KONECRANES PLC STOCK EXCHANGE RELEASE 1 MARCH 2021 at 09:00 EET
NOTICE TO THE ANNUAL GENERAL MEETING OF KONECRANES PLC
Notice is given to the shareholders of Konecranes Plc (“Konecranes” or the “Company”) to the Annual General Meeting to be held on Tuesday 30 March 2021 at 10.00 am at the Company’s address at Keilaranta 13 A, 02150 Espoo, Finland. The shareholders of the Company and their proxy representatives may participate in the meeting and exercise their shareholder rights only by voting in advance, by making counterproposals in advance and asking questions in advance in accordance with the instructions given in this notice and otherwise by the Company. It is not possible to participate in the Annual General Meeting at the meeting venue.
The Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act 677/2020 that came into force on 3 October 2020. In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. This is necessary in order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company as well as to organize the Annual General Meeting in a predictable way allowing equal means for shareholders to participate while also ensuring compliance with the current restrictions set by the authorities. For these reasons, shareholders and their proxy representatives can participate in the Annual General Meeting and use shareholder rights only by voting in advance and by asking questions in advance. Further instructions can be found in part C of this Notice (“Instructions for the participants in the Annual General Meeting”).
Shareholders, who have registered for the Annual General Meeting, will be able to follow the meeting and the President and CEO’s presentation via a live video stream. Further instructions can be found in part C of this Notice (“Instructions for the participants in the Annual General Meeting”). Shareholders following the meeting in this manner are not considered as participants in the meeting and will thus not be able to ask questions or participate in any vote during the meeting, among other things. The President & CEO’s presentation is not part of the Annual General Meeting. The Chairman of the Board of Directors and President and CEO will attend the meeting at the meeting venue but other management will not attend the meeting.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-law Stefan Wikman shall act as the Chairman of the meeting. If due to weighty reasons Stefan Wikman is not able to act as Chairman, the Board of Directors shall appoint another person it deems most suitable to act as Chairman.
3. Election of a person to scrutinize the minutes and to supervise the counting of votes
The Company’s General Counsel Sirpa Poitsalo shall scrutinize the minutes and supervise the counting of the votes. In case Sirpa Poitsalo would not be able to act as the person to scrutinize the minutes and to supervise the counting of the votes due to weighty reasons, the Board of Directors shall appoint another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance during the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have been represented at the meeting. The list of votes will be adopted according to the information provided by Innovatics Oy and Euroclear Finland Oy.
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2020
As participation in the Annual General Meeting is possible only in advance, the annual report, which includes the Company’s Annual Accounts, the review by the Board of Directors and the auditor’s report is deemed to have been presented to the Annual General Meeting. The document will be available on the Company’s website www.konecranes.com/agm2021 on 5 March at the latest.
7. Adoption of the annual accounts
The Board of Directors proposes that the Annual General Meeting adopts the annual accounts. The Auditor of the Company has supported the 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 Annual General Meeting that a dividend of EUR 0.88 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 1 April 2021 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 13 April 2021.
9. Resolution to authorize the Board of Directors to resolve upon an extra distribution of funds
On 1 October 2020, the Company and Cargotec Corporation (“Cargotec”) announced that their respective Boards of Directors have signed a combination agreement (the “Combination Agreement”) and a merger plan to combine the two companies through a merger (the “Merger”). The Merger was approved by the Extraordinary General Meetings of the respective companies on 18 December 2020.
The Board of Directors of the Company and Cargotec have in the Combination Agreement agreed that the Company may, in addition to the ordinary distribution set out in Section 8 above, propose that its Board of Directors would be authorized to resolve upon an extra distribution of funds in the total amount of approximately EUR 158 million, corresponding to EUR 2.00 per share, to the Company’s shareholders before the Merger is completed.
Hence, the Company’s Board of Directors proposes to the Annual General Meeting that the Annual General Meeting:
Authorizes the Board of Directors to resolve, before the completion of the Merger, on an extra distribution of funds to be paid either from the Company’s reserve for invested unrestricted equity as a return of equity or from its retained earnings as a dividend or as a combination of both so that the total maximum amount of funds to be distributed under the authorization would amount to EUR 158,268,918 corresponding to EUR 2.00 per share.
The authorization would be in force until the opening of the following Annual General Meeting of the Company.
The Company will separately publish its Board of Directors’ resolution to distribute funds based on the authorization and will simultaneously confirm the applicable record and payment dates. Funds paid on the basis of the authorization will be paid to shareholders who are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the payment.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2020
11. Presentation of the Remuneration Report
As participation in the Annual General Meeting is possible only in advance, the Konecranes Remuneration Report covering the remuneration of the members of the Board of Directors, President & CEO and Deputy CEO in 2020, which will be published through a stock exchange release on 5 March 2021 at the latest, is deemed to have been presented to the Annual General Meeting. The resolution by the Annual General Meeting on approval of the Remuneration report is advisory.
The Remuneration Report will also be available on the Company’s website www.konecranes.com/agm2021 on 5 March 2021 at the latest.
12. 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 2022, 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 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 2021. 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 Board member, the annual remuneration will be paid fully in cash. In the event that the proposed merger of Konecranes and Cargotec is completed, any remaining unpaid remuneration will be paid in cash prorated on the basis of the Board of Directors’ actual term in office.
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.
13. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board of the Company has informed the Board of Directors that the Nomination Board did not reach a unanimous proposal regarding the number or election of members of the Board of Directors and that the Nomination Board will therefore not make a proposal on those matters.
The Company’s shareholders HC Holding Oy Ab, Solidium Oy and Ilmarinen Mutual Pension Insurance Company, representing in the aggregate approximately 21.48 per cent of all the shares and votes in the Company, have notified the Board of Directors of Konecranes that they propose to the Annual General Meeting that the number of members of the Board of Directors shall be seven (7).
14. Election of members of the Board of Directors
The Company’s shareholders HC Holding Oy Ab, Solidium Oy and Ilmarinen Mutual Pension Insurance Company, representing in the aggregate approximately 21.48 per cent of all the shares and votes in the Company, have notified the Board of Directors that they propose to the Annual General Meeting that the current Board members Ms. Janina Kugel, Mr. Ulf Liljedahl, Mr. Janne Martin, Mr. Niko Mokkila 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 2022, and that Christoph Vitzthum be elected as Chairman of the Board of Directors.
All candidates and the evaluation regarding their independence are presented on the Company’s website investors.konecranes.com. 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.
15. Resolution on the remuneration of the auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration for the auditor be paid according to an invoice approved by the Company.
16. Election of auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy be re-elected as the Company’s auditor for a term expiring at the end of the Annual General Meeting following the election. Ernst & Young Oy has informed the Company that APA Toni Halonen is going to act as the auditor with the principal responsibility.
17. 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 Annual 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 30 September 2022.
18. 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 Annual 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 19.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 September 2022. However, the authorization for incentive arrangements is valid until 30 March 2026. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2020.
19. Authorizing the Board of Directors to decide on the transfer of the Company’s own shares
The Board of Directors proposes to the Annual 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 18.
This authorization is effective until the end of the next Annual General Meeting of Shareholders, however no longer than until 30 September 2022. However, the authorization for incentive arrangements is valid until 30 March 2026. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2020.
20. 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 Annual 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 Annual 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 shares without payment, 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 30 March 2026. This authorization is in addition to the authorizations in items 18 and 19 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2020.
21. Authorizing the Board of Directors to decide on donations
The Board of Directors proposes that the Annual 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.
22. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Konecranes Plc’s website at www.konecranes.com/agm2021. The annual report, the report of the Board of Directors, and the Auditor’s report as well as the Corporate Governance statement and the remuneration report of Konecranes Plc are available on the above-mentioned website. 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 of 13 April 2021 at the latest.
C. Instructions for the participants in the Annual General Meeting
The shareholders and their proxy representatives can participate in the meeting and use their shareholder rights only by voting in advance, by making counterproposals in advance and asking questions in advance according to the instructions below. Proxy representatives shall also vote in advance in the manner described below.
Shareholders, who have registered for the Annual General Meeting, will be able to follow the meeting via a live video stream. Shareholders or proxies following the meeting in this manner are not considered as participants in the meeting. The video connection link and password to follow the meeting remotely will be sent by email and text message to the email address and mobile number given in connection with the registration.
1. Right to participate
Each shareholder, who is registered on 18 March 2021 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual 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. If you do not have a Finnish book-entry account, see section 4. “Holders of Nominee Registered Shares”.
2. Registration and advance voting
Registration for the meeting and advance voting will begin on 9 March 2021 at 12.00 noon EET following the expiration of the deadline for submitting counterproposals to be put to a vote. A shareholder entered in the Company's shareholder register, who wishes to participate in the Annual General Meeting by voting in advance, must register and vote in advance at the latest on 24 March 2021 at 4.00 pm EET, by which time the registration and votes need to be received.
A shareholder, whose shares are registered on his/her Finnish book-entry account can register and vote in advance on certain items on the agenda of the Annual General Meeting from 12.00 noon EET on 9 March 2021 until 4.00 pm EET on 24 March 2021 by the following means:
a) through the Company’s website at www.konecranes.com/agm2021
The Finnish personal identity code or business ID as well as strong identification with Finnish banking codes or mobile ID is needed for electronic registration and advance voting.
b) by mail or email
Alternatively, a shareholder may send the advance voting form available on the Company’s website or corresponding information to Innovatics Oy, AGM/Konecranes Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki by letter or by email to [email protected]. The advance voting form will be available on the Company’s website no later than on 9 March 2021.
If the shareholder participates in the meeting by sending the votes in advance by mail or email to Innovatics Oy prior to the expiry of the registration and advance voting period, this constitutes registration for the Annual General Meeting, provided that the above-mentioned information required for registration is provided.
Instructions relating to the advance voting may also be found on the Company’s website at www.konecranes.com/agm2021. Additional information is also available by telephone at +358 10 2818 909 from Monday to Friday at 9.00-12.00 am and 1.00-4.00 pm EET.
At the time of registration, a shareholder or proxy representative is required to provide the personal information requested. The personal information collected will only be used in connection with the Annual General Meeting and registrations related to it.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. The representation right can also be demonstrated by using the suomi.fi authorization service available in the electronic registration service. When a shareholder participates in the Annual 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 Annual General Meeting.
Proxy and voting instruction templates will be available on the Company’s website www.konecranes.com/agm2021 on 9 March 2021 at the latest following the expiration of the deadline for submitting counterproposals to be put to a vote. Possible proxy documents shall be delivered primarily through email to [email protected] or as originals to the address Konecranes Plc, Laura Kiiski, P.O. Box 661, FI-05801 Hyvinkää, Finland before the end of the registration and advance voting period.
Only delivering proxy documents to the Company does not result in the shareholder’s advance votes being taken into account. The successful registration of the shareholder’s advance votes also requires that the proxy representative votes in advance on behalf of the shareholder in the manner set out in this notice.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 18 March 2021, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual 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 25 March 2021 by 10.00 am EET. As regards nominee registered shares this constitutes due registration for the Annual 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 Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above. The account management organization of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to nominee-registered shares.
Further information on these matters can also be found on the Company’s website www.konecranes.com/agm2021.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the agenda items, to be put to a vote. Such counterproposals are required to be sent to the Company by email to [email protected] no later than by 8 March 2021 at 10.00 am EET, by which time the counterproposals must have been received. In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal will be put to a vote, provided that the shareholder has the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be put to a vote at the meeting, advance votes in favor of the proposal will not be taken into account. The Company will at the latest on 9 March 2021 at 12.00 noon EET publish on its website www.konecranes.com/agm2021 the counterproposals, if any, that may be voted on.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the meeting. Such questions may be delivered by email to [email protected] or by mail to the address Konecranes Plc, Laura Kiiski, PO box 661, FI-05801 Hyvinkää, Finland by no later than 16 March 2021, by which time the questions must have been received. Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that will not be put to a vote will be available on the Company’s website www.konecranes.com/agm2021 on 19 March 2021 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of their shareholding.
The information on the Annual General Meeting required by the Finnish Limited Liability Companies Act and the Securities Market Act will be available on the Company’s website at www.konecranes.com/agm2021.
On the date of this notice to the Annual General Meeting, 1 March 2021, 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 87,447 treasury shares, in respect of which voting rights cannot be used at the Annual General Meeting. The shareholders who have voted in advance and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have been represented at the meeting. The list of votes will be adopted according to the information provided by Innovatics Oy and Euroclear Finland Oy.
Changes in shareholdings after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder's voting rights at the Annual General Meeting.
In Hyvinkää, 1 March 2021
KONECRANES PLC
THE BOARD OF DIRECTORS
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 2020, Group sales totaled EUR 3.2 billion. The Group has around 16,900 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com
