KONECRANES PLC STOCK EXCHANGE RELEASE MARCH 22, 2012 at 1:40 p.m.
The Annual General Meeting of Konecranes Plc was held on Thursday 22 March 2012 at 10.00 a.m. at Hyvinkääsali in Hyvinkää, Finland. The meeting approved the company’s annual accounts for the fiscal year 2011 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 1.00 per share is paid from the distributable assets of the parent Company. Dividend will be paid to shareholders who on the record date of the dividend payment 27 March 2012 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 4 April 2012.
Composition of the Board of Directors
The AGM approved the proposal of the Nomination and Compensation Committee that the number of the members of the Board of Directors is eight (8). The Board members elected at the AGM in 2012 are Mr. Svante Adde, Mr. Stig Gustavson, Mr. Tapani Järvinen, Mr. Matti Kavetvuo, Ms. Nina Kopola, Mr. Bertel Langenskiöld, Ms. Malin Persson and Mr. Mikael Silvennoinen.
Compensation of the Board of Directors
The AGM confirmed the annual compensation to the Board members:
Chairman of the Board: EUR 105,000
Vice Chairman of the Board: EUR 67,000
Other Board members EUR 42,000
In addition, a compensation of EUR 1,500 per meeting will be paid for attendance at Board Committee meetings. The Chairman of the Audit Committee is, however, entitled to a compensation of EUR 3,000 per attended Audit Committee meeting.
The AGM furthermore approved that 50 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. Travel expenses will be compensated 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 auditor. Ernst & Young Oy has informed the Company that APA Heikki Ilkka would act as the auditor with the principal responsibility. The remuneration for the auditor be paid according to the auditor’s reasonable invoice.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of 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 based on this authorization shall not exceed 6,000,000 shares in total, which corresponds to approximately 9.5 per cent 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 and/or accepted as pledge 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 for financing or realization of possible acquisitions, investments or other arrangements belonging to the Company’s ordinary business, to pay remuneration to Board members, to be used in incentive arrangements 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 22 September 2013.
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 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 6,000,000 shares, which corresponds to approximately 9.5 per cent 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). The authorization can also be used for incentive arrangements, however, not more than 700,000 shares in total together with the authorization in the following item.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 22 September 2013. However, the authorization for incentive arrangements is valid until 30 June 2015.
Authorizing 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 9.5 per cent of all 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. The authorization can also be used for incentive arrangements, however, not more than 700,000 shares in total together with the authorization in the previous item.
This authorization is effective until the next Annual General Meeting of Shareholders, however no longer than until 22 September 2013. However, the authorization for incentive arrangements is valid until 30 June 2015.
Launching an employee share savings plan and authorizing the Board of Directors to decide on directed share issue without payment
The General Meeting decided that an Employee Share Savings Plan (the Plan) be launched in the Konecranes Group. The General Meeting authorized the Board of Directors to decide on the detailed terms and conditions of the Plan, on the Plan Periods and on their detailed terms and conditions, and to implement the Plan at its discretion, considering especially the legislation and other regulations applied to the Plan in each country where the Group operates.
In the Plan, all Group employees are offered an opportunity to save a proportion of their regular salary to be used for the acquisition of the Company’s shares (Savings Shares). Participation in the Plan is voluntary for each employee. The intention is that an employee will participate in the Plan for one year at a time (Plan Period) and that Savings Shares will be acquired with the accrued savings quarterly. Savings Shares will be acquired at the market price, after the end of each quarter on the date determined by the Board of Directors in advance. Savings Shares will be acquired from the market through a broker, and they will be transferred directly on the participant’s book-entry account, or to the Company to be further transferred to the participant.
Employees are encouraged to save for the Savings Shares by being offered free shares for Savings Shares (Matching Shares). Matching Shares will be delivered to a participant if the participant holds the Savings Shares for a designated holding period. Matching Shares will be paid partly in the Company´s shares and partly in cash. The cash proportion is intended for covering taxes and tax-related payments arising from the reward to an employee.
The maximum amount which can be saved to acquire Savings Shares is 5 percent of each participant’s monthly gross salary during the Plan Period 2012—2013. The participant is entitled to receive one free Matching Share for every two acquired Savings Shares. The total amount of all savings from the first Plan Period may not exceed EUR 8.5 million.
The General Meeting authorized the Board of Directors to decide on a directed share issue without payment as follows:
The Board of Directors is authorized to decide on the issue of new shares or on the transfer of own shares held by the Company to such participants of the Plan who, according to the terms and conditions of the Plan, are entitled to receive free shares, as well as to decide on the share issue without payment also to the Company itself. The authorization includes a right in this Plan to transfer own shares held by the Company, the use of which has earlier been limited to other purposes than incentive plans. The number of new shares to be issued or own shares held by the Company to be transferred may be a maximum total of 500,000 shares, which corresponds to 0.8 percent of all of the Company’s shares.
The Board of Directors is entitled to decide on other matters concerning the share issue. The authorization concerning the share issue is valid until 1 March 2017.
Minutes of the Meeting
The minutes of the AGM will be available on the Company’s website www.konecranes.com/agm2012 as of April 5, 2012.
KONECRANES PLC
Miikka Kinnunen
Director, Investor Relations
FURTHER INFORMATION
Sirpa Poitsalo, Vice President, General Counsel, tel. +358 20 427 2011
Miikka Kinnunen, Director, Investor Relations, tel. +358 427 2050
DISTRIBUTION
NASDAQ OMX Helsinki
Media
www.konecranes.com
