AGM 2025

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 2024
    
-    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 konecranes.com/agm2025 as of 28 February 2025 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 1.65 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 2025 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend shall be paid on 8 April 2025. 

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 konecranes.com/agm2025 as of 28 February 2025 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.        Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting 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 EUR 160,000 (2024: EUR 150,000),
• the remuneration to the Vice Chair of the Board of Directors EUR 100,000 (2024: EUR 100,000, in the event that a Vice Chair would have been elected), and
• the remuneration to the other members of the Board of Directors EUR 72,000 (2024: 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 2026, 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 2025. 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. The proposed meeting fees remain unchanged from the previous year.

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 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.

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, Gun Nilsson, Sami Piittisjärvi, Päivi Rekonen, Thomas Schulz and Birgit Seeger be re-elected for a term of office ending at the closing of the Annual General Meeting in 2026. The Shareholders’ Nomination Board proposes that Pasi Laine be elected as Chair of the Board of Directors and Ulf Liljedahl as Vice 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. 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 confirming 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.    Amendment of the Articles of Association

The Board of Directors proposes that the Annual General meeting would decide to amend the Company’s Articles of Association to read in its entirety as presented in Appendix 1 of this notice to the Annual General Meeting. 

The purpose of the proposed amendments to the Articles of Association is to update the Articles of Association to better reflect currently applicable regulations. In addition, the provisions of the Articles of Association concerning the term of office of the auditor and the sustainability reporting assurance provider will enable the election of the auditor and the sustainability reporting assurance provider more flexibly than currently, also for a term of office commencing later, as proposed in items 17 and 20 of this notice to the Annual General Meeting. 

The material amendments proposed to the Articles of Association are:

• amending § 6 concerning the representation of the Company to the effect that the Company may also be represented by the Chair of the Board of Directors alone, as well as two members of the Board of Directors jointly;
• updating the current § 8 concerning the auditor to better reflect the market practice and currently applicable regulations, as well as amending the provision concerning the auditor’s term of office;
• adding a new § 9 concerning the sustainability reporting assurance provider and its term of office; 
• amending § 11 (current § 10) concerning the Annual General Meeting to better reflect the market practice and currently applicable regulations; as well as
• removing Swedish as a language for arbitration proceedings from § 12 (current § 11), for such provision of the Articles of Association to better reflect the Company’s earlier decision to discontinue the use of Swedish as a reporting language starting from 1 January 2024, as well as the resolution by the Annual General Meeting 2024 to change the language of the Articles of Association from Swedish to Finnish.

The proposal of the Board of Directors for the amended Articles of Association is presented in Appendix 1 of this notice to the Annual General Meeting. The proposed amended Articles of Association as well as a comparison against the current Articles of Association are available in their entirety on the Company’s website at konecranes.com/agm2025.

15.    Resolution on the remuneration of the auditor for the terms of office 2025 and 2026

    Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration for the auditor to be elected in items 16 and 17, each respectively, be paid according to an invoice approved by the Company.

16.    Election of the auditor for the term of office 2025

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 auditor for a term of office expiring at the closing of the Annual General Meeting 2026. Ernst & Young Oy has informed the Company that APA Toni Halonen is going to act as the auditor with the principal responsibility.

17.    Election of the auditor for the term of office 2026

Konecranes has an obligation to organize an audit firm election procedure in accordance with the EU Audit Regulation (537/2014, as amended) concerning the audit for the financial year 2026 (mandatory auditor rotation). As the EU Audit Regulation requires to include a minimum of two candidates in the recommendation of the Audit Committee and the candidates’ possibilities to provide services to Konecranes until the General Meeting deciding on the election is restricted, the Board of Directors proposes for practical reasons that the auditor would be elected for the term of office 2026 already in this Annual General Meeting 2025. The election of an auditor for the term of office 2026 already in this Annual General Meeting would also provide the elected audit firm time to prepare for the new audit engagement. 

Based on the above and upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Deloitte Oy be elected as the auditor for a term of office commencing at the closing of the Annual General Meeting 2026 and expiring at the closing of the Annual General Meeting 2027. Deloitte Oy has informed the Company that APA Marika Nevalainen is going to act as the auditor with the principal responsibility.

The proposal concerning the election of the auditor for the term of office 2026 is conditional upon the Annual General Meeting deciding to amend § 8 of the Articles of Association in accordance with the proposal of the Board of Directors presented above in item 14. The resolution in accordance with this proposal concerning the election of the auditor for the term of office 2026 shall enter into force once the amended Articles of Association have been registered in the Finnish Trade Register.

18.    Resolution on the remuneration of the sustainability reporting assurance provider for the terms of office 2025 and 2026

Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration for the sustainability reporting assurance provider to be elected in items 19 and 20, each respectively, be paid according to an invoice approved by the Company.

19.    Election of the sustainability reporting assurance provider for the term of office 2025

Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy be elected as the sustainability reporting assurance provider for a term of office expiring at the closing of the Annual General Meeting 2026. Ernst & Young Oy has informed the Company that APA, Authorized Sustainability Auditor (ASA) Toni Halonen is going to act as the sustainability auditor with the principal responsibility.

20.    Election of the sustainability reporting assurance provider for the term of office 2026

Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Deloitte Oy be elected as the sustainability reporting assurance provider for a term of office commencing at the closing of the Annual General Meeting 2026 and expiring at the closing of the Annual General Meeting 2027. Deloitte Oy has informed the Company that APA, Authorized Sustainability Auditor (ASA) Marika Nevalainen is going to act as the sustainability auditor with the principal responsibility.

The proposal concerning the election of the sustainability reporting assurance provider for the term of office 2026 is conditional upon the Annual General Meeting deciding to add a new § 9 into the Articles of Association in accordance with the proposal of the Board of Directors presented above in item 14. The resolution concerning the election of the sustainability reporting assurance provider for the term of office 2026 in accordance with this proposal shall enter into force once the amended Articles of Association have been registered in the Finnish Trade Register.

21.     Amendment to the Charter of the Shareholders' Nomination Board

On the initiative of the Shareholders’ Nomination Board, the Board of Directors proposes to the Annual General Meeting that paragraph 2 of the Charter of the Shareholders' Nomination Board is amended to the effect that the shareholders entitled to appoint a member to the Shareholders’ Nomination Board shall be determined on the basis of the shareholders’ register of the Company maintained by Euroclear Finland Oy on 31 May (on 31 August in accordance with the current Charter) each year. Corresponding technical amendments are also proposed to other dates and deadlines in paragraph 2 of the Charter.

In addition, paragraph 10 of the Charter is proposed to be amended so that the mention of the Charter being prepared in Swedish is removed.

The Charter of the Shareholders’ Nomination Board in its proposed amended form as well as a comparison against the current Charter are available in their entirety on the Company’s website konecranes.com/agm2025.

22.    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 as at the date of this notice to the Annual General Meeting. 

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 2026.

23.    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 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 as at the date of this notice to the Annual General Meeting.

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 24.

The authorization is effective until the closing of the next Annual General Meeting, but no longer than until 27 September 2026. However, the authorization for incentive arrangements is effective until 27 March 2030. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2024.

24.    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 as at the date of this notice to the Annual General Meeting. 

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 more than 1,350,000 shares in total together with the authorization in item 23.

This authorization is effective until the closing of the next Annual General Meeting, but no longer than until 27 September 2026. However, the authorization for incentive arrangements is effective until 27 March 2030. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2024.

25.     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 as at the date of this notice to the Annual General Meeting.

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 2030. This authorization is effective in addition to the authorizations in items 23 and 24 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2024.

26.    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 granting donations of up to a total amount of EUR 400,000 in one or more instalments for purposes of general interest or similar purposes, and to decide on the recipients, more specific uses, as well as the amount of each donation and other terms of the donations.

In addition, the Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on granting donations of up to a total amount of EUR 400,000 in one or more instalments for occasional emergency aid or similar purposes as needed, and to decide on the recipients, more specific uses, as well as the amount of each donation and other terms of the donations.

The authorizations are valid until the closing of the next Annual General Meeting.

27.     Closing of the meeting
 

Proposal by the Board of Directors for adoption of the annual accounts

Proposal by the Board of Directors for the resolution on 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 the composition of the Board of Directors

Proposal by the Board of Directors for amendment of the Articles of Association
-   The proposed amended Articles of Association
-   A comparison against the current Articles of Association

Proposal by the Board of Directors for the remuneration of the Auditor for the terms of office 2025 and 2026

Proposal by the Board of Directors for the election of the Auditor for the term of office 2025

Proposal by the Board of Directors for the election of the Auditor for the term of office 2026

Proposal by the Board of Directors for the remuneration of the Sustainability Reporting Assurance Provider for the terms of office 2025 and 2026

Proposal by the Board of Directors for election of the Sustainability Reporting Assurance Provider for the term of office 2025

Proposal by the Board of Directors for election of the Sustainability Reporting Assurance Provider for the term of office 2026

Proposal by the Board of Directors for the amendment of the Charter of the Shareholders' Nomination Board
-   The proposed amended Charter 
-   A comparison against the current Charter

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

Proposal by the Board of Directors for authorizing 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 for authorizing the Board of Directors to decide on donations

 

Annual Review 2024

Governance and Financial Review 2024

The Governance and Financial Review includes the Corporate Governance Statement, the Remuneration Report and the Financial Review. The Financial Review consists of the Board of Directors' report, including the Sustainability Statement (the CSRD report), and the Financial Statements.

Additional information regarding attendance

Registration and Advance Voting Form

Template for proxy document

 

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