KONECRANES PLC STOCK EXCHANGE RELEASE May 13, 2022 at 9:00 am EEST
Konecranes Plc’s Board of Directors convenes the Annual General Meeting 2022
Notice to the Annual General Meeting
Notice is given to the shareholders of Konecranes Plc ("Konecranes" or the "Company") to the Annual General Meeting to be held on Wednesday 15 June 2022 at 10.00 a.m. EEST at Hyvinkääsali (address: Kauppatori 1, FI-05800 Hyvinkää, Finland). Reception of persons registered for the meeting and distribution of voting tickets will commence at 9.15 a.m. EEST
Due to the still ongoing COVID-19 pandemic, an advance voting possibility has been made available for shareholders who do not wish to participate in the Annual General Meeting at the meeting venue. The Annual General Meeting will not be streamed, but the opening speech of the Chairman of the Board, Christoph Vitzthum, and the Interim CEO’s Review presented by Teo Ottola, will be made available in written form on the Company’s website at www.konecranes.com/agm2022 after the meeting. The instructions for advance voting are described in more detail in section C below.
Konecranes is actively monitoring the development of the COVID-19 situation and follows the instructions given by authorities. It is, however, noted that guaranteeing physical distances at the meeting venue may be challenging. Konecranes thus respectfully asks shareholders who have a condition that puts them at a high risk from COVID-19 to carefully consider whether it is necessary for them to participate in the Annual General Meeting at the meeting venue. Any changes to the meeting arrangements that may be caused by the situation will be announced on the Company’s website at www.konecranes.com/agm2022.
Konecranes also kindly asks that shareholders with symptoms of respiratory infection would not participate in the Annual General Meeting at the meeting venue.
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
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 2021
- Review by the Interim 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 Annual General Meeting that a dividend of EUR 1.25 per share be paid from the distributable assets of the parent company. The dividend shall be paid to shareholders who on the record date of the dividend payment on 17 June 2022 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 28 June 2022.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2021
10. Presentation of the Remuneration Report
Presentation of the Konecranes Remuneration Report covering the remuneration of the members of the Board of Directors, the President & CEO and the Deputy CEO in 2021 and the Annual General Meeting’s advisory decision on approval of the Remuneration Report.
The Report is available on the Company’s website www.konecranes.com/agm2022.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration for the Board of Directors and the meeting fee for the committees remain unchanged, in addition to which a meeting fee for meetings of the Board of Directors is introduced. The Shareholders’ Nomination Board proposes that annual remuneration is paid to the members of the Board of Directors, other than the employee representative, as follows: the remuneration to the Chairman of the Board of Directors is EUR 140,000, the remuneration to the Vice Chairman of the Board of Directors is EUR 100,000, and the remuneration to the other members of the Board of Directors is EUR 70,000. In case the term of office of a member of the Board of Directors ends before the closing of the Annual General Meeting in 2023, 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 Shareholders’ Nomination Board proposes that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the members of the Board of Directors at a price determined in public trading on Nasdaq Helsinki. The purchase of shares shall be carried out in three 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 2022 published after the Annual General Meeting. 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 member of the Board of Directors, the annual remuneration will be paid fully in cash.
The Shareholders’ Nomination Board proposes that members of the Board of Directors are eligible for a meeting fee of EUR 1,000 for each meeting that they attend. For meetings of the Board of Directors’ committees, the Chairmen of the Audit Committee and the Human Resources Committee are paid a meeting fee of EUR 3,000 and the other committee members are paid a meeting fee of EUR 1,500 per each attended committee meeting.
No remuneration will be paid to members of the Board of Directors employed by the Company, in accordance with the agreement on employee representation between Konecranes and its employees.
Travel expenses for all members of the Board of Directors, including the employee member of the Board of Directors, will be compensated against receipt.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be ten (10).
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the current Board members Janina Kugel, Ulf Liljedahl, Per Vegard Nerseth, Päivi Rekonen, Christoph Vitzthum and Niko Mokkila be re-elected for a term of office ending at the closing of the Annual General Meeting in 2023, and that Pasi Laine, Helene Svahn, Pauli Anttila and Sami Piittisjärvi be elected as new members of the Board of Directors for the same term of office. The Shareholders’ Nomination Board proposes that Christoph Vitzthum be elected as Chairman of the Board of Directors and that Pasi Laine be elected as Vice Chairman of the Board of Directors.
CVs, photographs and the evaluation regarding the independence of the current members of the Board of Directors are presented on the Company’s website at investors.konecranes.com/board-directors, and the CVs, photographs and evaluation regarding the independence of the proposed new candidates will be made available on the Company’s website at investors.konecranes.com/general-meeting before the Annual General Meeting.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
14. 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.
15. 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 of office 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.
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 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 shall decide 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 issuances of shares 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 the members of the Board of Directors, 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 14 December 2023.
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 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 (624/2006, as amended) 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 shall decide 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 issuance). 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.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 14 December 2023. However, the authorization for incentive arrangements is valid until 14 June 2027. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2021.
18. 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 shall decide 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 issuance). 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 Finnish Companies Act. The authorization can also be used for incentive arrangements, however, not with respect to more than 1,350,000 shares in total together with the authorization in item 17.
This authorization is effective until the end of the next Annual General Meeting, however no longer than until 14 December 2023. However, the authorization for incentive arrangements is valid until 14 June 2027. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2021.
19. Authorizing the Board of Directors to decide on a directed issuance of shares 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 issuance of 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 proposes that the Annual General Meeting authorize the Board to decide on the issuance 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 issuance of shares 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 issuance of shares 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 Konecranes Group’s personnel.
The Board of Directors is entitled to decide on other matters concerning the issuance of shares. The authorization concerning the issuance of shares is valid until 14 June 2027. 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 2021.
20. 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 400,000 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.
21. 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/agm2022. The annual accounts, the report of the Board of Directors, and the Auditor’s report as well as the remuneration report of Konecranes Plc are available on the above-mentioned website no later than 13 May 2022. 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 29 June 2022 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Right to participate
Each shareholder, who is registered on 3 June 2022 in the shareholders’ register of the Company maintained 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 5. “Holders of Nominee Registered Shares”.
2. Registration
A shareholder who is registered in the Company's shareholder register, who wishes to participate in the Annual General Meeting, must register for the meeting at the latest on 10 June 2022 at 4.00 pm EEST, by which time the registration needs to be received. Registration for the meeting will begin on 13 May 2022 at 12.00 noon EEST. In connection with registration, a shareholder may also vote in advance, see section 3. “Advance voting”.
When registering, requested information, such as the name, date of birth or business ID and contact details of the shareholder and a possible proxy representative or statutory representative, must be provided. The personal data given by shareholders and their representatives to Konecranes Plc or Innovatics Oy will be used only in connection with the Annual General Meeting and with the processing of related necessary registrations.
A shareholder, whose shares are registered on his/her Finnish book-entry account can register from 12.00 noon EEST on 13 May 2022 until 4.00 pm EEST on 10 June 2022 by the following means:
a) through the Company’s website at www.konecranes.com/agm2022
Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) by mail or e-mail
A shareholder may send the written notice of participation to Innovatics Oy, AGM/Konecranes Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki by letter or by e-mail to [email protected].
Shareholders, their authorized representatives or proxy representatives shall at the meeting venue, where required, be able to prove their identity and/or right of representation.
3. Advance voting
A shareholder, whose shares are registered on his/her Finnish book-entry account can in connection with registering to the Annual General Meeting, vote in advance on certain items on the agenda of the Annual General Meeting between 13 May 2022, 12.00 noon EEST until 10 June 2022, 4.00 pm EEST.
Unless a shareholder voting in advance will be present in person or by way of proxy representation in the meeting, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote in the meeting and if decision proposals regarding certain agenda items have changed after the beginning of the advance voting period, the shareholder's possibility to vote on such item may be restricted.
Advance voting is possible by the following means:
a) through the Company’s website at www.konecranes.com/agm2022
Advance voting requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) by mail or e-mail
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 e-mail to [email protected]. The advance voting form will be available on the Company’s website no later than on 13 May 2022.
If the shareholder participates in the meeting by sending the votes in advance by mail or e-mail 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/agm2022. 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 EEST.
4. Proxy representative and powers of attorney
A shareholder who has registered for the Annual General Meeting may participate in and exercise his/her rights at the Annual General Meeting by way of proxy representation.
If a proxy representative registers online, such proxy representative must personally use strong electronic authentication when registering for the meeting online, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance online.
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 authorization templates will be available on the Company’s website www.konecranes.com/agm2022 on 13 May 2022 at the latest. Possible proxy authorization documents shall be delivered primarily as an attachment in connection with the electronic registration and advance voting or alternatively through e-mail 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.
5. 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 3 June 2022, would be entitled to be registered in the shareholders’ register of the Company maintained 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 maintained by Euroclear Finland Ltd. at the latest by 10 June 2022 by 10.00 am EEST. 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 authorization documents and voting instructions, and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank is required to 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.
Further information on these matters can also be found on the Company’s website at www.konecranes.com/agm2022.
6. Other information
The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Market Act is available on the Company's website www.konecranes.com/agm2022. Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual 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 Annual General Meeting, 13 May 2022, 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.
Changes in shareholdings after the record date of the Annual General Meeting, Friday 3 June 2022, 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, 13 May 2022
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 2021, Group sales totaled EUR 3.2 billion. The Group has approximately 16,600 employees in around 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com
