KONECRANES PLC STOCK EXCHANGE RELEASE 30 MARCH 2021 at 12:15 EEST
RESOLUTIONS OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of Konecranes Plc ("Konecranes" or the "Company") was held today, on Tuesday 30 March 2021 at 10.00 am at the Company’s address at Keilaranta 13 A, 02150 Espoo, Finland.
In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting was held without shareholders’ and their proxy representatives’ presence at the meeting venue.
The meeting approved the Company's annual accounts for the fiscal year 2020, discharged the members of the Board of Directors and the persons who had served as 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 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.
Authorizing 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 had 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.
The AGM approved the Board's proposal and authorized 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 is 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.
Remuneration Report
The AGM decided to approve the Konecranes Remuneration Report covering the remuneration of the members of the Board of Directors, President & CEO and Deputy CEO in 2020. The resolution by the Annual General Meeting on the Remuneration report is advisory.
Remuneration of the members of the Board of Directors
The AGM confirmed 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 AGM furthermore approved 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.
The AGM furthermore approved that the Chairmen of the Audit Committee and the Human Resources Committee are entitled to a compensation of EUR 3,000 and the other Board members are entitled to 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.
Composition of the Board of Directors
The AGM approved the proposal of the Company’s shareholders HC Holding Oy Ab, Solidium Oy and Ilmarinen Mutual Pension Insurance Company, that the number of members of the Board of Directors shall be seven (7).
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 were re-elected for a term of office ending at the closing of the Annual General Meeting in 2022, and Christoph Vitzthum was elected as Chairman of the Board of Directors.
Election of auditor and their remuneration
The AGM decided to re-elect Ernst & Young Oy 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 will 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 shares and/or on the acceptance as pledge of the Company's own shares as follows.
The number 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.
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 AGM authorized the Board of Directors 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 the next item.
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.
Authorizing the Board of Directors to decide on the transfer of the Company’s own shares
The AGM 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 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 the previous item.
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.
Authorizing the Board of Directors to decide on a directed share issue without payment for an employee share savings plan
The AGM authorized the Board of Directors 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 AGM authorized the Board of Directors 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 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 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 the previous items above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2020.
Authorizing the Board of Directors to decide on donations
The AGM authorized 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 is in force until the closing of the next Annual General Meeting.
Minutes of the Meeting
The minutes of the AGM will be available on the Company's website www.konecranes.com/agm2021 as from 13 April 2021 at the latest.
KONECRANES PLC
Kiira Fröberg,
Vice President, Investor Relations
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).
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Nasdaq Helsinki
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www.konecranes.com
