RESOLUTIONS OF KONECRANES PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of Konecranes Plc was held on Thursday, 13 March 2008
at 11 a.m. at the Company's auditorium in Hyvinkää, Finland. The meeting
approved the company's Financial Statements for the fiscal year 2007 and
discharged the members of the Board and Managing Director from liability.
Payment of dividend
The AGM approved the Board's proposal that a dividend of EUR 0.80 is paid on
each share. Dividend will be paid to shareholders who are registered on the
record date 18 March 2008 as shareholders in the Company's shareholders'
register maintained by the Finnish Central Securities Depository Ltd. The
dividend will be paid on 28 March 2008.
Composition of the Board of Directors
The AGM approved the proposal of the Nomination and Compensation Committee that
eight (8) members of the Board of Directors be elected. Board member Stig
Stendahl had announced that he is not available for re-election. The other Board
members elected in the AGM in 2007 were re-elected, thus Mr Svante Adde, Mr Kim
Gran, Mr Stig Gustavson, Mr Matti Kavetvuo, Ms Malin Persson, Mr Timo Poranen
and Mr Björn Savén were re-elected. Mr Mikael Silvennoinen, managing director of
Pohjola Bank plc was elected as a new member.
The AGM confirmed the annual compensation to the Board Members: Chairman of the
Board EUR 100,000, Vice Chairman of the Board EUR 64,000 and other Board Members
EUR 40,000. In addition, compensation of EUR 1,500 per meeting will be paid for
attendance at Board committee meetings. The annual compensation can be paid
either in cash or in Konecranes Plc's shares acquired from the market. Travel
expenses of Board members are compensated for against receipt.
Election of the Auditors
According to the Articles of Association, the auditors are elected to office
until further notice. The AGM confirmed that Ernst & Young Oy continues as the
Company's external auditor.
Authorization of the Board of Directors to Repurchase the Company's Own Shares
The AGM authorized the Board of Directors to resolve to repurchase the Company's
own shares as follows:
No more than 6,097,878 shares may be repurchased. The Company cannot at any
moment together with its subsidiaries own more than 10 per cent of all the
registered shares of the Company.
The minimum repurchase price of the shares is the lowest market price of the
Company's shares quoted in public trading during the time of the authorization
and the maximum repurchase price is the highest market price quoted in public
trading during the time of the authorization.
The Board of Directors resolves upon the methods of the repurchase and other
provisions. Among others, derivatives can be used in the purchase. The shares
can be purchased with deviation from the proportioned holdings of the
shareholders (directed purchase).
The Company's own shares can be purchased on the basis of the authorization only
by using non-restricted equity. Hereby the repurchase will reduce the Company's
distributable non-restricted equity.
This authorization shall be effective until the next Annual General Meeting of
Shareholders, however no longer than until 12 September 2009.
Authorization of the Board of Directors to Transfer the Company's Own Shares
The AGM authorized the Board of Directors to resolve to transfer the Company's
own shares as follows:
The authorization is limited to a maximum of 6,097,878 shares. The shares may be
transferred in one or several tranches. The Board of Directors is authorized to
resolve upon the terms and conditions of the transfer of the Company's own
shares. The shares may be transferred with deviation from the shareholders'
pre-emptive right, provided that weighty financial grounds exist for this. The
Board of Directors can also use this authorization to grant stock option rights
and other special rights concerning the Company's own shares, referred to in
Chapter 10 of the Companies Act but not, however, to resolve upon a personnel
stock option plan.
This authorization shall be effective until the next Annual General Meeting of
Shareholders, however no longer than until 12 September 2009.
Authorization of the Board of Directors to resolve upon share issue and issue of
stock option rights as well as of other special rights entitling to shares
The AGM authorized Board of Directors to resolve upon share issue as well as
upon issue of stock option rights, convertible bonds and other special rights
entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as
follows.
Shared issued on the basis of the authorization are new shares of the Company.
The authorization is limited to issuance of a maximum of 12,195,756 shares.
On the basis of the authorization, the Board of Directors may also resolve upon
issuance of new shares to the Company itself. The Company cannot, however, at
any moment together with its subsidiaries own more than 10 per cent of all the
registered shares of the Company. The shares issued may then, among other
things, be transferred on the basis of the authorization granted for the Board
of Directors to transfer the company's own shares.
The Board of Directors is authorized to resolve upon all the terms and
conditions of the share issue and the issuance of special rights entitling to
shares. The shares and the special rights entitling to shares may be issued with
deviation from the shareholders' pre-emptive right, provided that weighty
financial grounds exist for this. The authorization does not, however, concern
resolving upon a personnel stock option plan.
This authorization shall be effective until the next Annual General Meeting of
Shareholders, however no longer than until 12 September 2009.
This authorization shall be in force simultaneously with the authorization to
resolve to transfer the Company's own shares.
Partial change of the 1997 stock option program
The AGM approved the Board of Directors' proposal that Section 5 of the terms of
share subscription in the stock option program approved by the General Meeting
of Shareholders on 4 March 1997 concerning shareholders' rights, is amended to
read as follows: "The right to dividend pertaining to the shares and other
shareholders' rights shall commence on the date when the new shares are
registered with the Trade Register."
Partial change of the 1999 stock option program
The AGM approved the Board of Directors' proposal that Section 5 of the terms of
share subscription in the stock option program approved by the General Meeting
of Shareholders on 11 March 1999 concerning shareholders' rights, is amended to
read as follows: "The right to dividend pertaining to the shares and other
shareholders' rights shall commence on the date when the new shares are
registered with the Trade Register."
Partial change of the 2001 stock option program
The AGM approved the Board of Directors' proposal that Section 5 of the terms of
share subscription in the stock option program approved by the General Meeting
of Shareholders on 8 March 2001 concerning shareholders' rights, is amended to
read as follows: "The right to dividend pertaining to the shares and other
shareholders' rights shall commence on the date when the new shares are
registered with the Trade Register."
In Hyvinkää, March 13, 2008
Konecranes Plc
The Board of Directors
KONECRANES PLC
Paul Lönnfors
IR Manager
Konecranes is a world-leading group of Lifting Businesses™, serving a broad
range of customers, including manufacturing and process industries, shipyards,
ports and terminals. Konecranes provides productivity-enhancing lifting
solutions as well as services for lifting equipment and machine tools of all
makes. In 2007, Group sales totaled EUR 1,750 million. The Group has 8,400
employees, at more than 470 locations in 43 countries. Konecranes is listed on
the OMX Helsinki Stock Exchange (symbol: KCR1V).
FURTHER INFORMATION
Ms Sirpa Poitsalo, Director, General Counsel, tel. +358 20 427 2011
DISTRIBUTION
OMX Nordic Exchange Helsinki
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