KONECRANES PLC STOCK EXCHANGE RELEASE FEBRUARY 10, 2023 at 9:00 am EET
Konecranes Plc’s Board of Directors convenes the Annual General Meeting 2023
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 29 March 2023 at 10.00 a.m. EET at Hyvinkääsali (address: Kauppatori 1, FI-05800 Hyvinkää, Finland). Reception of persons registered for the meeting and distribution of voting tickets at the meeting venue will commence at 9.15 a.m. EET.
The CEO's review and the presentation by the Chair of the Human Resources Committee to the Annual General Meeting will be recorded. The video recordings of the presentations will be made available on the Company's website at www.konecranes.com/agm2023 after 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
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 2022
- Review by the CEO
The annual accounts, the report of the Board of Directors and the auditor’s report will be available on the Company’s website www.konecranes.com/agm2023 as of 28 February 2023 at the latest.
7. Adoption of the annual accounts
The Board of Directors proposes that the Annual General Meeting adopts the annual accounts.
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.25 per share be distributed 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 31 March 2023 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend shall be paid on 12 April 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Presentation of the Remuneration Report
The resolution by the Annual General Meeting on approval of the Remuneration report is advisory.
The Remuneration Report will be available on the Company’s website www.konecranes.com/agm2023 as of 28 February 2023 at the latest.
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 fees for the committees and meetings of the Board of Directors remain unchanged, except for the annual remuneration for the Chairman of the Board of Directors and the meeting fee of the Chairman of the Audit Committee, which are proposed to be increased. 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 150,000 (EUR 140,000 in 2022), 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 2024, 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 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 2023. 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 committees of the Board of Directors, the Chairman of the Audit Committee is paid a meeting fee of EUR 5,000 (EUR 3,000 in 2022), the Chairman of the Human Resources Committee is 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 nine (9).
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that of the current Board members Pauli Anttila, Pasi Laine, Ulf Liljedahl, Niko Mokkila, Sami Piittisjärvi, Päivi Rekonen, Helene Svahn and Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2024, and that Gun Nilsson be elected as a new member of the Board of Directors for the same term of office. Janina Kugel and Per Vegard Nerseth of the current Board members were not available for re-election. 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.
Sami Piittisjärvi is being proposed from candidates put forward by the employees of Konecranes in accordance with the agreement on employee representation between Konecranes and its employees.
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 CV, photograph and evaluation regarding the independence of the proposed new candidate will be made available on the Company’s website at www.konecranes.com/agm2023 as of 28 February 2023 at the latest.
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 has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets the 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 closing 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 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 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 closing of the next Annual General Meeting, however no longer than until 28 September 2024.
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 number 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 closing of the next Annual General Meeting, however no longer than until 28 September 2024. However, the authorization for incentive arrangements is effective until 28 March 2028. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2022.
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 closing of the next Annual General Meeting, however no longer than until 28 September 2024. However, the authorization for incentive arrangements is effective until 28 March 2028. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2022.
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 effective until 28 March 2028. This authorization is effective 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 2022.
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 effective until the closing of the next Annual General Meeting.
21. Closing of the meeting
B. Documents of the Annual General Meeting
The above-mentioned proposals for decisions on matters on the agenda of the Annual General Meeting as well as this notice are available on Konecranes’ website at www.konecranes.com/agm2023. The annual accounts, the report of the Board of Directors, and the auditor’s report as well as the Remuneration Report of Konecranes are available on the above-mentioned website no later than 28 February 2023. The proposals for decisions and the other above-mentioned documents are also available at the Annual General Meeting. The minutes of the meeting will be available on the above-mentioned website as of 12 April 2023 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Shareholder registered in the shareholder register
A shareholder that is registered on the record date of the Annual General Meeting, i.e. on 17 March 2023, in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account or equity savings account, is registered in the shareholders’ register of the Company.
Registration for the meeting will commence on 10 February 2023 at 9.00 am EET. A shareholder that is registered in the Company's shareholder register and wishes to participate in the Annual General Meeting must register for the meeting at the latest on 23 March 2023 at 4.00 pm EET, by which time the registration needs to be received.
Registration for the Annual General Meeting can be done:
a) through the Company’s website at www.konecranes.com/agm2023
Online registration requires that the shareholders, 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 a written notice of registration to Innovatics Oy by regular mail to the address Innovatics Oy, AGM/Konecranes Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to the address [email protected].
When registering, requested information, such as the name, date of birth/personal identification number or business identification code and contact details of the shareholder and the name of a possible assistant, a statutory representative or proxy representative and the date of birth/personal identification number of a statutory representative or proxy representative, must be provided. Personal data provided by shareholders or their representatives to Konecranes or Innovatics Oy will be used only in connection with the Annual General Meeting and with the processing of related necessary registrations.
Shareholders, their statutory representatives or proxy representatives shall, where required, be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting, i.e. on 17 March 2023, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy.
The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has temporarily been registered into the shareholders’ register maintained by Euroclear Finland Oy at the latest by 24 March 2023 at 10.00 am EET. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.
Holders of nominee-registered shares are advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy authorization documents and voting instructions and registration for the Annual General Meeting from their custodian. The account manager of the custodian is required to temporarily register a holder of nominee-registered shares that wants to participate in the Annual General Meeting into the shareholders’ register of the Company at the latest by the time stated above.
For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the Annual General Meeting on the Company’s website, as they must be registered through their custodians instead.
Further information on these matters is also available on the Company’s website at www.konecranes.com/agm2023.
3. Proxy representative and powers of attorney
Shareholders may participate in and exercise their rights at the Annual General Meeting by way of proxy representation.
If a proxy representative registers online, such proxy representative must personally identify themselves through strong electronic authentication when registering for the meeting through the online registration service, after which they can register on behalf of the shareholder they represent.
Proxy representatives shall present a dated proxy authorization document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. If 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.
Template for proxy authorization is available on the Company’s website at www.konecranes.com/agm2023.
Possible proxy authorization documents are requested to be delivered primarily as an attachment in connection with the online registration, or alternatively by 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 period. In addition to the submission of proxy authorization documents, shareholders or their proxy representative shall see to registering themselves for the Annual General Meeting as described above in this notice.
Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the Suomi.fi electronic authorization service to authorize their proxy representatives. The proxy representative is designated at the Suomi.fi service at www.suomi.fi/e-authorizations (authorization matter “Representation at the Annual General Meeting”). When registering for the Annual General Meeting in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. Strong electronic authentication takes place with online banking credentials or a mobile certificate. More information about electronic authorization is available at www.suomi.fi/e-authorizations.
4. Other instructions/information
The languages of the meeting are Finnish and Swedish. There will be simultaneous interpretation into English at the meeting.
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/agm2023.
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.
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.
On the date of this notice to the Annual General Meeting, 10 February 2023, the total number of shares in Konecranes is 79,221,906 shares, representing a total number of 79,221,906 votes. The Company together with its subsidiaries holds 55,307 treasury shares, in respect of which voting rights cannot be exercised at the Annual General Meeting.
In Hyvinkää, 10 February 2023
KONECRANES PLC
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 2022, Group sales totaled EUR 3.4 billion. The Group has approximately 16,500 employees in around 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com
