Resolutions of Konecranes PLC's annual general meeting of shareholders
The Annual General Meeting of Konecranes Plc was held today on Thursday, 12 March 2009 at 11 a.m. at the Company's auditorium in Hyvinkää, Finland. The meeting approved the company's annual accounts for the fiscal year 2008 and discharged the members of the Board and Managing Director from liability.
The Board of Directors of Konecranes Plc withdrew its proposals on authorizing the board to decide on the repurchase of the company’s own shares and authorizing the board to decide on the issuance of shares as well as other special rights entitling to shares.
The decision to withdraw the proposals was made as the Board of Directors was informed about the instructions from certain foreign shareholders to their representatives to vote against the proposals.
Payment of dividend
The AGM approved the Board's proposal that a dividend of EUR 0.90 per share is paid from the distributable assets of the parent company. Dividend will be paid to shareholders who are registered on the record date 17 March 2009 as shareholders in the Company's shareholders' register maintained by the Euroclear Finland Ltd. The dividend will be paid on 25 March 2009.
Composition of the Board of Directors
The AGM approved the proposal of the Nomination and Compensation Committee that eight (8) members of the Board of Directors be elected. Board members Mr Björn Savén and Mr Timo Poranen had announced that they will not be available for re-election. The other Board members elected in the AGM in 2008 i.e. Mr Svante Adde, Mr Kim Gran, Mr Stig Gustavson, Mr Matti Kavetvuo, Ms Malin Persson and Mr Mikael Silvennoinen were re-elected. Mr Tomas Billing, President of Nordstjernan AB and Mr Tapani Järvinen President and CEO of Outotec Oyj were elected as new members.
Compensation of the Board of Directors
The AGM confirmed the annual compensation to the Board Members:
Chairman of the Board: EUR 100,000
Vice Chairman of the Board: EUR 64,000
Other Board Members: EUR 40,000
In addition, compensation of EUR 1,500 per meeting will be paid for attendance at Board Committee meetings.
Approximately 40 percent of the annual remuneration will be paid in Konecranes’s shares purchased from the market. The remuneration may be paid also by transferring company’s own shares based on the authorisation given to the Board of Directors. In case the purchase of shares cannot be carried out due to reasons related to either the company or the Board member, the annual remuneration shall be paid fully in cash.
Travel expenses of Board members are compensated for against receipt.
Election of the auditors and their remuneration
According to the Articles of Association, the auditors are elected to office until further notice. The AGM confirmed that Ernst & Young Oy continues as the Company's external auditor. The remuneration of the auditor will be paid according to the auditor’s reasonable invoice.
Amendment of the Articles of Association
The AGM decided to amend the Section 9 of the Articles of Association so that notice to the General Meeting shall be issued no later than three weeks prior to the General Meeting.
Authorization of the Board of Directors to repurchase the Company’s own shares
The item was withdrawn by the Board of Directors.
Authorization of the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The item was withdrawn by the Board of Directors.
Issuance of stock options
The AGM authorized the Board of Directors to resolve on issuance of stock options to the key personnel of the Company and its subsidiaries. The maximum total number of stock options issued will be 2,250,000 and the stock options entitle their owners to subscribe for a maximum total of 2,250,000 new shares in the Company or existing shares held by the Company. The share subscription price will be credited to the reserve for invested unrestricted equity in its entirety. The share subscription price for stock options will be based on the prevailing market price of the Konecranes Plc share on the NASDAQ OMX Helsinki Ltd. in April 2009, April 2010 and April 2011. The share subscription period for stock options 2009A, will be 1 April 2012—30 April 2014, for stock options 2009B, 1 April 2013—30 April 2015 and for stock options 2009C, 1 April 2014—30 April 2016.
Minutes of the Meeting
The minutes of the AGM will be available at the Company’s internet pages at www.konecranes.com/AGM2009 as of 26 March 2009.
First meeting of the Board of Directors
In its first meeting held after the Annual General Meeting, the Board of Directors elected Mr Stig Gustavson to continue as Chairman. Mr Svante Adde was elected Chairman of the Audit Committee, and Mr Kim Gran, Mr Tapani Järvinen and Mr Mikael Silvennoinen as Committee members. Mr Matti Kavetvuo was elected Chairman of the Nomination and Compensation Committee, and Mr Tomas Billing, Mr Stig Gustavson, and Ms Malin Persson were elected as Committee members.
In Hyvinkää, March 12, 2009
Konecranes Plc
The Board of Directors
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 and machine tools of all makes. In 2008, Group sales totaled EUR 2,103 million. The Group has 9,900 employees, in 485 locations in 43 countries. Konecranes is listed on NASDAQ OMX Helsinki Ltd (symbol: KCR1V).
KONECRANES PLC
Sanna Päiväniemi
IR Manager
FURTHER INFORMATION
Ms Sirpa Poitsalo, Director, General Counsel, tel. +358 20 427 2011
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Media
www.konecranes.com
