The General Meeting of Shareholders is the Company’s highest decision-making body, through which shareholders exercise their decision-making power and right of supervision and control over the Company’s business.
An Annual General Meeting (AGM) must be held within six months after the end of a financial year. An Extraordinary General Meeting (EGM) must be held if shareholders with at least 10 percent of shares so demand in writing to consider a specific issue.
Matters to be discussed at the AGM are defined in Article 10 of Konecranes’ Articles of Association and in Chapter 5, Paragraph 3 of the Companies Act. These matters include the adoption of the financial statements, the distribution of profits, discharging Board members and the Managing Director from personal liability, the election of Board members and auditors, and the fees payable to them. Konecranes’ Articles of Association can be consulted here – Articles of Association.
Information on General Meetings for shareholders
The Board of Directors (Board) shall convene an AGM or EGM by publishing a notice on the Company’s website or in one or more national newspapers or by sending a written notice to shareholders by mail no more than three (3) months and no less than three (3) weeks before a meeting. The notice shall include the proposed agenda.
The Company shall disclose on its website the date by which shareholders shall notify the Board of Directors of any issue that they wish included in the agenda.
The Company will publish the decisions made at General Meetings as stock exchange releases and on the Company’s website without delay after meetings. The minutes of the General Meeting, including those appendices of the minutes that are part of decisions made by the meeting, will be posted on the Company’s website within two weeks of a General Meeting.
Attendance of shareholders
Holders of nominee-registered shares are advised to request their custodian bank to provide them with instructions regarding registration in the Company’s shareholders’ register, the issuing of proxy documents, and registration for the General Meeting well in advance of a meeting. Custodian banks’ account management organization will register a holder of nominee-registered shares wishing to participate in the General Meeting to be temporarily entered in the Company’s shareholders’ register. In order to be entitled to attend an AGM or EGM, a shareholder must be registered as a shareholder in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. on the record day for the meeting. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the Company’s shareholders’ register. Changes in shareholdings that occur after the record date of a General Meeting do not affect a shareholder’s right to participate in a General Meeting or a shareholder’s number of votes.
A registered shareholder wishing to participate in a General Meeting must notify the Company of his/her intention in the order and during the period prescribed in the Notice of the Shareholders’ Meeting. A notification by a holder of nominee-registered shares for temporary inclusion in the Company’s shareholders’ register is understood as prior notice of participation in a General Meeting.
Proxy representative and powers of attorney
A shareholder may participate in a General Meeting in person or through proxy representation. A proxy representative shall produce a dated proxy document or otherwise demonstrate in a reliable manner his/her right to represent the shareholder at a meeting. When a shareholder participates in a General Meeting through several proxy representatives representing the shareholder’s shares held in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified during registration.
Shareholders are requested to inform the Company of any proxies for a General Meeting when they notify their participation. A shareholder and his/her representative may bring an assistant to a meeting.
Shareholder’s right to ask questions and make proposals for resolutions
Every shareholder at a General Meeting has the right to ask questions related to an item on the agenda. A shareholder may send his or her question to be submitted to the meeting to the Company in advance. A shareholder also has the right to table draft resolutions at a meeting in matters that fall within the competence of the General Meeting and that are on the agenda.
Attendance of Board members, the Managing Director, and Auditors at a General Meeting
The President and CEO, holding the position of Managing Director under the Companies Act, the Chairman of the Board, and a sufficient number of directors shall attend General Meetings. In addition, the Company’s Auditor shall be present at Annual General Meetings.
A person proposed as a director for the first time shall participate in the General Meeting that decides on his/her election unless there is good reason for not attending.
The Annual General Meeting for 2018 was held on March 27, 2018 in Hyvinkää, Finland. A total of 550 shareholders representing approximately 67 percent of votes participated either in person or by proxy.
Documents relating to General Meetings
The Notice of a General Meeting, the documents to be submitted, and draft resolutions will be available on the Company’s website at least three weeks before the meeting.