The Annual General Meeting of Konecranes Plc was held today on Thursday, March 25, 2010 at 11 a.m. at the Company's premises in Hyvinkää, Finland. The meeting approved the company's annual accounts for the fiscal year 2009 and discharged the members of the Board of Directors and Managing Director from liability.
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 March 30, 2010 as shareholders in the Company's shareholders' register maintained by the Euroclear Finland Ltd. The dividend will be paid on April 9, 2010.
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. The Board members elected at the AGM in 2009 i.e. 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 were re-elected.
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 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 AGM also approved 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. Furthermore, the AGM confirmed that the General Meeting may, in addition to the Company’s domicile, be held in Helsinki, Espoo or Vantaa.
Authorization of the Board of Directors to decide on the issuance of shares as well as on the issuance of special rights entitling to shares
The AGM authorized the Board of Directors 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.
Authorization of the Board of Directors to repurchase the Company’s own shares
The AGM authorized the Board of Directors 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.
Authorization of the Board of Directors to decide on the transfer of the Company’s own shares
The AGM 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 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.
Donation for philanthropic purposes
The AGM decided to grant a donation to one or more Finnish Universities in the amount of EUR 1,250,000 to thereby support education and research within the fields of technology, economy or art. Furthermore, the AGM authorized the Board of Directors to decide on practical matters relating to the donation, for example nomination of recipients and the detailed donation terms.
Minutes of the Meeting
The minutes of the AGM will be available at the Company’s internet pages at www.konecranes.com/AGM2010 as of April 8, 2010.
KONECRANES PLC
Miikka Kinnunen
Director, Investor Relations
FURTHER INFORMATION
Sirpa Poitsalo, Vice President, General Counsel, Konecranes Plc, tel. +358 20 427 2011
Miikka Kinnunen, Director, Investor Relations, Konecranes Plc,
tel. +358 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 and machine tools of all makes. In 2009, Group sales totalled EUR 1,671 million. The Group has 9,800 employees, in 545 locations in 43 countries. Konecranes is listed on NASDAQ OMX Helsinki Ltd (symbol: KCR1V).
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Major media
www.konecranes.com
