Resolutions of Konecranes Plc’s Annual General Meeting of shareholders
KONECRANES PLC STOCK EXCHANGE RELEASE March 29, 2023 at 12:15 pm EEST
Resolutions of Konecranes Plc’s Annual General Meeting of shareholders
The Annual General Meeting of Konecranes Plc ("Konecranes" or the "Company") was held today, Wednesday March 29, 2023 at 10.00 a.m. EEST at Hyvinkääsali (address: Kauppatori 1, FI-05800 Hyvinkää, Finland).
The meeting approved the Company's annual accounts for the fiscal year 2022, discharged the members of the Board of Directors and the CEO from liability, and approved all proposals made by the Board of Directors and its committees to the AGM.
Distribution of dividend
The AGM approved the Board's proposal that a dividend of EUR 1.25 per share be distributed from the distributable assets of the parent company. The dividend shall be paid to shareholders who on the record date of the dividend payment on 31 March 2023 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend shall be paid on 12 April 2023.
Remuneration Report
The AGM approved the Remuneration report. The resolution by the AGM on approval of the Remuneration report is advisory.
Remuneration of the members of the Board of Directors
The AGM approved the Shareholders’ Nomination Board’s proposal that the annual remuneration for the Board of Directors and the meeting fees for the committees and meetings of the Board of Directors remain unchanged, and that the annual remuneration for the Chairman of the Board of Directors and the meeting fee of the Chairman of the Audit Committee are increased. Annual remuneration is paid to the members of the Board of Directors, other than the employee representative, as follows: the remuneration to the Chairman of the Board of Directors is EUR 150,000 (EUR 140,000 in 2022), the remuneration to the Vice Chairman of the Board of Directors is EUR 100,000, and the remuneration to the other members of the Board of Directors is EUR 70,000. In case the term of office of a member of the Board of Directors ends before the closing of the Annual General Meeting in 2024, 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 approved that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the members of the Board of Directors at a price determined in public trading on Nasdaq Helsinki. The purchase of shares shall be carried out in four equal instalments; each instalment being purchased within the two-week period beginning on the date following each of the Company’s interim report announcements and the Company’s financial statements bulletin for 2023. The Company will pay the transaction costs and transfer tax in connection with the purchase 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 member of the Board of Directors, the annual remuneration will be paid fully in cash.
The AGM approved that members of the Board of Directors are eligible for a meeting fee of EUR 1,000 for each meeting that they attend. For meetings of the committees of the Board of Directors, the Chairman of the Audit Committee is paid a meeting fee of EUR 5,000 (EUR 3,000 in 2022), the Chairman of the Human Resources Committee is paid a meeting fee of EUR 3,000, and the other committee members are paid a meeting fee of EUR 1,500 per each attended committee meeting.
No remuneration will be paid to members of the Board of Directors employed by the Company, in accordance with the agreement on employee representation between Konecranes and its employees.
Travel expenses for all members of the Board of Directors, including the employee member of the Board of Directors, will be compensated against receipt.
Composition of the Board of Directors
The AGM approved the Shareholders’ Nomination Board’s proposal that the number of members of the Board of Directors shall be nine (9).
The current Board members Pauli Anttila, Pasi Laine, Ulf Liljedahl, Niko Mokkila, Sami Piittisjärvi, Päivi Rekonen, Helene Svahn and Christoph Vitzthum were re-elected for a term of office ending at the closing of the Annual General Meeting in 2024, and Gun Nilsson was elected as a new member of the Board of Directors for the same term of office. Christoph Vitzthum was elected as Chairman of the Board of Directors and Pasi Laine was elected as Vice Chairman of the Board of Directors.
Sami Piittisjärvi was proposed from candidates put forward by the employees of Konecranes in accordance with the agreement on employee representation between Konecranes and its employees.
Election of auditor and their remuneration
The AGM approved the Board's proposal that Ernst & Young Oy be re-elected as the Company’s auditor for a term of office expiring at the closing of the Annual General Meeting following the election. Ernst & Young Oy has informed the Company that APA Toni Halonen will act as the auditor with the principal responsibility.
The remuneration for the auditor will be paid according to an invoice approved by the Company.
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 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 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 the members of the Board of Directors, 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 closing of the next Annual General Meeting, however no longer than until 28 September 2024.
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 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 (624/2006, as amended) 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 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 next item.
The authorization is effective until the closing of the next Annual General Meeting, however no longer than until 28 September 2024. However, the authorization for incentive arrangements is effective until 28 March 2028. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2022.
Authorizing the Board of Directors to decide on the transfer of the Company’s own shares
The AGM authorized the Board 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 Finnish 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 closing of the next Annual General Meeting, however no longer than until 28 September 2024. However, the authorization for incentive arrangements is effective until 28 March 2028. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2022.
Authorizing the Board of Directors to decide on a directed issuance of shares without payment for an employee share savings plan
The AGM authorized the Board 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 AGM authorized 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 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 issuance of shares. The authorization concerning the issuance of shares is effective until 28 March 2028. This authorization is effective 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 2022.
Authorizing the Board of Directors to decide on donations
The AGM authorized the Board to decide on donations in the aggregate maximum amount of EUR 400,000 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 effective until the closing of the next Annual General Meeting.
Minutes of the meeting
The minutes of the meeting will be available on Konecranes’ website at www.konecranes.com/agm2023 as of April 12, 2023 at the latest.
KONECRANES PLC
Kiira Fröberg,
Vice President, Investor Relations
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 2022, Group sales totaled EUR 3.4 billion. The Group has approximately 16,500 employees in around 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
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Nasdaq Helsinki
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www.konecranes.com