Notice to the General Meeting
Notice is given to the shareholders of Konecranes Plc to the Annual General Meeting to be held on Tuesday 27 March 2018 at 10.00 a.m. at Hyvinkääsali (address: Jussinkuja 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 2017
- Review by the 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 will be paid to shareholders who on the record date of the dividend payment 29 March 2018 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 10 April 2018.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members 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.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General Meeting that the number of members of the Board of Directors shall be eight (8).
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that 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, and that Mr. Anders Nielsen, Ms. Päivi Rekonen and Mr. Per Vegard Nerseth be elected new Board members for the same term of office. Of the current Board members Ms. Malin Persson has informed the Company that she is not available for re-election. All candidates and the evaluation regarding their independence have been presented on the Company’s website www.konecranes.com. All candidates have given their consent to the election.
Would the Board members be elected as proposed, their intention is to elect Christoph Vitzthum Chairman and Ole Johansson Vice Chairman.
13. 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.
14. 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 2018. Ernst & Young Oy has informed the Company that APA Kristina Sandin is going to act as the auditor with the principal responsibility.
15. Amendment to the Articles of Association
The Board of Directors proposes to the General Meeting that the Articles of Association of the Company be amended in their entirety to read as set forth in Annex 1.
The amendments concern the removal of all provisions regarding class B shares, Terex Corporation, and the Company's liability for breaches of the Articles of Association, which were included in the Articles of Association in 2016 in connection with the acquisition of Terex Corporation's Material Handling & Port Solutions business, as well as a minor technical change to the wording of the arbitration clause in section 11 of the proposed new Articles of Association.
The reason for the proposed changes is that all class B shares in the Company have been converted to class A shares, and Terex Corporation is no longer a shareholder in the Company.
16. 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 2019.
17. 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 1,000,000 shares in total together with the authorization in item 18.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 26 September 2019. However, the authorization for incentive arrangements is valid until 26 March 2023. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2017.
18. 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 1,000,000 shares in total together with the authorization in item 17.
This authorization is effective until the next Annual General Meeting of Shareholders, however no longer than until 26 September 2019. However, the authorization for incentive arrangements is valid until 26 March 2023. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2017.
19. 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 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 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 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 2023. This authorization is in addition to the authorizations in items 17 and 18 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2017.
20. 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/agm2018. The annual report, the report of the Board of Directors, and the Auditor’s report of Konecranes Plc are available on the above-mentioned website no later than 6 March 2018. 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 10 April 2018 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 15 March 2018 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 Thursday 22 March 2018 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/agm2018;
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, address, telephone 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 15 March 2018, 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 22 March 2018 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/agm2018.
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
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, 8 February 2018, the total number of A shares in Konecranes Plc is 78,921,906 shares and there are no B shares. The total number of votes is 78,921,906 votes. The Company together with its subsidiaries holds 165,761 treasury shares, in respect of which voting rights cannot be used at the General Meeting.
In Hyvinkää, 8 February, 2018
Konecranes Plc
THE BOARD OF DIRECTORS
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. In 2017, Group sales totaled EUR 3,136 million. The Group has 16,400 employees at 600 locations in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com
ANNEX 1
§ 1 Business name and domicile of the company
The company's business name is Konecranes Abp.
In Finnish, the company's business name is Konecranes Oyj, and in English it is Konecranes Plc.
The company's domicile is Hyvinkää.
§ 2 The company's branch of industry
The company's branch of industry is to carry on purchasing, sales, imports, exports, planning, manufacture and repairs of equipment for materials handling and to let on lease and rent such equipment, and to provide consulting, research, product development and marketing services. The company's branch of industry is also to carry on factory maintenance and maintenance services. For its branch of industry the company may own and rent real estate and own securities and carry on trade in securities and in real estate. The business can be carried on directly in the company, in subsidiary and affiliated companies and in joint ventures. In its capacity as parent company, the company may attend to administration of the group, consolidated financing, marketing and other consolidated duties and it may own immaterial rights and carry on licensing of these.
§ 3 Book-entry securities system
The company's shares belong to the book-entry securities system.
§ 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 board of directors elects a chairman from among its members for the term of office. 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.
§ 5 Managing director and his/her deputy
The company has a managing director elected by the board of directors. The board of directors may elect a deputy for the managing director and may elect vice managing directors.
§ 6 Representation of the company
The company is represented by the board of directors in full or by the managing director.
The board of directors decides on any granting of proxies, so that the proxy-holder together with another proxy-holder has the right to represent the company.
§ 7 Accounting period
The company's accounting period begins on 1 January and ends on 31 December.
§ 8 Auditor
The company has at least one (1) regular APA auditor and one (1) deputy auditor, or alternatively at least one (1) auditing corporation, with a APA auditor as the responsible auditor. The auditors are elected to their office for a term expiring at the end of the annual general meeting of shareholders following the election.
§ 9 Notice convening the general meeting of shareholders
The board of directors shall convene the general meeting of shareholders by publishing a notice on the company's Internet pages or in one or more national dailies chosen by the board of directors or by sending a written notice to the shareholders by mail no more than three (3) months before the closing date for entries mentioned in the notice and no less than three (3) weeks before the general meeting of shareholders. However, the notice shall be issued no less than nine (9) days before the record date of the meeting.
To be allowed to take part in the general meeting of shareholders, the shareholder shall report to the company in the manner and within the time stated in the notice. The closing date for entries, which may be no more than ten (10) days before the general meeting of shareholders in question, must not be a Saturday, Sunday or any other holiday.
The general meeting of shareholders may be held either at the company's domicile or in Helsinki, Espoo or Vantaa.
§ 10 Annual general meeting of shareholders
The annual general meeting of shareholders is to be held each year within six (6) months after the end of the accounting period on a day determined by the board of directors.
At the annual general meeting of shareholders, the following are presented:
1. the financial statements and the consolidated financial statements;
2. the auditor’s report;
the following decisions are taken:
3. on confirmation of the financial statements and of the consolidated financial statements;
4. on how to use the profit or other unrestricted equity shown by the balance sheet;
5. on discharge from liability of the members of the board of directors and the managing director;
6. on the emoluments for members of the board of directors and on the grounds for compensation of their travelling expenses;
7. on confirmation of the remuneration for auditors;
8. on confirmation of the number of members on the board of directors and, when required, of their term of office and, when required, the number of auditors;
the following are elected:
9. the members of the board of directors;
10. the auditor or auditors and a deputy auditor, if any;
the following issues are dealt with:
11. other issues mentioned in the notice convening the meeting.
§ 11 Settlement of disputes
Any disputes between the company, the shareholders, the board of directors or its member, the managing director and/or an auditor shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The arbitration proceedings are to be held in Finnish or in Swedish, if no party demands that the arbitration proceedings are to be held in English.
