KONECRANES PLC STOCK EXCHANGE RELEASE January 20, 2021 at 10:15 EET
Proposals to the Annual General Meeting made by Konecranes Plc’s Shareholders’ Nomination Board and Certain Shareholders
Konecranes Plc’s Shareholders’ Nomination Board (“Nomination Board”) has submitted to the Board of Directors of Konecranes its proposal regarding the remuneration of the Board of Directors to be made to Konecranes' Annual General Meeting to be held on March 30, 2021. The Nomination Board shall, according to its charter, decide unanimously on the proposals to be made to the Annual General Meeting. The Nomination Board has informed the Board of Directors that the Nomination Board did not reach a unanimous proposal regarding the number or election of members of the Board of Directors and that the Nomination Board will therefore not make a proposal on those matters.
The notice to convene the Annual General Meeting will be published later by the company.
Certain Shareholders' Proposal on the Composition of the Board of Directors
The company's shareholders HC Holding Oy Ab, Solidium Oy and Ilmarinen Mutual Pension Insurance Company, representing in the aggregate approximately 21.48 percent of all the shares and votes in the company, have notified the Board of Directors of Konecranes that they propose to the Annual General Meeting that the number of members of the Board of Directors shall be seven (7), that current Board members Janina Kugel, Ulf Liljedahl, Per Vegard Nerseth, Päivi Rekonen, Christoph Vitzthum, Niko Mokkila and Janne Martin be re-elected for a term of office ending at the closing of the Annual General Meeting in 2022, and that Christoph Vitzthum be elected as Chairman of the Board of Directors.
All candidates and the evaluation regarding their independence are presented on the company’s website investors.konecranes.com.
Nomination Board's Proposal on the Remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting to be held on March 30, 2021 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 2022, 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 on Nasdaq Helsinki. The purchase of shares shall be carried out in four equal instalments; each instalment being purchased 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 2021. The company will pay the transaction costs and transfer tax in connection with the purchase 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 the event that the proposed merger of Konecranes and Cargotec is completed, any remaining unpaid remuneration will be paid in cash prorated on the basis of the Board of Directors' actual term in office.
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.
Composition of the Nomination Board
The Nomination Board has comprised Peter Therman, Deputy Chairman of the Board of Directors of Hartwall Capital, Pauli Anttila, Investment Director of Solidium Oy, Mikko Mursula, Deputy CEO and Chief Investment Officer of Ilmarinen Mutual Pension Insurance Company, and Stig Gustavson.
In addition, Christoph Vitzthum, Chairman of the Board of Directors of Konecranes, has served as an expert in the Nomination Board without being a member.
Vice President, Investor Relations
Kiira Fröberg, 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 17,000 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).