The Extraordinary General Meeting of Konecranes Plc was held today on Monday, 31 August 2009 at 11 a.m. at the Company's auditorium in Hyvinkää, Finland. The following resolutions were made by the meeting:
Proposal by the board of directors to authorize the board of directors to decide on the issuance of shares as well as on the issuance of special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act:
The EGM authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares as follows:
The amount of shares to be issued based on this authorization shall not exceed 12,000,000 shares, which corresponds to approximately 19.4 % 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). However, the authorization cannot be used for incentive arrangements.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 11 September 2010.
Proposal by the board of directors to authorize the board of directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares:
The EGM authorized the Board of Directors to decide on the repurchase 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 shall not exceed 6,000,000 shares in total, which corresponds to approximately 9.7 % 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 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 in connection with possible acquisitions or to be cancelled, provided that the repurchase 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 11 September 2010.
Proposal by the board of directors to authorize the board of directors to decide on the transfer of the company’s own shares:
The EGM authorized the Board of Directors to decide on the transfer of the company’s own shares as follows:
The authorization is limited to a maximum of 6,000,000 shares, which corresponds to approximately 9.7 % of all of the shares in the Company.
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 rights, provided that weighty financial grounds exist for this. 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. However, the authorization cannot be used for incentive arrangements.
This authorization shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 11 September 2010.
Minutes of the Meeting
The minutes of the EGM will be available at the Company's internet pages at www.konecranes.com/egm2009 as of September 14, 2009 at the latest.
In Hyvinkää, August 31, 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 9,700 employees, in 485 locations in 43 countries. Konecranes is listed on NASDAQ OMX Helsinki Ltd (symbol: KCR1V).
FURTHER INFORMATION
Ms Sirpa Poitsalo, Director, General Counsel, tel. +358 20 427 2011
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Media
www.konecranes.com
