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Konecranes Oyj — AGM Information 2021
Mar 30, 2021
3220_rns_2021-03-30_8467d4eb-0b35-4e4f-ae74-6aeda179c53c.html
AGM Information
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RESOLUTIONS OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
RESOLUTIONS OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
KONECRANES PLC STOCK EXCHANGE RELEASE 30 MARCH 2021 at 12:15 EEST
RESOLUTIONS OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of Konecranes Plc ("Konecranes" or the "Company") was
held today, on Tuesday 30 March 2021 at 10.00 am at the Company’s address at
Keilaranta 13 A, 02150 Espoo, Finland.
In order to prevent the spread of the COVID-19 pandemic, the Annual General
Meeting was held without shareholders’ and their proxy representatives’ presence
at the meeting venue.
The meeting approved the Company's annual accounts for the fiscal year 2020,
discharged the members of the Board of Directors and the persons who had served
as CEO from liability, and approved all proposals made by the Board of Directors
and its committees to the AGM.
Payment of dividend
The AGM approved the Board's proposal that a dividend of EUR 0.88 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 1 April 2021
are registered as shareholders in the Company’s shareholders’ register
maintained by Euroclear Finland Ltd. The dividend shall be paid on 13 April
2021.
Authorizing the Board of Directors to resolve upon an extra distribution of
funds
On 1 October 2020, the Company and Cargotec Corporation (“Cargotec”) announced
that their respective Boards of Directors had signed a combination agreement
(the “Combination Agreement”) and a merger plan to combine the two companies
through a merger (the “Merger”). The Merger was approved by the Extraordinary
General Meetings of the respective companies on 18 December 2020.
The Board of Directors of the Company and Cargotec have in the Combination
Agreement agreed that the Company may, in addition to the ordinary distribution
set out in Section 8 above, propose that its Board of Directors would be
authorized to resolve upon an extra distribution of funds in the total amount of
approximately EUR 158 million, corresponding to EUR 2.00 per share, to the
Company’s shareholders before the Merger is completed.
The AGM approved the Board's proposal and authorized the Board of Directors to
resolve, before the completion of the Merger, on an extra distribution of funds
to be paid either from the Company’s reserve for invested unrestricted equity as
a return of equity or from its retained earnings as a dividend or as a
combination of both so that the total maximum amount of funds to be distributed
under the authorization would amount to EUR 158,268,918 corresponding to EUR
2.00 per share.
The authorization is in force until the opening of the following Annual General
Meeting of the Company.
The Company will separately publish its Board of Directors’ resolution to
distribute funds based on the authorization and will simultaneously confirm the
applicable record and payment dates. Funds paid on the basis of the
authorization will be paid to shareholders who are registered as shareholders in
the Company’s shareholders’ register maintained by Euroclear Finland Oy on the
record date of the payment.
Remuneration Report
The AGM decided to approve the Konecranes Remuneration Report covering the
remuneration of the members of the Board of Directors, President & CEO and
Deputy CEO in 2020. The resolution by the Annual General Meeting on the
Remuneration report is advisory.
Remuneration of the members of the Board of Directors
The AGM confirmed 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 AGM furthermore approved 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.
The AGM furthermore approved that the Chairmen of the Audit Committee and the
Human Resources Committee are entitled to a compensation of EUR 3,000 and the
other Board members are entitled to 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 Board of Directors
The AGM approved the proposal of the Company’s shareholders HC Holding Oy Ab,
Solidium Oy and Ilmarinen Mutual Pension Insurance Company, that the number of
members of the Board of Directors shall be seven (7).
The current Board members Ms. Janina Kugel, Mr. Ulf Liljedahl, Mr. Janne Martin,
Mr. Niko Mokkila Mr. Per Vegard Nerseth, Ms. Päivi Rekonen and Mr. Christoph
Vitzthum were re-elected for a term of office ending at the closing of the
Annual General Meeting in 2022, and Christoph Vitzthum was elected as Chairman
of the Board of Directors.
Election of auditor and their remuneration
The AGM decided to re-elect Ernst & Young Oy as the Company’s auditor for a term
expiring at the end of the Annual General Meeting following the election. Ernst
& Young Oy has informed the Company that APA Toni Halonen will act as the
auditor with the principal responsibility. The remuneration for the auditor will
be paid according to an invoice approved by the Company.
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 number 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 30 September 2022.
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
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 the next item.
The authorization is effective until the end of the next Annual General Meeting,
however no longer than until 30 September 2022. However, the authorization for
incentive arrangements is valid until 30 March 2026. This authorization revokes
the authorization for incentive arrangements given by the Annual General Meeting
2020.
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 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 the previous item.
This authorization is effective until the end of the next Annual General Meeting
of Shareholders, however no longer than until 30 September 2022. However, the
authorization for incentive arrangements is valid until 30 March 2026. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2020.
Authorizing the Board of Directors to decide on a directed share issue without
payment for an employee share savings plan
The AGM authorized the Board of Directors 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 AGM authorized the Board of Directors 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 shares without payment, as well as to decide on the share
issue without payment also to the Company itself. The 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 is entitled to decide on other matters concerning the
share issue. The authorization concerning the share issue is valid until 30
March 2026. This authorization is in addition to the authorizations in the
previous items above. This authorization replaces the authorization for the
Share Savings Plan given by the Annual General Meeting 2020.
Authorizing the Board of Directors to decide on donations
The AGM authorized 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
is in force until the closing of the next Annual General Meeting.
Minutes of the Meeting
The minutes of the AGM will be available on the Company's website
www.konecranes.com/agm2021 as from 13 April 2021 at the latest.
KONECRANES PLC
Kiira Fröberg,
Vice President, Investor Relations
FURTHER INFORMATION
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 2020, Group
sales totaled EUR 3.2 billion. The Group has around 16,900 employees in 50
countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com