AGM 2023

1.    Opening of the meeting

2.    Calling the meeting to order

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

4.     Recording the legality of the meeting

5.    Recording the attendance at the meeting and adoption of the list of votes

6.    Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2022
    
-    Review by the CEO

The annual accounts, the report of the Board of Directors and the auditor’s report will be available on the Company’s website www.konecranes.com/agm2023 as of 28 February 2023 at the latest.

7.    Adoption of the annual accounts

The Board of Directors proposes that the Annual General Meeting adopts the annual accounts.

8.    Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.25 per share be distributed from the distributable assets of the parent company. The dividend shall be paid to shareholders who on the record date of the dividend payment on 31 March 2023 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend shall be paid on 12 April 2023.

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

10.     Presentation of the Remuneration Report

The resolution by the Annual General Meeting on approval of the Remuneration report is advisory.
The Remuneration Report will be available on the Company’s website www.konecranes.com/agm2023 as of 28 February 2023 at the latest.

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 annual remuneration for the Board of Directors and the meeting fees for the committees and meetings of the Board of Directors remain unchanged, except for the annual remuneration for the Chairman of the Board of Directors and the meeting fee of the Chairman of the Audit Committee, which are proposed to be increased. The Shareholders’ Nomination Board proposes that annual remuneration is paid to the members of the Board of Directors, other than the employee representative, as follows: the remuneration to the Chairman of the Board of Directors is EUR 150,000 (EUR 140,000 in 2022), the remuneration to the Vice Chairman of the Board of Directors is EUR 100,000, and the remuneration to the other members of the Board of Directors is EUR 70,000. In case the term of office of a member of the Board of Directors ends before the closing of the Annual General Meeting in 2024, 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 Shareholders’ Nomination Board proposes that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the members of the Board of Directors 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 2023. 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 member of the Board of Directors, the annual remuneration will be paid fully in cash.

The Shareholders’ Nomination Board proposes that members of the Board of Directors are eligible for a meeting fee of EUR 1,000 for each meeting that they attend. For meetings of the committees of the Board of Directors, the Chairman of the Audit Committee is paid a meeting fee of EUR 5,000 (EUR 3,000 in 2022), the Chairman of the Human Resources Committee is paid a meeting fee of EUR 3,000, and the other committee members are paid a meeting fee of EUR 1,500 per each attended committee meeting.

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

Travel expenses for all members of the Board of Directors, including the employee member of the Board of Directors, 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 nine (9).

13.    Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes that of the current Board members Pauli Anttila, Pasi Laine, Ulf Liljedahl, Niko Mokkila, Sami Piittisjärvi, Päivi Rekonen, Helene Svahn and Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2024, and that Gun Nilsson be elected as a new member of the Board of Directors for the same term of office. Janina Kugel and Per Vegard Nerseth of the current Board members were not available for re-election. The Shareholders’ Nomination Board proposes that Christoph Vitzthum be elected as Chairman of the Board of Directors and that Pasi Laine be elected as Vice Chairman of the Board of Directors.

Sami Piittisjärvi is being proposed from candidates put forward by the employees of Konecranes in accordance with the agreement on employee representation between Konecranes and its employees.

CVs, photographs and the evaluation regarding the independence of the current members of the Board of Directors are presented on the Company’s website at investors.konecranes.com/board-directors, and the CV, photograph and evaluation regarding the independence of the proposed new candidate will be made available on the Company’s website at www.konecranes.com/agm2023 as of 28 February 2023 at the latest.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets the other requirements of the Finnish Corporate Governance Code for listed companies.

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 a term of office expiring at the closing 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.

16.    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 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 shall decide 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 issuances of shares 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 the members of the Board of Directors, 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 closing of the next Annual General Meeting, however no longer than until 28 September 2024.

17.    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 (624/2006, as amended) as follows.

The number 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 shall decide 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 issuance). 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.

The authorization is effective until the closing of the next Annual General Meeting, however no longer than until 28 September 2024. However, the authorization for incentive arrangements is effective until 28 March 2028. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2022.

18.    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 shall decide 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 issuance). 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 Finnish Companies Act. The authorization can also be used for incentive arrangements, however, not with respect to more than 1,350,000 shares in total together with the authorization in item 17.

This authorization is effective until the closing of the next Annual General Meeting, however no longer than until 28 September 2024. However, the authorization for incentive arrangements is effective until 28 March 2028. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2022.

19.     Authorizing the Board of Directors to decide on a directed issuance of shares 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 issuance of shares 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 issuance 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 issuance of shares 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 issuance of shares 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 Konecranes Group’s personnel.

The Board of Directors is entitled to decide on other matters concerning the issuance of shares. The authorization concerning the issuance of shares is effective until 28 March 2028. This authorization is effective in addition to the authorizations in items 17 and 18 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2022.

20.    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 400,000 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 effective until the closing of the next Annual General Meeting.

21.     Closing of the meeting

Proposal by the Board of Directors for adoption of the Annual Accounts

Proposal by the Board of Directors for the use of the profit shown on the balance sheet and the distribution of dividend 

Shareholders' Nomination Board's proposal for the remuneration of the members of the Board of Directors

Shareholders' Nomination Board's proposal for composition of the Board of Directors

Proposal by the Board of Directors for the remuneration of the auditor

Proposal by the Board of Directors for the election of auditor

Proposal by the Board of Directors to authorize the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares 

Proposal by the Board of Directors to authorize the Board of Directors to decide on the issuance of shares as well as on the issuance of special rights entitling to shares

Proposal by the Board of Directors to authorize the Board of Directors to decide on the transfer of the Company's own shares

Proposal by the Board of Directors to authorize the Board of Directors to decide on a directed issuance of shares without payment for an employee share savings plan

Proposal by the Board of Directors to authorize the Board of Directors to decide on donations

New Board candidate proposed by the Shareholders' Nomination Board

Annual Review 2022
Governance and Financial Review 2022
The Governance and Financial Review includes the Corporate Governance Statement, the Remuneration Report, the Board of Director's Report and the Financial Statements.

Sustainability Report 2022

Proxy

Additional information regarding attendance to the shareholders meeting

Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting, i.e. on 17 March 2023, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy.

The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has temporarily been registered into the shareholders’ register maintained by Euroclear Finland Oy at the latest by 24 March 2023 at 10.00 am EET. As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting.

Holders of nominee-registered shares are advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy authorization documents and voting instructions and registration for the Annual General Meeting from their custodian. The account manager of the custodian is required to temporarily register a holder of nominee-registered shares that wants to participate in the Annual General Meeting into the shareholders’ register of the Company at the latest by the time stated above.

For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the Annual General Meeting on the Company’s website, as they must be registered through their custodians instead.

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