The Annual General Meeting of Konecranes Plc was held today, on Thursday March 23, 2017 at 10.00 a.m. in Hyvinkää, Finland. The meeting approved the Company’s annual accounts for the fiscal year 2016, discharged the members of the Board of Directors and CEO from liability, and approved all proposals made by the Board of Directors and its committees to the AGM.
Payment of dividend
The AGM approved the Board’s proposal that a dividend of EUR 1.05 per share is paid from the distributable assets of the parent Company. Dividend will be paid to shareholders who on the record date of the dividend payment March 27, 2017 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on April 4, 2017.
Remuneration of the members of the Board of Directors
The AGM confirmed the annual remuneration payable to the members of the Board for the term until the closing of the Annual General Meeting in 2018 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 2018, 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 furthermore approved 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. In case the shares cannot be purchased or transferred 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. No remuneration will be paid to Board members employed by the Company. Travel expenses will be compensated against receipt.
Composition of the Board of Directors
The AGM approved the proposal of the Nomination and Compensation Committee that the number of members of the Board of Directors is eight (8). Mr. Ole Johansson, Ms. Janina Kugel, Mr. Bertel Langenskiöld, Mr. Ulf Liljedahl, Ms. Malin Persson and Mr. Christoph Vitzthum were re-elected for a term of office ending at the closing of the Annual General Meeting in 2018.
Under § 5 of the Company's Articles of Association, Terex Corporation currently has the right to appoint two members to the Company's Board of Directors upon written notice to the Company. Terex Corporation has appointed Mr. David A. Sachs and Mr. Oren G. Shaffer to the Board of Directors.
Election of auditor and their remuneration
The AGM confirmed that Ernst & Young Oy continues as the Company’s auditor for the year ending on 31 December 2017. Ernst & Young Oy has informed the Company that APA Kristina Sandin is going to 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 of Directors to decide on the repurchase of the Company’s own A or B shares and/or on the acceptance as pledge of the Company’s own A or B shares.
The amount of own shares to be repurchased and/or accepted as pledge based on this authorization shall not exceed 6,000,000 shares in total, which corresponds to approximately 7.2 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, and also otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 22 September 2018.
Authorizing the Board of Directors to decide on the issuance of A shares as well as on the issuance of special rights entitling to A shares
The AGM authorized the Board of Directors to decide on the issuance of A shares as well as the issuance of special rights entitling to A shares referred to in chapter 10 section 1 of the Finnish Companies Act.
The amount of A shares to be issued based on this authorization shall not exceed 6,000,000 shares, which corresponds to approximately 7.2 per cent of all the shares in the Company and 9.5 per cent of all the A shares in the Company. 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 1,000,000 A shares in total together with the authorization in the next item.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 22 September 2018. However, the authorization for incentive arrangements is valid until 22 March 2022. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting in 2016.
Authorizing the Board of Directors to decide on the transfer of the Company’s own A shares
The AGM authorized the Board of Directors to decide on the transfer of the Company’s own A shares.
The authorization is limited to a maximum of 6,000,000 A shares, which corresponds to approximately 7.2 per cent of all the shares in the Company and 9.5 per cent of all the A shares in the Company. 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 A shares, referred to in Chapter 10 of the Companies Act.
The authorization can also be used for incentive arrangements, however, not more than 1,000,000 A shares in total together with the authorization in the previous item.
This authorization is effective until the next Annual General Meeting of Shareholders, however no longer than until 22 September 2018. However, the authorization for incentive arrangements is valid until 22 March 2022. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting in 2016.
Authorizing the Board of Directors to decide on directed issuance of A shares without payment for an employee share savings plan
The AGM authorized the Board of Directors to decide on a directed issuance of A shares without payment needed for the continuation of the Share Savings Plan that the Annual General Meeting 2012 decided to launch.
The Board of Directors is authorized to decide on the issuance of new A shares or on the transfer of own A shares held by the Company to such participants of the Plan who, according to the terms and conditions of the Plan, are entitled to receive free shares, as well as to decide on the issuance of A shares without payment also to the Company itself. The authorization includes a right, within the scope of this Plan, to transfer own A shares currently held by the Company, which have earlier been limited to purposes other than incentive plans. The number of new A shares to be issued or own A 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 the shares in the Company and 0.8 per cent of all the A shares in the Company.
The authorization is valid until 22 March 2022. This authorization is in addition to the authorizations in previous items. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting in 2016.
Authorizing the Board of Directors to decide on donations
The AGM authorized the Board of Directors to decide on donations of up to EUR 200,000 to Aalto University and up to EUR 50,000 to Åbo Akademi University in one or several instalments. The Board of Directors is entitled to decide on designating all or part of the donations to specific study fields and any other matters concerning the donations. The authorization is effective until the end of the Annual General Meeting in 2018.
Minutes of the Meeting
The minutes of the AGM will be available on the Company’s website www.konecranes.com/agm2017 as from April 6, 2017 at the latest.
KONECRANES PLC
Miikka Kinnunen
Vice President, Investor Relations
FURTHER INFORMATION
Mr. Miikka Kinnunen, 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. The Group has 18,000 employees at 600 locations in 50 countries. Konecranes class A share is listed on Nasdaq Helsinki (symbol: KCR).
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Nasdaq Helsinki
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www.konecranes.com
