NOTICE TO THE ANNUAL GENERAL MEETING OF KONECRANES PLC

Stock exchange releases

KONECRANES PLC STOCK EXCHANGE RELEASE 11 MAY 2020 at 09:15 a.m EEST

NOTICE TO THE ANNUAL GENERAL MEETING OF KONECRANES PLC


Notice is given to the shareholders of Konecranes Plc to the Annual General Meeting to be held on Thursday 11 June 2020 at 10.00 am at the Company’s headquarters at Koneenkatu 8, 05830 Hyvinkää, Finland. Participation and exercise of shareholder rights in the Meeting by shareholders or their proxy representatives is possible only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions given in this notice and otherwise by the Company. Instructions for the participants of the Annual General Meeting can be found in this notice in section “C” Instructions for the participants of the Annual General Meeting. It is not possible to participate in the Meeting at the Meeting venue.

The Board of Directors of the Company has resolved on extraordinary measures pursuant to the temporary legislation approved by the Finnish Parliament on 24 April 2020. In order to prevent the spread of the Covid-19 pandemic the Company has decided to take the measures permitted by the provisional law, so that the Annual General Meeting can be held in a predictable manner, taking into account the health and safety of shareholders, Company personnel and other stakeholders. The Meeting will therefore be held without shareholders’ and their proxy representatives’ presence at the Meeting venue.

The management of the Company will not attend the Meeting. There will be no addresses by the Board of Directors or management at the Meeting and no webcast will be provided. Pre-recorded presentations by the Chairman of the Board and President & CEO will be published on the Company’s website  www.konecranes.com/agm2020 on the day of the Annual General Meeting.

A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order
The Chair of the General Meeting will be Mr Stefan Wikman, Attorney-at-law. In case Stefan Wikman would not be able to act as the Chair of the Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair.

3. Election of a person to scrutinize the minutes and to supervise the counting of votes
The person to confirm the minutes and to verify the counting of votes will be the Company’s General Counsel Sirpa Poitsalo. In case Sirpa Poitsalo would not be able to act as the person to confirm the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have been represented at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.

6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2019
As participation in the Annual General Meeting is possible only in advance, the annual report published on 3 March 2020, which includes the Company’s Annual Accounts, the review by the Board of Directors and the auditor’s report is deemed to have been presented to the Annual General Meeting. The document is available on the Company’s website www.konecranes.com/agm2020. The recorded review of the President & CEO will be published on the Company’s website on the day of the Annual General Meeting.

7. Adoption of the annual accounts
The Board of Directors proposes that the Annual General Meeting adopts the annual accounts. The Auditor of the Company has supported the adoption of the annual accounts.

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.65 per share be paid from the distributable assets of the parent Company. The dividend will be paid to shareholders who on the record date of the dividend payment 15 June 2020 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 23 June 2020.

The Board of Directors also proposes to the Annual General Meeting that the Board of Directors be authorized, in addition to the resolution above, to further decide, at its discretion, on the distribution of dividend in one or several instalments so that the total amount of the dividend distribution based on this authorization shall not exceed EUR 0.55 per share. The authorization is valid until the opening of the next Annual General Meeting. The total aggregate dividend for the financial period 2019 based on the resolution of the Annual General Meeting and possible decisions by the Board of Directors on the payment of dividend based on the authorization would thus be limited to a maximum of EUR 1.20 per share.

The Company will publish the Board's possible decisions on dividend payment separately and will simultaneously confirm the applicable dividend record and payment dates. Dividends paid on the basis of the authorization will be paid to shareholders who on the record date of the dividend payment are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Presentation of the Remuneration Policy
As participation in the Annual General Meeting is possible only in advance, the Konecranes Remuneration Policy covering the principles for remuneration of the members of the Board of Directors, President & CEO and Deputy CEO, which has been published through a stock exchange release on 25 February 2020 as an attachment to the Company's previous notice to the AGM, is deemed to have been presented to the Annual General Meeting. The resolution by the Annual General Meeting on approval of the policy is advisory.

The policy is available on the Company’s website www.konecranes.com/agm2020.

11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the amount of annual remuneration payable to the members of the Board other than the employee representative be unchanged as follows: the remuneration to the Chairman of the Board is EUR 140,000, the remuneration to the Vice Chairman of the Board is EUR 100,000 in the event that a Vice Chairman is elected by the Board, and the remuneration to the other Board members is EUR 70,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2021, 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 Nomination Board proposes that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the Board members at a price determined in public trading. The remuneration shares will be purchased in accordance with a trading plan prepared by the Company. The Company will pay the transaction costs and transfer tax in connection with the purchase or transfer of remuneration shares. In case the remuneration cannot be paid in shares due to legal or other regulatory restrictions or due to other reasons related to the Company or a Board member, the annual remuneration will be paid fully in cash.

In addition, the Chairmen of the Audit Committee and the Human Resources Committee are proposed to be paid a compensation of EUR 3,000 and the other Board members are proposed to be paid a compensation of EUR 1,500 per each attended committee meeting.

No remuneration will be paid to Board members employed by the Company, in accordance with the agreement on employee representation between Konecranes and its employees.

Travel expenses for all Board members, including the employee Board member, will be compensated against receipt.

12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be seven (7).

13. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes that of the current Board members Ms. Janina Kugel, Mr. Ulf Liljedahl, Mr. Per Vegard Nerseth, Ms. Päivi Rekonen and Mr. Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2021, and that Mr. Niko Mokkila and Mr. Janne Martin be elected as new members of the Board of Directors for the same term of office. Mr. Janne Martin has been selected among the employees of Konecranes and is proposed by the Nomination Board to be elected as a full member of the Board in accordance with the agreement on employee representation between Konecranes and its employees.

Mr. Ole Johansson, Mr. Bertel Langenskiöld and Mr. Anders Nielsen of the current members of the Board of Directors have informed the Nomination Board that they are not available to be elected as Board members in the Annual General Meeting.

The Nomination Board recommends that if the above-mentioned candidates are elected Board members by the Annual General Meeting, Mr. Christoph Vitzthum would be elected Chairman of the Board of Directors.

All candidates and the evaluation regarding their independence are presented on the Company’s website www.konecranes.com/agm2020. All candidates have given their consent to the election.

All candidates with the exception of Janne Martin are deemed to be independent of the Company and all candidates with the exception of Niko Mokkila are deemed to be independent of the Company's significant shareholders. Janne Martin is deemed not to be independent of the Company due to his current position as an employee of Konecranes and Niko Mokkila is deemed not to be independent of a significant shareholder of the Company based on his current position as Managing Director at Hartwall Capital Oy Ab.

14. Resolution on the remuneration of the auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration for the auditor be paid according to an invoice approved by the Company.

15. Election of auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy be re-elected as the Company’s auditor for the year ending on 31 December 2020. Ernst & Young Oy has informed the Company that APA Kristina Sandin is going to act as the auditor with the principal responsibility.

16. Amendment to the Articles of Association
The Board of Directors proposes to the Annual General Meeting that § 4 of the Articles of Association of the Company be amended to read as follows:

§ 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 ten (10) director members.

The term of office of the members of the board of directors expires at the end of the first annual general meeting of shareholders following the election.

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.

As a result of the amendment, the Chairman and, if deemed necessary, the Vice Chairman of the Board of Directors may in the future be elected by the General Meeting.

17. Amendment of the Charter of the Shareholders’ Nomination Board
The Board of Directors proposes to the Annual General Meeting that the Charter of the Shareholders' Nomination Board be amended as follows:

§3 Duties of the Nomination Board and remuneration

New section 3 c. would be added as follows, and the numbering of current sections 3 c-e would be changed correspondingly to 3 d-f:

c. the Nomination Board may also prepare and present to the Annual General Meeting, and if necessary, to an Extraordinary General Meeting, a proposal for the Chairman of the Board and, if deemed necessary, the Vice Chairman of the board.

§ 6.1 Preparation of the proposal

The first paragraph of section 6.1 of the Charter would be amended to read as follows:

The Nomination Board shall prepare a proposal to be presented to the General Meeting concerning the composition of the Board of Directors, including the possible employee representative selected in accordance with section 6.2 below. The Nomination Board may also prepare a proposal to the General Meeting regarding the Chairman of the Board of Directors and, if needed, Vice Chairman of the Board of Directors. Any shareholder of the Company may also make proposals directly to the General Meeting in accordance with the Finnish Companies Act.

The charter in the proposed amended form is available in its entirety on the Company’s website www.konecranes.com/agm2020.

18. Authorizing the Board of Directors 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 Annual 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 7,500,000 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 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 11 December 2021.

19. 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 Board of Directors proposes to the Annual 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 7,500,000 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 1,350,000 shares in total together with the authorization in item 20.

The authorization is effective until the end of the next Annual General Meeting, however no longer than until 11 December 2021. However, the authorization for incentive arrangements is valid until 11 June 2025. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2019.

20. Authorizing the Board of Directors to decide on the transfer of the Company’s own shares
The Board of Directors proposes to the Annual 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 7,500,000 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 1,350,000 shares in total together with the authorization in item 19.

This authorization is effective until the next Annual General Meeting of Shareholders, however no longer than until 11 December 2021. However, the authorization for incentive arrangements is valid until 11 June 2025. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2019.

21. Authorizing the Board of Directors to decide on a directed share issue without payment for an employee share savings plan
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on a directed share issue 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 Annual 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 Share Savings 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, within the scope of this Share Savings Plan, to transfer own shares currently held by the Company, which have 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 in the aggregate amount to a maximum total of 500,000 shares, which corresponds to approximately 0.6 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 Share Savings 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 11 June 2025. This authorization is in addition to the authorizations in items 19 and 20 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2019.

22. Authorizing the Board of Directors to decide on donations
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on donations in the aggregate maximum amount of EUR 200,000 to be given to universities, institutions of higher education or to other non-profit or similar purposes. The donations can be made in one or more instalments. The Board of Directors may decide on the beneficiaries and the amount of each donation. The authorization shall be in force until the closing of the next Annual General Meeting.

23. Closing of the meeting

B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Konecranes Plc’s website at www.konecranes.com/agm2020. The annual report, the report of the Board of Directors, and the Auditor’s report as well as the remuneration policy of Konecranes Plc are available on the above-mentioned website. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 25 June 2020 at the latest.

C. Instructions for the participants in the Annual General Meeting
In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that shareholders or their proxy representatives may not be present at the Meeting venue. It is also not possible for a shareholder or his/her proxy representative to participate in the Annual General Meeting by means of real-time telecommunications. Shareholders and their proxy representatives are allowed to participate in the meeting and use their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance according to the instructions below.

1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 1 June 2020 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company. If you do not have a Finnish book-entry account, see section 4. “Holders of Nominee Registered Shares”. A shareholder can participate in the meeting only by voting in advance as described below as well as by making counterproposals and presenting questions.

2. Registration and advance voting
Registration for the meeting and advance voting will begin on 18 May 2020 at 12.00 noon EEST following expiration of the deadline for submitting counterproposals. A shareholder entered in the Company's shareholder register, who wishes to participate in the Annual General Meeting by voting in advance, must register and vote in advance latest on 4 June 2020 at 4.00 pm EEST, by which time the registration and votes need to be received.

At the time of registration, the shareholder needs to provide the requested information such as his/her name, personal identity code or business ID, address and phone number and the name and personal identity code of a possible proxy representative. The personal information collected will only be used in connection with the Annual General Meeting and registrations related to it.

Earlier registration submitted to the cancelled Annual General Meeting, which was convened to be held on 26 March 2020, are not valid for this Annual General Meeting.

A shareholder, whose shares are registered on his/her Finnish book-entry account can register and vote in advance on certain items on the agenda of the Annual General Meeting from 12.00 noon EEST on 18 May 2020 until 4.00 p.m. EEST on 4 June 2020 by the following means:

a) through the Company’s website at www.konecranes.com/agm2020
The book-entry account number of the shareholder is needed for voting in advance  The terms and other instructions concerning the electronic voting are available on the Company’s website www.konecranes.com/agm2020.

b) by mail or email
A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki or by email at [email protected] The advance voting form will be available on the Company’s website no later than on 18 May 2020.

If the shareholder participates in the meeting by sending the votes in advance by mail or email to Euroclear Finland Oy, this constitutes registration for the Annual General Meeting, provided that the above-mentioned information required for registration is provided.

Instructions relating to the advance voting may also be found on the Company’s website at www.konecranes.com/agm2020. Additional information is also available by telephone at +358 20 427 2087 from Monday to Friday at 9.00 am – 4.00 pm EEST.

3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting by way of proxy representation. The proxy representative of a shareholder is also required to vote in advance in the manner instructed in this notice.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A template for a proxy and voting instructions is available on Company’s website www.konecranes.com/agm2020 on 18 May 20 2020 at the latest following the expiration of the deadline for submitting counterproposals. Possible proxy documents should be delivered to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki before the last date for advance voting, by which time the proxy documents must have been received. This requirement applies also to shareholders who have delivered proxy documents to the Company for the Annual General Meeting which was planned to be held on 26 March 2020.

4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 1 June 2020, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 8 June 2020 by 10.00 a.m. EEST. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above. The account management organization of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to nominee-registered shares.

Further information on these matters can also be found on the Company’s website www.konecranes.com/agm2020.

5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the agenda items, to be put to a vote. Such counterproposals are required to be sent to the Company by email to [email protected] no later than by 15 May 2020 at 10.00 am EEST, by which time the counterproposals must have been received. In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be put to a vote, provided that the shareholder has the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be put to a vote at the Meeting, advance votes in favor of the proposal will not be taken into account. The Company will on 18 May 2020 at 12.00 noon EEST publish on its website www.konecranes.com/agm2020 the counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Meeting. Such questions may be delivered by email to [email protected] or by mail to the address Konecranes Oyj, Laura Kiiski, PO box 661, FI-05801 Hyvinkää, Finland by no later than 28 May 2020, by which time the questions must have been received. Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that will not be put to a vote will be available on the Company’s website www.konecranes.com/agm2020 on 2 June 2020 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.

The information on the Annual General Meeting required by the Finnish Limited Liability Companies Act and the Securities Market Act is available on the Company’s website at www.konecranes.com/agm2020.

On the date of this notice to the Annual General Meeting, 11 May 2020, the total number of shares in Konecranes Plc is 79,221,906 shares. The total number of votes is 79,221,906 votes. The Company together with its subsidiaries holds 88,447 treasury shares, in respect of which voting rights cannot be used at the Annual General Meeting.

Changes in shareholdings after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder's voting rights at the Annual General Meeting.

In Hyvinkää, 11 May 2020

KONECRANES PLC
The Board of Directors

FURTHER INFORMATION
Eero Tuulos, 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. In 2019, Group sales totaled EUR 3.33 billion. Including MHE-Demag, the Group has around 18,000 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).

DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com