KONECRANES PLC STOCK EXCHANGE RELEASE February 8, 2017 at 09.15 a.m.
Konecranes Board of Directors has resolved to convene the Annual General Meeting to be held on Thursday March 23, 2017. 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 2015) - Proposals on the Board composition and remuneration - Proposal on the election of auditor and auditor’s fee - Proposal to authorize the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares - Proposal to authorize the Board of Directors to decide on the issuance of A shares as well as on the issuance of special rights entitling to A shares - Proposal to authorize the Board of Directors to decide on the transfer the Company’s own A shares - Proposal to authorize the Board of Directors to decide on directed issuance of A shares without payment for an employee share savings plan - Proposal to authorize the Board of Directors to decide on donations
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 27 March 2017 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 4 April 2017.
Proposals on the Board composition and remuneration
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the number of Board members shall be eight (8).
Under § 5 of the Company's Articles of Association, Terex Corporation currently has the right to appoint two members to the Company's Board of Directors upon written notice to the Company. Terex Corporation has appointed Mr. David A. Sachs and Mr. Oren G. Shaffer to the Board of Directors.
The Nomination and Compensation Committee of the Board of Directors proposes that the current Board members Mr. Ole Johansson, Ms. Janina Kugel, Mr. Bertel Langenskiöld, Mr. Ulf Liljedahl, Ms. Malin Persson and Mr. Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2018. Of the current Board members Mr Stig Gustavson and Mr Svante Adde have announced that they are not available for re-election. All candidates, as well as Mr. David A. Sachs and Mr. Oren G. Shaffer, and the evaluation regarding their independence have been presented on the Company’s website www.konecranes.com . All candidates have given their consent to the election.
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board to be elected at the Annual General Meeting for the term until the closing of the Annual General Meeting in 2018 be unchanged as follows: Chairman of the Board EUR 140,000, Vice Chairman of the Board EUR 100,000, and other Board members EUR 70,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2018, he or she is entitled to the prorated amount of the annual remuneration calculated on the basis of his or her actual term in office.
The Committee furthermore proposes that 50 per cent of the annual remuneration be paid in Konecranes shares. The remuneration shares may be purchased on the market on behalf of the Board members at a price determined in public trading at the time of acquiring the shares or transferred in a corresponding number of treasury shares. The purchase of shares or transfer of treasury shares shall be carried out in four equal instalments, each instalment being purchased or transferred within the two week period beginning on the date following each of the Company's interim report announcements and the Company's financial statements bulletin for 2017.
In case the shares due in any such instalment cannot be purchased or transferred within the time period indicated above due to legal or other regulatory restrictions or due to reasons related to a Board member, the amount of annual remuneration due for payment in such instalment shall be paid fully 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 of the Board of Directors is, however, entitled to a compensation of EUR 3,000 per attended Audit Committee meeting. Such compensation will be paid in connection with each instalment of the annual remuneration to the extent accrued. Any compensation accruing after the payment of the last instalment of the annual remuneration will be paid, without undue delay, after the end of the term of office of the Board member. 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
Upon recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy be re-elected as the Company’s auditor.
Upon recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the remuneration for the auditor be paid according to an invoice approved by the company.
Proposal to authorize the Board 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 A or B shares and/or on the acceptance as pledge of the Company’s own A or B 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 7.2 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 business, to pay remuneration to Board members, to be used in incentive arrangements or to be cancelled, provided that the repurchase and/or acceptance as pledge 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 2018.
Proposal to authorize the Board to decide on the issuance of A shares as well as the issuance of special rights entitling to A shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of A shares as well as the issuance of special rights entitling to A shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows.
The amount of A shares to be issued based on this authorization shall not exceed 6,000,000 shares, which corresponds to approximately 7.2 per cent of all the shares in the Company and 9.5 per cent of all the A shares in the Company.
The Board of Directors decides on all the conditions of the issuance of A shares and of special rights entitling to A shares. The issuance of A shares and of special rights entitling to A 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 1,000,000 A shares in total together with the authorization in item 17.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 22 September 2018. However, the authorization for incentive arrangements is valid until 22 March 2022. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting in 2016.
Proposal to authorize the Board to decide on the transfer the Company’s own A 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 A shares as follows.
The authorization is limited to a maximum of 6,000,000 A shares, which corresponds to approximately 7.2 per cent of all the shares in the Company and 9.5 per cent of all the A shares in the Company.
The Board of Directors decides on all the conditions of the transfer of own A 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 A shares, referred to in Chapter 10 of the Companies Act. The authorization can also be used for incentive arrangements, however, not more than 1,000,000 A shares in total together with the authorization in item 16.
This authorization is effective until the next Annual General Meeting of Shareholders, however no longer than until 22 September 2018. However, the authorization for incentive arrangements is valid until 22 March 2022. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting in 2016.
Authorizing the Board of Directors to decide on directed issuance of A shares 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 issuance of A shares without payment needed for the continuation 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 issuance of new A shares or on the transfer of own A 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 issuance of A shares without payment also to the Company itself. The Board of Directors proposes that the proposed authorization includes a right, within the scope of this Plan, to transfer own A shares currently held by the Company, which have earlier been limited to purposes other than incentive plans. The number of new A shares to be issued or own A shares held by the Company to be transferred may in the aggregate amount to a maximum total of 500,000 shares, which corresponds to approximately 0.6 per cent of all the shares in the Company and 0.8 per cent of all the A shares in the Company.
The Board of Directors considers that there is an especially weighty financial reason for the directed issuance of shares 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 issuance of shares. The authorization is valid until 22 March 2022. This authorization is in addition to the authorizations in items 16 and 17 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting in 2016.
Authorizing the Board of Directors to decide on donations The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on donations of up to EUR 200,000 to Aalto University and up to EUR 50,000 to Åbo Akademi University in one or several instalments. The Board of Directors is entitled to decide on designating all or part of the donations to specific study fields and any other matters concerning the donations. The authorization is effective until the end of the Annual General Meeting in 2018.
The actual notice to the Annual General Meeting is intended to be published on Monday, February 13, 2017.
KONECRANES PLC
Miikka Kinnunen Vice President, Investor Relations
FURTHER INFORMATION Miikka Kinnunen, Vice President, 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 of all makes. The Group has 18,000 employees at 600 locations in 50 countries. Konecranes class A shares are listed on Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION Nasdaq Helsinki Media www.konecranes.com
