vegard Nerseth, Ms. Päivi Rekonen and Mr. Christoph Vitzthum were re-elected for a term of office ending at the closing of the Annual General Meeting in 2021. Mr. Niko Mokkila and Mr. Janne Martin were elected as new members of the Board of Directors for the same term of office. Mr. Janne Martin was selected among the employees of Konecranes. As proposed by the Nomination Board, he was elected as a full member of the Board in accordance with the agreement on employee representation between Konecranes and its employees.
Election of auditor and their remuneration
The AGM decided to re-elect Ernst & Young Oy as the Company’s auditor for the year ending on 31 December 2020. Ernst & Young Oy has informed the Company that APA Kristina Sandin is going to act as the auditor with the principal responsibility. The remuneration for the auditor will be paid according to an invoice approved by the Company.
Amendment to the Articles of Association
The AGM approved that § 4 of the Articles of Association of the Company be amended to read as follows:
§ 4 Board of directors and term of office
The Company has a board of directors consisting of no less than five (5) and no more than ten (10) director members.
The term of office of the members of the board of directors expires at the end of the first annual general meeting of shareholders following the election.
The managing director may be a member of the board of directors, but he/she cannot be elected to be chairman of the board of directors.
As a result of the amendment, the Chairman and, if deemed necessary, the Vice Chairman of the Board of Directors may in the future be elected by the General Meeting.
Amendment of the Charter of the Shareholders’ Nomination Board
The AGM approved that the Charter of the Shareholders' Nomination Board be amended as follows:
§3 Duties of the Nomination Board and remuneration
New section 3 c. was added as follows, and the numbering of sections 3 c-e was changed correspondingly to 3 d-f:
c. the Nomination Board may also prepare and present to the Annual General Meeting, and if necessary, to an Extraordinary General Meeting, a proposal for the Chairman of the Board and, if deemed necessary, the Vice Chairman of the Board.
§ 6.1 Preparation of the proposal
The first paragraph of section 6.1 of the Charter was amended to read as follows:
The Nomination Board shall prepare a proposal to be presented to the General Meeting concerning the composition of the Board of Directors, including the possible employee representative selected in accordance with section 6.2 below. The Nomination Board may also prepare a proposal to the General Meeting regarding the Chairman of the Board of Directors and, if needed, Vice Chairman of the Board of Directors. Any shareholder of the Company may also make proposals directly to the General Meeting in accordance with the Finnish Companies Act.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The AGM authorized the Board of Directors 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 number 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 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 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 11 December 2021.
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 AGM authorized the Board of Directors 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 number 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 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 1,350,000 shares in total together with the authorization in the next item.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 11 December 2021. However, the authorization for incentive arrangements is valid until 11 June 2025. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2019.
Authorizing the Board of Directors to decide on the transfer of the Company’s own shares
The AGM authorized the Board of Directors 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 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 1,350,000 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 11 December 2021. However, the authorization for incentive arrangements is valid until 11 June 2025. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2019.
Authorizing the Board of Directors to decide on a directed share issue without payment for an employee share savings plan
The AGM authorized the Board of Directors 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 General Meeting authorized 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 Share Savings 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 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 is entitled to decide on other matters concerning the share issue. The authorization concerning the share issue is valid until 11 June 2025. This authorization is in addition to the authorizations in the previous items above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2019.
Authorizing the Board of Directors to decide on donations
The AGM authorized 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.
Minutes of the Meeting
The minutes of the AGM will be available on the Company’s website www.konecranes.com/agm-2020 as from 25 June 2020 at the latest.
KONECRANES PLC
Kiira Fröberg, Investor Relations
FURTHER INFORMATION
Kiira Fröberg, 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 2019, Group sales totaled EUR 3.33 billion. Including MHE-Demag, the Group has around 18,000 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
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