KONECRANES PLC STOCK EXCHANGE RELEASE February 25, 2020 at 9:30 am EET
Konecranes Plc’s Board of Directors convenes Annual General Meeting 2020
Notice to the General Meeting
Notice is given to the shareholders of Konecranes Plc to the Annual General Meeting to be held on Thursday 26 March 2020 at 10.00 a.m. at Hyvinkääsali (address: Kauppatori 1, 05800 Hyvinkää, Finland). Reception of persons registered for the meeting and distribution of voting tickets will commence at 9.15 a.m.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2019
Review by the President & CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR 1.20 per share be paid from the distributable assets of the parent Company. The dividend shall be paid in two installments.
The first installment of EUR 0.60 per share will be paid to shareholders who on the record date of the dividend payment 30 March 2020 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The first installment shall be paid on 7 April 2020.
The second installment of EUR 0.60 per share will be paid to shareholders who on the record date of the dividend payment 29 September 2020 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The second installment shall be paid on 7 October 2020.
The Board of Directors is authorized to set a new dividend record date and payment date for the second installment of the dividend in case the rules and regulations of the Finnish book-entry system would be changed, or otherwise so require, prior to the payment of the second installment of the dividend.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Presentation of the Remuneration Policy
Presentation of the Konecranes Remuneration Policy covering the principles for remuneration of the members of the Board of Directors, President & CEO and Deputy CEO and the AGM’s advisory approval on the policy.
The policy is available on the Company’s website www.konecranes.com/agm2020 and is attached to this notice.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting 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 Nomination Board proposes 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.
In addition, the Chairmen of the Audit Committee and the Human Resources Committee are proposed to be paid a compensation of EUR 3,000 and the other Board members are proposed to be paid 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.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the number of members of the Board of Directors shall be seven (7).
13. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes that of the current Board members Ms. Janina Kugel, Mr. Ulf Liljedahl, Mr. Per Vegard Nerseth, Ms. Päivi Rekonen and Mr. Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2021, and that Mr. Niko Mokkila and Mr. Janne Martin be elected as new members of the Board of Directors for the same term of office. Mr. Janne Martin has been selected among the employees of Konecranes and is proposed by the Nomination Board to be elected as a full member of the Board in accordance with the agreement on employee representation between Konecranes and its employees.
Mr. Ole Johansson, Mr. Bertel Langenskiöld and Mr. Anders Nielsen of the current members of the Board of Directors have informed the Nomination Board that they are not available to be elected as Board members in the Annual General Meeting.
The Nomination Board recommends that if the above mentioned candidates are elected Board members by the General Meeting, Mr. Christoph Vitzthum would be elected Chairman of the Board of Directors.
All candidates and the evaluation regarding their independence are presented on the Company’s website www.konecranes.com/agm2020. All candidates have given their consent to the election.
All candidates with the exception of Janne Martin are deemed to be independent of the Company and all candidates with the exception of Niko Mokkila are deemed to be independent of the Company's significant shareholders. Janne Martin is deemed not to be independent of the Company due to his current position as an employee of Konecranes and Niko Mokkila is deemed not to be independent of a significant shareholder of the Company based on his current position as Managing Director at Hartwall Capital Oy Ab.
14. Resolution on the remuneration of the auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the remuneration for the auditor be paid according to an invoice approved by the Company.
15. Election of auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy be re-elected 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.
16. Amendment to the Articles of Association
The Board of Directors proposes to the General Meeting 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.
17. Amendment of the Charter of the Shareholders’ Nomination Board
The Board of Directors proposes to the General Meeting that the Charter of the Shareholders' Nomination Board be amended as follows:
§3 Duties of the Nomination Board and remuneration
New section 3 c. would be added as follows, and the numbering of current sections 3 c-e would be 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 would be 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.
The charter in the proposed amended form is available in its entirety at the Company’s website www.konecranes.com/agm2020 and is attached to this notice.
18. 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 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 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 26 September 2021.
19. 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 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 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 item 20.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 26 September 2021. However, the authorization for incentive arrangements is valid until 26 March 2025. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2019.
20. Authorizing the Board of Directors to decide on the transfer of the Company’s own shares
The Board of Directors proposes to the 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 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 item 19.
This authorization is effective until the next Annual General Meeting of Shareholders, however no longer than until 26 September 2021. However, the authorization for incentive arrangements is valid until 26 March 2025. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2019.
21. Authorizing the Board of Directors to decide on a directed share issue without payment for an employee share savings plan
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized 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 Board of Directors proposes that the General Meeting authorize 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 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 share issue 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 Group personnel.
The Board of Directors is entitled to decide on other matters concerning the share issue. The authorization concerning the share issue is valid until 26 March 2025. This authorization is in addition to the authorizations in items 19 and 20 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2019.
22. Authorizing the Board of Directors to decide on donations
The Board of Directors proposes that the 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.
23. Closing of the meeting
B. Documents of the General Meeting
The proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Konecranes Plc’s website at www.konecranes.com/agm2020. The annual report, the report of the Board of Directors, and the Auditor’s report as well as the remuneration policy of Konecranes Plc are available on the above-mentioned website no later than 5 March 2020. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 9 April 2020 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on Monday 16 March 2020 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than on Monday 23 March 2020 at 4.00 p.m. by giving a prior notice of participation, which shall be received by the Company no later than at the above-mentioned time. Such notice can be given:
a) on the Company’s website: www.konecranes.com/agm2020;
b) by e-mail: [email protected];
c) by telephone: +358 20 427 2087 (from abroad) or 020 427 2087 (from Finland) from Monday to Friday 8 a.m. – 4 p.m.; or
d) by regular mail to: Konecranes Plc, Laura Kiiski, P.O. Box 661, FI-05801 Hyvinkää, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, phone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Konecranes Plc is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on 16 March 2020, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 23 March 2020 by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.
Further information on these matters can also be found on the Company’s website www.konecranes.com/agm2020.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to Konecranes Plc, Laura Kiiski, P.O. Box 661, FI-05801 Hyvinkää, Finland, before the last date for registration.
4. Other information
The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available on the Company's website www.konecranes.com/agm2020. Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the General Meeting, 25 February 2020, the total number of shares in Konecranes Plc is 79,221,906 shares. The total number of votes is 79,221,906 votes. The Company together with its subsidiaries holds 379,980 treasury shares, in respect of which voting rights cannot be used at the General Meeting.
Changes in shareholdings after the record date of the General Meeting, Monday 16 March 2020, do not affect the right to participate in the General Meeting or the shareholder's voting rights at the General Meeting.
In Hyvinkää, 25 February 2020
KONECRANES PLC
THE BOARD OF DIRECTORS
FURTHER INFORMATION
Eero Tuulos, Vice President, Investor Relations, Konecranes Plc,
tel. +358 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 million. Including MHE-Demag, the Group has around 18,000 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com
