Articles of association of Konecranes Plc
§ 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.
§ 2 The company's branch of industry
The company's branch of industry is to carry on purchasing, sales, imports, exports, planning, manufacture and repairs of equipment for materials handling and to let on lease and rent such equipment, and to provide consulting, research, product development and marketing services. The company's branch of industry is also to carry on factory maintenance and maintenance services. For its branch of industry the company may own and rent real estate and own securities and carry on trade in securities and in real estate. The business can be carried on directly in the company, in subsidiary and affiliated companies and in joint ventures. In its capacity as parent company, the company may attend to administration of the group, consolidated financing, marketing and other consolidated duties and it may own immaterial rights and carry on licensing of these.
§ 3 Book-entry securities system
The company's shares belong to the book-entry securities system.
§ 4 Board of directors and term of office
The company has a board of directors consisting of no less than five (5) and no more than ten (10) director members.
The term of office of the members of the board of directors expires at the end of the first annual general meeting of shareholders following the election.
The managing director may be a member of the board of directors, but he/she cannot be elected to be chair of the board of directors.
§ 5 Managing director and his/her deputy
The company has a managing director elected by the board of directors. The board of directors may elect a deputy for the managing director and may elect vice managing directors.
§ 6 Representation of the company
The company is represented by the chair of the board of directors and the managing director, each alone, as well as by two members of the board of directors jointly.
The board of directors decides on any granting of proxies, so that the proxy-holder together with another proxy-holder has the right to represent the company.
§ 7 Accounting period
The company's accounting period begins on 1 January and ends on 31 December.
§ 8 Auditor
As the company's auditor for each term of office, the general meeting of shareholders shall elect one (1) auditing corporation, with an APA auditor as the responsible auditor.
An auditor can be elected to its office for a term of office commencing at the end of the general meeting of shareholders deciding on the election, or a term of office commencing later in accordance with a decision by the general meeting of shareholders. The term of office of an auditor expires at the end of the annual general meeting of shareholders following the time of commencement of the term of office.
§ 9 Sustainability reporting assurance provider
As the company's sustainability reporting assurance provider for each term of office, the general meeting of shareholders shall elect one (1) Authorized Sustainability Audit Firm, with an Authorized Sustainability Auditor as referred to in the Finnish Auditing Act as the responsible sustainability auditor. The company's auditor with a special qualification as an Authorized Sustainability Auditor can also be elected to this office.
A sustainability reporting assurance provider can be elected to its office for a term of office commencing at the end of the general meeting of shareholders deciding on the election, or a term of office commencing later in accordance with a decision by the general meeting of shareholders. The term of office of a sustainability reporting assurance provider expires at the end of the annual general meeting of shareholders following the time of commencement of the term of office.
§ 10 Notice convening the general meeting of shareholders
The board of directors shall convene the general meeting of shareholders by publishing a notice on the company's Internet pages or in one or more national dailies chosen by the board of directors or by sending a written notice to the shareholders by mail no more than three (3) months before the closing date for entries mentioned in the notice and no less than three (3) weeks before the general meeting of shareholders. However, the notice shall be issued no less than nine (9) days before the record date of the meeting.
To be allowed to take part in the general meeting of shareholders, the shareholder shall report to the company in the manner and within the time stated in the notice.
The closing date for entries, which may be no more than ten (10) days before the general meeting of shareholders in question, must not be a Saturday, Sunday or any other holiday.
The general meeting of shareholders may be held either at the company's domicile or in Helsinki, Espoo or Vantaa.
§ 11 Annual general meeting of shareholders
The annual general meeting of shareholders is to be held each year within six (6) months after the end of the accounting period on a day determined by the board of directors.
At the annual general meeting of shareholders, the following are presented:
1. the financial statements and the consolidated financial statements;
2. the auditor’s report;
the following decisions are taken:
3. on confirmation of the financial statements and of the consolidated financial statements;
4. on how to use the profit or other unrestricted equity shown by the balance sheet;
5. on discharge from liability of the members of the board of directors and the managing director;
6. when required, on the remuneration policy;
7. on the approval of the remuneration report;
8. on the remuneration of members of the board of directors and on the grounds for compensation of their travelling expenses;
9. when required, on the remuneration of the auditor and the sustainability reporting assurance provider;
10. on confirmation of the number of members on the board of directors and, when required, of their term of office as well as, when required, on the confirmation of the terms of office of the auditor and the sustainability reporting assurance provider;
the following are elected:
11. the members of the board of directors;
12. when required, the auditor;
13. when required, the sustainability reporting assurance provider;
the following issues are dealt with:
14. other issues mentioned in the notice convening the general meeting.
§ 12 Settlement of disputes
Any disputes between the company, the shareholders, the board of directors or its member, the managing director and/or an auditor shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The arbitration proceedings are to be held in Finnish, if no party demands that the arbitration proceedings are to be held in English.