Konecranes Plc’s Annual General Meeting 2026
The Annual General Meeting will be held on Thursday, March 26, 2026 at 10.00 am EET at Hyvinkääsali (address: Kauppatori 1, 05800 Hyvinkää, Finland).
Notice to the Annual General Meeting
Important dates
| February 5, 2026 | Notice of the General Meeting published |
| February 9, 2026 at 9 am EET | Registration begins |
| March 16, 2026 | Record date of the General Meeting |
| March 19, 2026 at 4 pm EET | Registration ends |
| March 19, 2026 at 4 pm EET | Deadline for proxy documents |
| March 23, 2026 at 10 am EET | Registration ends (Holders of nominee registered shares) |
| March 26, 2026 at 10 am EET | General Meeting |
| March 30, 2026 | Proposed date of record for dividend distribution |
| April 8, 2026 | 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 2025
- 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/agm2026 as of 2 March 2026 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 2.25 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 30 March 2026 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend shall be paid on 8 April, 2026. For the sake of clarity, if the Annual General Meeting decides on a share issue without payment (share split) in accordance with the proposal of the Board of Directors presented below in item 14, the new shares to be issued in the share split will not be entitled to the dividend.
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/agm2026 as of 2 March 2026 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 as follows:
• the remuneration to the Chair of the Board of Directors EUR 160,000 (2025: EUR 160,000),
• the remuneration to the Vice Chair of the Board of Directors EUR 100,000 (2025: EUR 100,000), and
• the remuneration to the other members of the Board of Directors EUR 72,000 (2025: EUR 72,000).
In case the term of office of a member of the Board of Directors ends before the closing of the Annual General Meeting in 2027, 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 2026. 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 the employee representative for participation in the Board meetings, 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 representative, 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 Pasi Laine, Ulf Liljedahl, Gun Nilsson, 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 2027, and that Matts Rosenberg and Marco Wirén be elected as new members of the Board of Directors for the same term of office. Pauli Anttila and employee representative Sami Piittisjärvi of the current Board members are not available for re-election.
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, and the CVs, photographs and evaluation regarding the independence of the proposed new candidates will be made available on the company’s website at investors.konecranes.com/agm-2026 by March 2, 2026, 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 CEO of Solidium Oy, Matts Rosenberg, who is deemed independent of Konecranes but not independent of its significant shareholder Solidium.
The agreement on employee representation between Konecranes and its employees has been changed so that as of the 2026 Annual General Meeting the employee representative will not be a member of the Board but shall act as a nominated expert with a right of attendance and right to participate in discussions. The Shareholders’ Nomination Board has appointed Ari Bertula as the employee representative.
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. Issuance of shares without payment (share split)
The Board of Directors proposes to the Annual General Meeting that due to the high unit price of the Company’s shares and in order to enhance their liquidity, new shares shall be issued to the shareholders without payment in proportion to their holdings so that two (2) additional new shares are issued for each existing share (share split). In addition, new shares will similarly be issued without payment to the Company itself on the basis of treasury shares held by the Company.
Based on the number of shares as at the date of this notice to the Annual General Meeting, a total of 158,443,812 new shares would be issued in the share split. The shares shall be issued to the shareholders that are registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of the share issue on 30 March 2026.
The share issue without payment shall be executed in the book-entry system and will not require any actions by the shareholders. The new shares will confer shareholder rights when they have been registered in the Finnish Trade Register on or about 30 March 2026. The recording of the new shares in the shareholders’ book-entry accounts is planned to occur on or about 31 March 2026. The new shares issued in the share split will not be entitled to the dividend proposed in item 8 above.
15. 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. However, if the Annual General Meeting decides on a share issue without payment (share split) in accordance with the proposal of the Board of Directors presented above in item 14, the number of own shares to be repurchased and/or accepted as pledge based on this authorization shall instead not exceed 22,500,000 shares in total, which corresponds to approximately 9.5 per cent of all of the shares in the Company after the new shares to be issued in the share issue without payment pursuant to item 14 above have been registered.
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 26 September 2027.
16. 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. However, if the Annual General Meeting decides on a share issue without payment (share split) in accordance with the proposal of the Board of Directors presented above in item 14, the number of shares to be issued based on this authorization shall instead not exceed 22,500,000 shares, which corresponds to approximately 9.5 per cent of all of the shares in the Company after the new shares to be issued in the share issue without payment pursuant to item 14 above have been registered.
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 17 or, if the Annual General Meeting decides on a share issue without payment (share split) in accordance with the proposal of the Board of Directors presented above in item 14, not more than 4,050,000 shares in total together with the authorization in item 17.
The authorization is effective until the closing of the next Annual General Meeting, but no longer than until 26 September 2027. However, the authorization for incentive arrangements is effective until 26 March 2031. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2025.
17. 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. However, if the Annual General Meeting decides on a share issue without payment (share split) in accordance with the proposal of the Board of Directors presented above in item 14, the authorization is instead limited to a maximum of 22,500,000 shares, which corresponds to approximately 9.5 per cent of all of the shares in the Company after the new shares to be issued in the share issue without payment pursuant to item 14 above have been registered.
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 16 or, if the Annual General Meeting decides on a share issue without payment (share split) in accordance with the proposal of the Board of Directors presented above in item 14, not more than 4,050,000 shares in total together with the authorization in item 16.
This authorization is effective until the closing of the next Annual General Meeting, but no longer than until 26 September 2027. However, the authorization for incentive arrangements is effective until 26 March 2031. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2025.
18. 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 based on this authorization shall not exceed 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. However, if the Annual General Meeting decides on a share issue without payment (share split) in accordance with the proposal of the Board of Directors presented above in item 14, the number of new shares to be issued or own shares held by the Company to be transferred based on this authorization shall instead not exceed 1,500,000 shares, which corresponds to approximately 0.6 per cent of all of the Company’s shares after the new shares to be issued in the share issue without payment pursuant to item 14 above have been registered.
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 26 March 2031. This authorization is effective in addition to the authorizations in items 16 and 17 above. This authorization replaces the authorization for the Share Savings Plan given by the Annual General Meeting 2025.
19. 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.
20. 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 issuance of shares without payment (share split)
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
Remote access does not require any paid software or downloads. One of the following browsers is recommended for remote access: Chrome, Firefox, Edge, Safari, or Opera.
It is advisable to log in to the meeting system well in advance of the meeting. To access the AGM, please log in using the link and password that were sent to you via email and/or text message.
You will receive the personal login link and password one day prior to the commencement of the General Meeting. The provided link is unique to you. If you have misplaced the link, you can request a new one on the registration page.
To access the meeting, open the link and input the password into the Password field, then click the "Log In" button.
For questions regarding registration and receipt of personal log-in information prior to the meeting, please call +358 10 2818 909 on weekdays between 9.00-12.00 and 13.00-16.00.
In matters relating to registration and receipt of personal registration information during the General Meeting, shareholders are advised to contact the support of the General Meeting Service Provider without delay. For questions regarding signing in to the meeting, please call +358 10 2818 909 or email [email protected].
Compatibility testing
Before the meeting, ensure the proper functionality of your device, including its mobile network or WiFi settings, and verify its compatibility with the AGM platform by visiting: https://demo.videosync.fi/agm-compatibility?language=en.
Check that both video and audio can be heard from your device by pressing the play button. You can confirm that the live stream is functioning correctly when a red dot and the word “LIVE” appears in the bottom left corner of the video player. Additionally, check that the audio from the video is playing on your device.