RESOLUTIONS OF KONECRANES PLC'S EXTRAORDINARY GENERAL MEETING
KONECRANES PLC STOCK EXCHANGE RELEASE August 31, 2009 at 1.30 p.m.
RESOLUTIONS OF KONECRANES PLC'S EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of Konecranes Plc was held today on Monday, 31
August 2009 at 11 a.m. at the Company's auditorium in Hyvinkää, Finland. The
following resolutions were made by the meeting:
Proposal by the board of directors to authorize the board of directors to decide
on the issuance of shares as well as on the issuance of special rights entitling
to shares referred to in chapter 10 section 1 of the Finnish Companies Act:
The EGM authorized the Board of Directors to decide on the issuance of shares as
well as the issuance of special rights entitling to shares as follows:
The amount of shares to be issued based on this authorization shall not exceed
12,000,000 shares, which corresponds to approximately 19.4 % 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 11 September 2010.
Proposal by the board of directors to authorize the board of directors to decide
on the repurchase and/or on the acceptance as pledge of the company's own
shares:
The EGM authorized the Board of Directors to decide on the repurchase 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 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 11 September 2010.
Proposal by the board of directors to authorize the board of directors to decide
on the transfer of the company's own shares:
The EGM 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 6,000,000 shares, which corresponds
to approximately 9.7 % of all of the shares in the Company.
The shares may be transferred in one or several tranches. The Board of Directors
is authorized to resolve upon the terms and conditions of the transfer of the
Company's own shares. The shares may be transferred with deviation from the
shareholders' pre-emptive rights, provided that weighty financial grounds exist
for this. 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 11 September 2010.
Minutes of the Meeting
The minutes of the EGM will be available at the Company's internet pages at
www.konecranes.com/egm2009 as of September 14, 2009 at the latest.
In Hyvinkää, August 31, 2009
Konecranes Plc
The Board of Directors
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 and machine tools of all
makes. In 2008, Group sales totaled EUR 2,103 million. The Group has 9,700
employees, in 485 locations in 43 countries. Konecranes is listed on NASDAQ OMX
Helsinki Ltd (symbol: KCR1V).
KONECRANES PLC
Sanna Päiväniemi
IR Manager
FURTHER INFORMATION
Ms Sirpa Poitsalo, Director, General Counsel, tel. +358 20 427 2011
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Media
www.konecranes.com