Proposal on Board Composition
Konecranes Plc’s Nomination Committee proposes to the Annual General Meeting of Shareholders on March 27, 2018 that the number of Board members be eight (8).
The Nomination Committee of the Board of Directors proposes that of the current Board members Mr. Ole Johansson, Ms. Janina Kugel, Mr. Bertel Langenskiöld, Mr. Ulf Liljedahl and Mr. Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2019.
Of the current Board members Ms. Malin Persson has announced that she will not be available for re-election.
The Committee proposes that Mr. Anders Nielsen, Ms. Päivi Rekonen and Mr. Per Vegard Nerseth be elected as new members of the Board.
Mr. Anders Nielsen is currently CTO at Volkswagen Truck and Bus. He has a long career in the automotive industry and has also lived in Brazil. Mr. Nielsen has extensive experience in technology and supply chain matters. He is a Board member at Concentric AB. He is a Swedish citizen and has studied Industrial Economy at Linköping Institute of Technology.
M.Soc.Sc., M.Sc(Econ.) Ms. Päivi Rekonen has acted as an independent strategic advisor since 2018. Previously she worked as Managing Director, Group Technology at UBS in Switzerland. She has extensive international experience in digital technologies, IT, consulting and human resources in various companies. She has lived in several countries in Asia and Europe. Päivi Rekonen is a Board member at F-Secure. She is a Finnish citizen.
B.Sc.(Econ.), MBA Mr. Per Vegard Nerseth is currently Group Senior Vice President, Managing Director of Global Business Unit Robotics at ABB in Switzerland. He has held various executive positions at ABB and has solid experience from Asia having worked in China. Mr. Nerseth is a Norwegian citizen.
Would the Board members be elected as proposed, their intention is to elect Christoph Vitzthum Chairman and Ole Johansson Vice Chairman.
All candidates and the evaluation regarding their independence are presented on the company’s website www.konecranes.com. All candidates have given their consent to the election.
All candidates are deemed to be independent of the company and any significant shareholders.
Compensation of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board to be elected at the Annual General Meeting for the term until the closing of the Annual General Meeting in 2019 be unchanged as follows: Chairman of the Board EUR 140,000, Vice Chairman of the Board EUR 100,000, and other Board members EUR 70,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2019, 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 Committee furthermore proposes that 50 per cent of the annual remuneration be paid in Konecranes shares. The remuneration shares may be purchased on the market on behalf of the Board members at a price determined in public trading at the time of acquiring the shares or transferred in a corresponding number of treasury shares. The purchase of shares or transfer of treasury shares shall be carried out in four equal instalments, each instalment being purchased or transferred 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 2018. The company shall pay the transaction costs and transfer tax in connection with the purchase or transfer of remuneration shares.
In case the shares due in any such instalment cannot be purchased or transferred within the time period indicated above due to legal or other regulatory restrictions or due to reasons related to a Board member, the amount of annual remuneration due for payment in such instalment shall be paid fully in cash.
In addition, the Chairman of the Board, the Vice Chairman of the Board, and other Board members are entitled to a compensation of EUR 1,500 per attended Board committee meeting. The Chairman of the Audit Committee of the Board of Directors is, however, entitled to a compensation of EUR 3,000 per attended Audit Committee meeting. Such compensation will be paid in connection with each instalment of the annual remuneration to the extent accrued. Any compensation accruing after the payment of the last instalment of the annual remuneration will be paid, without undue delay, after the end of the term of office of the Board member. No remuneration will be paid to Board members employed by the company. Travel expenses will be compensated against receipt.
KONECRANES PLC
Miikka Kinnunen
Vice President, Investor Relations
FURTHER INFORMATION
Mr. Christoph Vitzthum, Chairman of the Board, call-back requests tel. +358 40 195 5511
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 2016, Group (comparable combined company) sales totaled EUR 3,278 million. The Group has 16,600 employees at 600 locations in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Media
www.konecranes.com
