The Annual General Meeting of Konecranes Plc was held on Thursday, 13 March 2008 at 11 a.m. at the Company's auditorium in Hyvinkää, Finland. The meeting approved the company's Financial Statements for the fiscal year 2007 and discharged the members of the Board and Managing Director from liability.
Payment of dividend
The AGM approved the Board's proposal that a dividend of EUR 0.80 is paid on each share. Dividend will be paid to shareholders who are registered on the record date 18 March 2008 as shareholders in the Company's shareholders' register maintained by the Finnish Central Securities Depository Ltd. The dividend will be paid on 28 March 2008.
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 member Stig Stendahl had announced that he is not available for re-election. The other Board members elected in the AGM in 2007 were re-elected, thus Mr Svante Adde, Mr Kim Gran, Mr Stig Gustavson, Mr Matti Kavetvuo, Ms Malin Persson, Mr Timo Poranen and Mr Björn Savén were re-elected. Mr Mikael Silvennoinen, managing director of Pohjola Bank plc was elected as a new member.
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 and other Board Members EUR 40,000. In addition, compensation of EUR 1,500 per meeting will be paid for attendance at Board committee meetings. The annual compensation can be paid either in cash or in Konecranes Plc's shares acquired from the market. Travel expenses of Board members are compensated for against receipt.
Election of the Auditors
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.
Authorization of the Board of Directors to Repurchase the Company's Own Shares
The AGM authorized the Board of Directors to resolve to repurchase the Company's own shares as follows:
No more than 6,097,878 shares may be repurchased. The Company cannot at any moment together with its subsidiaries own more than 10 per cent of all the registered shares of the Company.
The minimum repurchase price of the shares is the lowest market price of the Company's shares quoted in public trading during the time of the authorization and the maximum repurchase price is the highest market price quoted in public trading during the time of the authorization.
The Board of Directors resolves upon the methods of the repurchase and other provisions. Among others, derivatives can be used in the purchase. The shares can be purchased with deviation from the proportioned holdings of the shareholders (directed purchase).
The Company's own shares can be purchased on the basis of the authorization only by using non-restricted equity. Hereby the repurchase will reduce the Company's distributable non-restricted equity.
This authorization shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 12 September 2009.
Authorization of the Board of Directors to Transfer the Company's Own Shares
The AGM authorized the Board of Directors to resolve to transfer the Company's own shares as follows:
The authorization is limited to a maximum of 6,097,878 shares. The shares may be transferred in one or several tranches. The Board of Directors is authorized to resolve upon the terms and conditions of the transfer of the Company's own shares. The shares may be transferred with deviation from the shareholders' pre-emptive right, provided that weighty financial grounds exist for this. The Board of Directors can also use this authorization to grant stock option rights and other special rights concerning the Company's own shares, referred to in Chapter 10 of the Companies Act but not, however, to resolve upon a personnel stock option plan.
This authorization shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 12 September 2009.
Authorization of the Board of Directors to resolve upon share issue and issue of stock option rights as well as of other special rights entitling to shares
The AGM authorized Board of Directors to resolve upon share issue as well as upon issue of stock option rights, convertible bonds and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows.
Shared issued on the basis of the authorization are new shares of the Company. The authorization is limited to issuance of a maximum of 12,195,756 shares.
On the basis of the authorization, the Board of Directors may also resolve upon issuance of new shares to the Company itself. The Company cannot, however, at any moment together with its subsidiaries own more than 10 per cent of all the registered shares of the Company. The shares issued may then, among other things, be transferred on the basis of the authorization granted for the Board of Directors to transfer the company's own shares.
The Board of Directors is authorized to resolve upon all the terms and conditions of the share issue and the issuance of special rights entitling to shares. The shares and the special rights entitling to shares may be issued with deviation from the shareholders' pre-emptive right, provided that weighty financial grounds exist for this. The authorization does not, however, concern resolving upon a personnel stock option plan.
This authorization shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 12 September 2009.
This authorization shall be in force simultaneously with the authorization to resolve to transfer the Company's own shares.
Partial change of the 1997 stock option program
The AGM approved the Board of Directors' proposal that Section 5 of the terms of share subscription in the stock option program approved by the General Meeting of Shareholders on 4 March 1997 concerning shareholders' rights, is amended to read as follows: ”The right to dividend pertaining to the shares and other shareholders' rights shall commence on the date when the new shares are registered with the Trade Register.
Partial change of the 1999 stock option program
The AGM approved the Board of Directors' proposal that Section 5 of the terms of share subscription in the stock option program approved by the General Meeting of Shareholders on 11 March 1999 concerning shareholders' rights, is amended to read as follows: ”The right to dividend pertaining to the shares and other shareholders' rights shall commence on the date when the new shares are registered with the Trade Register.
Partial change of the 2001 stock option program
The AGM approved the Board of Directors' proposal that Section 5 of the terms of share subscription in the stock option program approved by the General Meeting of Shareholders on 8 March 2001 concerning shareholders' rights, is amended to read as follows: ”The right to dividend pertaining to the shares and other shareholders' rights shall commence on the date when the new shares are registered with the Trade Register.
In Hyvinkää, March 13, 2008
Konecranes Plc
The Board of Directors
Further information
Ms Sirpa Poitsalo, Director, General Counsel, tel. +358 20 427 2011
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 2007, Group sales totaled EUR 1,750 million. The Group has 8,400 employees, at more than 470 locations in 43 countries. Konecranes is listed on the OMX Helsinki Stock Exchange (symbol: KCR1V).
DISTRIBUTION
OMX Nordic Exchange Helsinki
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