AGM 2021

Konecranes Plc’s Annual General Meeting 2021

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.

Minutes of the Annual General Meeting 30 March 2021

RESOLUTIONS OF KONECRANES PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE TO THE ANNUAL GENERAL MEETING OF KONECRANES PLC

Video recording of the live stream presentation:

Rob Smith - President and CEO’s presentation (presented in connection with the AGM⁽¹⁾)

Rob Smith - President and CEO's presentation (Powerpoint)

(1): In accordance with Temporary Legislation, the CEO Review was presented in connection with the AGM but was not part of official meeting.

Important dates

1 March 2021	Notice of the General Meeting published
8 March 2021 at 10.00 am EET	Deadline for shareholders’ counterproposals to be put to a vote
9 March 2021 at 12.00 noon EET	Publication of counterproposals to be put to a vote
9 March 2021 at 12.00 noon EET	Registration and advance voting begin
16 March 2021	Deadline for shareholders’ advance questions
18 March 2021	Record date of the General Meeting
19 March 2021	Answers to advance questions of the shareholders
24 March 2021 at 4.00 pm EET	Registration and advance voting end
24 March 2021 at 4.00 pm EET	Deadline for proxy documents
25 March 2021 at 10.00 am EET	Registration and advance voting end (Holders of nominee registered shares)
30 March 2021 at 10.00 am EET	General Meeting
1 April 2021	Date of record for dividend distribution
13 April 2021	Payment date for dividend distribution

1. Opening of the meeting

2. Calling the meeting to order

Attorney-at-law Stefan Wikman shall act as the Chairman of the meeting. If due to weighty reasons Stefan Wikman is not able to act as Chairman, the Board of Directors shall appoint another person it deems most suitable to act as Chairman.

3. Election of a person to scrutinize the minutes and to supervise the counting of votes

The Company’s General Counsel Sirpa Poitsalo shall scrutinize the minutes and supervise the counting of the votes. In case Sirpa Poitsalo would not be able to act as the person to scrutinize the minutes and to supervise the counting of the votes due to weighty reasons, the Board of Directors shall appoint 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 during the advance voting period 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 Innovatics Oy and Euroclear Finland Oy.

6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2020

As participation in the Annual General Meeting is possible only in advance, the annual report, 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 will be available on the Company’s website www.konecranes.com/agm2021 on 5 March at the latest.

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 0.88 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.

9. Resolution to authorize 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 have 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.

Hence, the Company’s Board of Directors proposes to the Annual General Meeting that the Annual General Meeting:

Authorizes 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 would be 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.

10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2020

11. Presentation of the Remuneration Report

As participation in the Annual General Meeting is possible only in advance, the Konecranes Remuneration Report covering the remuneration of the members of the Board of Directors, President & CEO and Deputy CEO in 2020, which will be published through a stock exchange release on 5 March 2021 at the latest, is deemed to have been presented to the Annual General Meeting. The resolution by the Annual General Meeting on approval of the Remuneration report is advisory.

The Remuneration Report will also be available on the Company’s website www.konecranes.com/agm2021 on 5 March 2021 at the latest.

12. 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 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.

13. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board of the Company 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.

14. Election of members 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 per cent of all the shares and votes in the Company, have notified the Board of Directors that they propose to the Annual General Meeting that 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 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. 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.

15. 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.

16. 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 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 is going to act as the auditor with the principal responsibility.

17. 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 30 September 2022.

18. 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 19.

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.

19. 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 18.

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.

20. 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 shares without payment, 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 30 March 2026. This authorization is in addition to the authorizations in items 18 and 19 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2020.

21. 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.

22. Closing of the meeting