KONECRANES PLC STOCK EXCHANGE RELEASE March 31, 2011 at 13:20
The Annual General Meeting of Konecranes Plc was held on Thursday, March 31, 2011 at 10.00 a.m. at Hyvinkääsali in Hyvinkää, Finland. The meeting approved the company’s annual accounts for the fiscal year 2010 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 5 April 2011 are registered as shareholders in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 13 April 2011.
Composition of the Board of Directors
The AGM approved the proposal of the Nomination and Compensation Committee that the number of members of the Board of Directors is eight (8). The Board members elected at the AGM in 2011 are Mr. Svante Adde, Mr. Kim Gran, Mr. Stig Gustavson, Mr. Tapani Järvinen, Mr. Matti Kavetvuo, Ms. Nina Kopola, 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 100,000
Vice Chairman of the Board: EUR 64,000
Other Board members: EUR 40,000
In addition, a compensation of EUR 1,500 per meeting will be paid for attendance at Board Committee meetings.
The AGM furthermore approved that 40 percent 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 external auditor. The remuneration for the auditor will 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 shall not exceed 6,000,000 shares in total, which corresponds to approximately 9.6 percent 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 percent 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 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 in connection with possible acquisitions, to pay remuneration to Board members 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 30 September 2012.
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 9,000,000 shares, which corresponds to approximately 14.5 percent 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). However, the authorization cannot be used for incentive arrangements.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 September 2012.
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 9.6 percent 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. However, the authorization cannot be used for incentive arrangements.
This authorization shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 30 September 2012.
Minutes of the Meeting
The minutes of the AGM will be available on the Company’s website
www.konecranes.com/agm2011 as of April 14, 2011.
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
Major media
www.konecranes.com
