Konecranes Plc’s Annual General Meeting 2024
The Annual General Meeting of Konecranes Plc ("Konecranes" or the "Company") was held on Wednesday 27 March 2024 at 10.00 am EET at Hyvinkääsali (address: Kauppatori 1, FI-05800 Hyvinkää, Finland).
The meeting approved the Company's annual accounts for the fiscal year 2023, discharged the members of the Board of Directors and the CEO from liability, and approved all proposals made by the Board of Directors and its committees and the Shareholders' Nomination Board to the AGM.
Notice to the Annual General Meeting
Resolutions of Konecranes Plc's Annual General Meeting of shareholders
Minutes of the Annual General Meeting 27 March 2024
Presentations
Review by the CEO, Anders Svensson (video recording)
Review by the CEO, Anders Svensson (pdf)
Remuneration report and Remuneration policy - Chair of the Board, Christoph Vitzthum (pdf)
Important dates
| February 2, 2024 | Notice of the General Meeting published |
| February 5, 2024 at 9 am EET | Registration and advance voting begin |
| March 15, 2024 | Record date of the General Meeting |
| March 20, 2024 at 4 pm EET | Registration and advance voting end |
| March 20, 2024 at 4 pm EET | Deadline for proxy documents |
| March 22, 2024 at 10 am EET | Registration ends (Holders of nominee registered shares) |
| March 27, 2024 at 10 am EET | General Meeting |
| April 2, 2024 | Proposed date of record for dividend distribution |
| April 10, 2024 | Proposed payment date for dividend distribution |
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 2023
- 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/agm2024 as of 28 February 2024 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 1.35 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 2 April 2024 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend shall be paid on 10 April 2024.
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 Remuneration Report will be available on the Company’s website www.konecranes.com/agm2024 as of 28 February 2024 at the latest.
The Board of Directors proposes that the Annual General Meeting approves the Remuneration Report. The resolution by the Annual General Meeting on approval of the Remuneration Report is advisory.
11. Presentation of the Remuneration Policy
The Remuneration Policy will be available on the Company’s website www.konecranes.com/agm2024 as of 28 February 2024 at the latest.
The Board of Directors proposes that the Annual General Meeting decides to support the Remuneration Policy for the governing bodies. The resolution by the Annual General Meeting on approval of the Remuneration Policy is advisory.
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 annual remuneration for the Board of Directors and the meeting fees for the committees and meetings of the Board of Directors remain unchanged. 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 Chair of the Board of Directors is EUR 150,000, the remuneration to the Vice Chair of the Board of Directors is EUR 100,000 in the event that a Vice Chair is elected by the Board, 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 2025, 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 2024. 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 Chair of the Audit Committee is paid a meeting fee of EUR 5,000, the Chair 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 meeting fee is paid for decisions that are confirmed in writing without a 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.
13. 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 eight (8). However, should any of the candidates proposed by the Shareholders' Nomination Board withdraw their candidacy before the Annual General Meeting, the proposed number of Board members shall automatically be decreased correspondingly.
14. 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, Gun Nilsson, Sami Piittisjärvi, and Päivi Rekonen be re-elected for a term of office ending at the closing of the Annual General Meeting in 2025, and that Thomas Schulz and Birgit Seeger be elected as new members of the Board of Directors for the same term of office. Niko Mokkila, Helene Svahn and Christoph Vitzthum of the current Board members were not available for re-election.
The Shareholders’ Nomination Board proposes that Pasi Laine be elected as Chair of the Board of Directors.
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 CVs, photographs and evaluation regarding the independence of the proposed new candidates will be made available on the Company’s website at www.konecranes.com/agm2024 by February 28, 2024, at the latest. Based on the evaluation of the Shareholders' Nomination Board, the proposed candidates are deemed independent of Konecranes and of Konecranes' significant shareholders, with the exception of Pauli Anttila who is deemed independent of Konecranes but not independent of its significant shareholder Solidium, and Sami Piittisjärvi who is deemed not to be independent of Konecranes but is deemed independent of its significant shareholders.
Sami Piittisjärvi is proposed to be elected from candidates put forward by the employees of Konecranes in accordance with the agreement on employee representation between Konecranes and its employees.
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.
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.
The auditor would also be paid remuneration for services rendered for sustainability reporting assurance services according to an invoice approved by the Company.
16. Election of the 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.
If elected as the auditor, Ernst & Young Oy would also act as the sustainability reporting assurance provider of the Company for a term of office expiring at the closing of the Company's next Annual General Meeting.
17. Changing the language of the Company's Articles of Association and registered business name
As announced on 15 June 2023, Konecranes has updated its disclosure policy and, starting from 1 January 2024, the Company has discontinued the use of Swedish as a reporting language. With this decision, Konecranes has aimed to ensure the speed and efficiency of its financial reporting and publication of releases. In addition, the usage of materials produced in Swedish has been low.
The Board of Directors proposes that the Annual General Meeting would decide to change the language of the Company's Articles of Association and the Company's business name as follows:
- The language of the Company's registered Articles of Association is proposed to be changed from Swedish to Finnish;
- The Company's business name is proposed to be amended into its Finnish language form Konecranes Oyj; and
- The Company's currently registered business name Konecranes Abp is proposed to be adopted as the Company's Swedish language parallel name.
Following the amendment, § 1 of the Articles of Association would read as follows:
"§ 1 Business name and domicile of the company
The company's business name is Konecranes Oyj.
In Swedish, the company's business name is Konecranes Abp, and in English it is Konecranes Plc.
The company's domicile is Hyvinkää."
The established Finnish language version of the Articles of Association proposed to be adopted by the Annual General Meeting, including the proposed change of the Company's business name and parallel name, is available in its entirety on the Company's website www.konecranes.com/agm2024 together with English and Swedish translations of the Articles of Association.
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 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, but no longer than until 27 September 2025.
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 (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 to issue shares or special rights 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 closing of the next Annual General Meeting, but no longer than until 27 September 2025. However, the authorization for incentive arrangements is effective until 27 March 2029. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2023.
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 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 to transfer shares for incentive arrangements, however, not with respect to more than 1,350,000 shares in total together with the authorization in item 19.
This authorization is effective until the closing of the next Annual General Meeting, but no longer than until 27 September 2025. However, the authorization for incentive arrangements is effective until 27 March 2029. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2023.
21. 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 27 March 2029. This authorization is effective 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 2023.
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 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 installments. 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.
23. Closing of the meeting
Proposal by the Board of Directors for the adaption of the annual accounts
Shareholders' Nomination Board's proposal for the 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 the auditor
Articles of Associations with proposed changes included
Proposal by the Board of Directors for authorizing the Board of Directors to decide on donations
Annual Review 2023
Governance and Financial Review 2023
The Governance and Financial Review includes the Corporate Governance Statement, the Remuneration Report, the Report of the Board of Directors and the Financial Statements.