KONECRANES PLC STOCK EXCHANGE RELEASE February 5, 2014 at 09:30
Konecranes Board of Directors has resolved to convene the Annual General Meeting to be held on March 27, 2014. The Board and its Committees will submit the below proposals to the Annual General Meeting:
- Proposal to pay a dividend of EUR 1.05 per share (EUR 1.05 for 2012) - Proposals on the Board composition and remuneration - Proposal on the election of auditor and auditor’s fee - Proposal to authorize the Board to repurchase and/or accept as pledge of the Company’s own shares - Proposal to authorize the Board to issue shares as well as special rights entitling to shares - Proposal to authorize the Board to transfer the Company’s own shares - Proposal to authorize the Board to decide on directed share issue without payment for an employee share savings plan
Proposal to pay a dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR 1.05 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 1 April 2014 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 9 April 2014.
Proposals on the Board composition and remuneration
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the current Board members 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 be re-elected Board members for a term of office ending at the end of the Annual General Meeting 2015. All candidates have been presented in the press release given on 4 February 2014 and on the Company’s website www.konecranes.com . All the candidates have given their consent to the election.
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 2015 be as follows: Chairman of the Board EUR 105,000, Vice Chairman of the Board EUR 67,000, and other Board members EUR 42,000. The Committee furthermore proposes 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. 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. The Chairman of the Audit Committee is, however, entitled to a compensation of EUR 3,000 per attended Audit Committee meeting. No remuneration will be paid to Board members employed by the Company. Travel expenses will be compensated against receipt.
Proposal on the election of auditor and auditor’s fee
The Audit Committee of the Board of Directors proposes to the General Meeting that Ernst & Young Oy continues as the Company’s 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.
Proposal to authorize the Board to repurchase and/or accept 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 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 26 September 2015.
Proposal to authorize the Board to issue shares as well as 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 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 following item.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 26 September 2015. However, the authorization for incentive arrangements is valid until 26 March 2019. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2013.
Proposal to authorize the Board to transfer 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 9.5 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 26 September 2015. However, the authorization for incentive arrangements is valid until 26 March 2019. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2013.
Proposal to authorize the Board of Directors to decide on directed share issue without payment for an employee share savings plan
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on a directed share issue without payment needed for the implementation of the Share Savings Plan that the Annual General Meeting 2012 decided to launch.
The Board of Directors proposes that the General Meeting authorize the Board 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 Board of Directors proposes that the proposed 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 per cent of all of the Company’s shares.
The Board of Directors considers that there is an especially weighty financial reason for the directed share issue without payment, both for the Company and in regard to the interests of all shareholders, since the Plan is intended to form part of the incentive and commitment program for the Group personnel.
The Board of Directors is entitled to decide on other matters concerning the share issue. The authorization concerning the share issue is valid until 26 March 2019. This authorization is in addition to the authorizations in the two previous items. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2013.
The actual notice to the Annual General Meeting is intended to be published on Monday, 10 February, 2014.
KONECRANES PLC
Miikka Kinnunen Director, Investor Relations
FURTHER INFORMATION Miikka Kinnunen, Director, Investor Relations, tel. +358 (0)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 2013, Group sales totaled EUR 2,100 million. The Group has 11,800 employees at 600 locations in 48 countries. Konecranes is listed on the NASDAQ OMX Helsinki (symbol: KCR1V).
DISTRIBUTION NASDAQ OMX Helsinki Media www.konecranes.com
