Notice is given to the shareholders of Konecranes Plc to the Annual General Meeting to be held on Thursday 25 March 2010 at 11.00 a.m. in Konecranes premises (address: Konecranes Visitors Center, Koneenkatu 8, 05830 Hyvinkää, Finland). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 10.15 a.m.
A. Matters on the agenda of the General Meeting
At the 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 2009
- Review by the 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 General Meeting that a dividend of EUR 0.90 per share be paid from the distributable assets of the parent company. Dividend will be paid to shareholders who on the record date of the dividend payment 30 March 2010 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 9 April 2010.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting 2011 be the same as in 2009 as follows: Chairman of the Board EUR 100,000, Vice Chairman of the Board EUR 64,000 and other Board members EUR 40,000. The Committee furthermore proposes that 40 per cent of the annual remuneration be paid in Konecranes shares purchased on the market on behalf of the Board members. The remuneration may also be paid by transferring treasury shares based on the authorization given to the Board of Directors by the General Meeting. In case such purchase of shares cannot be carried out due to reasons related to either the Company or a Board member, the annual remuneration shall be paid entirely in cash. In addition, the Chairman of the Board, the Vice Chairman of the Board and other Board members are entitled to a compensation of EUR 1,500 per attended Board committee meeting. No remuneration will be paid to Board members employed by the Company. Travel expenses will be compensated against receipt.
11. Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the number of members of the Board of Directors shall be eight (8).
12. Election of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that of the current Board members Mr. Svante Adde, Mr. Tomas Billing, Mr. Kim Gran, Mr. Stig Gustavson, Mr. Tapani Järvinen, Mr. Matti Kavetvuo, Ms. Malin Persson and Mr. Mikael Silvennoinen be re-elected Board members for a term of office ending at the end of the Annual General Meeting 2011. All the candidates have been presented in the press release given on 4 February 2010 and on the Company’s website www.konecranes.com. All the candidates have given their consent to the election.
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes to the General Meeting that the remuneration for the auditor be paid according to the auditor’s reasonable invoice.
14. Election of auditor
According to the Articles of Association, the auditors are elected to office until further notice. The Audit Committee of the Board of Directors proposes to the General Meeting that Ernst & Young Oy continues as the Company’s auditor.
15. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the General Meeting that Section 9 of the Articles of Association of the Company be amended so that notice to the General Meeting shall be delivered no less than three weeks before the General Meeting, however no less than 9 days prior to the record date of the General Meeting. The Board of Directors furthermore proposes that the manner in which the notice to the General Meeting shall be delivered be changed so that the notice, by decision by the Board of Directors, can be delivered by publishing the notice on the Company’s website or in national newspapers or by sending written notices to the shareholders by mail. The Board of Directors furthermore proposes that the location of the General Meeting be changed so that the General Meeting may, in addition to the Company’s domicile, be held in Helsinki, Espoo or Vantaa.
16. Reasoning for the proposed authorisations in items 17, 18 and 19
Acquisitions have already for a long time been a key element in Konecranes’ strategy. The current market situation may open up new interesting M&A opportunities for the Company. In this environment it may be in the interest of the Company to be able to offer stock-for-stock for target companies or otherwise arrange share issues, should feasible opportunities arise.
In this environment it may also be in the interest of the Company and its shareholders that own shares can be repurchased to develop the Company’s capital structure. It may also be in the interest of the Company to be able to accept own shares as pledge.
In order to provide the Company with means to act swiftly should feasible opportunities arise, the Board of Directors proposes to the General Meeting that the Board of Directors be granted authorizations to issue shares and special rights entitling to shares, to repurchase shares and accept own shares as pledge, and to transfer own shares as set forth below.
While this introduction describes the main purpose of the proposed authorizations, this introduction is not intended to be exhaustive and the proposed authorizations shall be interpreted in accordance with their respective wording.
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 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 as follows.
The amount of shares to be issued based on this authorization shall not exceed 9,000,000 shares, which corresponds to approximately 14.5 % 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 24 September 2011.
18. 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 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 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, to pay remuneration to Board members 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 24 September 2011.
19. Authorizing the Board of Directors to decide on the transfer of the Company’s own shares
The Board of Directors proposes to the 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 6,000,000 shares, which corresponds to approximately 9.7 % of all of the shares in the Company.
The Board of Directors decides 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 issue). 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 24 September 2011.
20. Donation for philanthropic purposes
The Board of Directors proposes that the General Meeting decides to grant a donation to one or more Finnish Universities in the amount of 1,250,000 euros to thereby support education and research within the fields of technology, economy or art. The Board of Directors furthermore proposes that the Board of Directors decides on practical matters relating to the donation, for example nomination of recipients and the detailed donation terms. In view of the Company’s financial situation and amount of unrestricted equity, the Board of Directors considers the donation to be reasonable and that it is in the Company’s interest to grant the donation.
21. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Board of Directors and its committees relating to the agenda of the General Meeting as well as this notice are available on Konecranes Plc’s website at www.konecranes.com/agm2010. The annual report of Konecranes Plc, including the Company’s annual accounts, the report of the Board of Directors and the Auditor’s report, is available on the above-mentioned website no later than 3 March 2010. The proposals of the Board of Directors and the annual accounts are also available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. No notice to the Annual General Meeting will be sent to the shareholders separately. The minutes of the meeting will be available on the above-mentioned website as from 8 April 2010.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on the record date of the General Meeting 15 March 2010 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the 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.
A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than on Monday 22 March 2010 at 4.00 p.m. by giving a prior notice of participation. Such notice can be given:
a) on the Company’s website: www.konecranes.com/agm2010
b) by e-mail: [email protected]
c) by telephone: +358 20 427 2960 (Anna-Mari Kautto)
(from abroad) and 020 427 2960
(Anna-Mari Kautto (from Finland)
from Monday to Friday 8 a.m. – 4 p.m.
d) by telefax: +358 20 427 2089 (from abroad) or
020 427 2089 (from Finland); or
e) by regular mail to: Konecranes Plc, Anna-Mari Kautto,
P.O.Box 661, FI-05801 Hyvinkää, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Konecranes Plc is used only in connection with the General Meeting and with the processing of related registrations.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
2. Proxy representative and powers of attorney
A shareholder may also participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the 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 General Meeting.
Possible proxy documents should be delivered in originals to Konecranes Plc, Anna-Mari Kautto, P.O. Box 661, FI-05801 Hyvinkää, Finland before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered into the shareholders’ register of the Company at the latest on Monday 22 March 2010 by 10 am. A holder of nominee registered shares is considered to have registered for the General Meeting if he/she has been notified to be temporarily entered into the shareholders’ register of the Company by the abovementioned time. Further information on these matters can also be found on the Company’s website www.konecranes.com/agm2010.
4. Other instructions and information
On the date of this notice 4 February 2010, the total number of shares in Konecranes Plc is 61,872,920 shares and the total number of votes is 61,872,920 votes. The Company holds 2,542,600 treasury shares, in respect of which voting rights cannot be used at the General Meeting.
In Hyvinkää 4 February 2010
Konecranes Plc
THE BOARD OF DIRECTORS
