ARTICLES OF ASSOCIATION OF KONECRANES PLC
§ 1 Business name and domicile of the company
The company’s business name is Konecranes Abp.
In Finnish, the company’s business name is Konecranes Oyj, and in English it is Konecranes Plc.
The company’s domicile is Hyvinkää.
§ 2 The company’s branch of industry
The company’s branch of industry is to carry on purchasing, sales, imports, exports, planning, manufacture and repairs of equipment for materials handling and to let on lease and rent such equipment, and to provide consulting, research, product development and marketing services. The company’s branch of industry is also to carry on factory maintenance and maintenance services. For its branch of industry the company may own and rent real estate and own securities and carry on trade in securities and in real estate. The business can be carried on directly in the company, in subsidiary and affiliated companies and in joint ventures. In its capacity as parent company, the company may attend to administration of the group, consolidated financing, marketing and other consolidated duties and it may own immaterial rights and carry on licensing of these.
§ 3 Book-entry securities system
The company’s shares belong to the book-entry securities system.
§ 4 Board of Directors and term of office
The company has a Board of Directors consisting of no less than five (5) and no more than eight (8) director members.
The Board member’s term of office expires at the end of the first Annual General Meeting of Shareholders following the election.
The Board of Directors elects a Chairman from among its members for the term of office. The Managing Director may be a member of the Board of Directors, but he/she cannot be elected to be Chairman of the Board of Directors.
§ 5 Managing Director and his/her deputy
The company has a Managing Director elected by the Board of Directors. The Board of Directors may elect a deputy for the Managing Director and may elect Vice Managing Directors.
§ 6 Representation of the company
The company is represented by the Board of Directors in full or by the Managing Directors.
The Board of Directors decides on any granting of proxies, so that the proxy-holder together with another proxy-holder has the right to represent the company.
§ 7 Accounting period
The company’s accounting period begins on 1 January and ends on 31 December.
§ 8 Auditor
The company has at least one (1) regular auditor approved by the Central Chamber of Commerce and one deputy auditor, or alternatively at least one (1) auditing corporation approved by the Central Chamber of Commerce. The auditors are elected to their office for the time being.
§ 9 Notice convening the General Meeting of Shareholders
The Board of Directors shall convene the General Meeting of Shareholders by publishing a notice on the company’s Internet pages or in one or more national dailies chosen by the Board of Directors or by sending a written notice to the shareholders by mail no more than three (3) months before the closing date for entries mentioned in the notice and no less than three (3) weeks before the General Meeting of Shareholders. However, the notice shall be issued no less than nine (9) days before the record date of the meeting.
To be allowed to take part in the General Meeting of Shareholders, the shareholder shall report to the company in the manner and within the time stated in the notice. The closing date for entries, which may be no more than ten (10) days before the General Meeting of Shareholders in question, must not be a Saturday, Sunday or any other holiday.
The General Meeting of Shareholders may be held either at the company’s domicile or in Helsinki, Espoo or Vantaa.
§ 10 Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders is to be held each year within six months after the end of the accounting period on a day determined by the Board of Directors.
At the Annual General Meeting of Shareholders, the following are presented:
- the financial statements and the consolidated financial statements;
- the auditor’s report;
the following decisions are taken:
- on confirmation of the financial statements and of the consolidated financial statements;
- on how to use the profit or other unrestricted equity shown by the balance sheet;
- on formal approval of the actions of the members of the Board of Directors and of the Managing Director’s actions;
- on the emoluments for Board members and on the grounds for compensation of their travelling expenses;
- on confirmation of the remuneration for auditors;
- on confirmation of the number of members on the Board of Directors and, when required, of their term of office and, when required, the number of auditors;
the following are elected:
- the members of the Board of Directors;
- when required, the auditor or auditors and a deputy auditor, if any;
the following issues are dealt with:
- other issues mentioned in the notice convening the meeting.
§ 11 Settlement of disputes
Any disputes between the company, the shareholders, the Board of Directors or its member, the Managing Director and/or an auditor shall be finally decided in arbitration proceedings in accordance with the rules for the Arbitration Institute of the Central Chamber of Commerce. Arbitration proceedings are to be held in Finnish or in Swedish in Helsinki, if no party demands that the arbitration proceedings are to be held in English.