KONECRANES PLC STOCK EXCHANGE RELEASE February 3, 2011 at 15:00
Konecranes corrects a mistake in its stock exchange release of today at 10:30 regarding the proposal on the Board composition.
Incorrect sentence:
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that of the current Board members Mr. Svante Adde, Mr. Tomas Billing, Mr. Kim Gran, Mr. Stig Gustavson, Mr. Tapani Järvinen, Mr. Matti Kavetvuo, Ms. Malin Persson, and Mr. Mikael Silvennoinen be re-elected Board members for a term of office ending at the end of the Annual General Meeting 2012.
The correct sentence:
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that of the current Board members Mr. Svante Adde, Mr. Kim Gran, Mr. Stig Gustavson, Mr. Tapani Järvinen, Mr. Matti Kavetvuo, Ms. Malin Persson, and Mr. Mikael Silvennoinen be re-elected Board members for a term of office ending at the end of the Annual General Meeting 2012.
The Finnish and Swedish release versions were correct.
KONECRANES PLC STOCK EXCHANGE RELEASE February 3, 2011 at 10:30
KONECRANES BOARD OF DIRECTORS CONVENES ANNUAL GENERAL MEETING 2011
Konecranes Board of Directors has resolved to convene the Annual General Meeting to be held on March 31, 2011. The Board and its Committees will submit the below proposals to the Annual General Meeting:
- Proposal to pay a dividend of EUR 1.00 per share (EUR 0.90 for 2009)
- Proposals on the Board composition and remuneration
- Proposal on the election of auditor and auditor’s fee
- Proposal to authorize the Board to repurchase and/or accept as pledge of the Company’s own shares
- Proposal to authorize the Board to issue shares as well as special rights entitling to shares
- Proposal to authorize the Board to transfer the Company’s own shares
Proposal to pay a dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR 1.00 per share be paid from the distributable assets of the parent company. Dividend will be paid to shareholders who on the record date of the dividend payment 5 April 2011 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 13 April 2011.
Proposals on the Board composition and remuneration
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that of the current Board members Mr. Svante Adde, Mr. Kim Gran, Mr. Stig Gustavson, Mr. Tapani Järvinen, Mr. Matti Kavetvuo, Ms. Malin Persson, and Mr. Mikael Silvennoinen be re-elected Board members for a term of office ending at the end of the Annual General Meeting 2012. The Nomination and Compensation Committee furthermore proposes that Ms. Nina Kopola, Executive Vice President and President Dynea Europe, shall be elected new Board member for the same term of office. All the candidates have been presented in the press release given on 2 February 2011 and on the Company’s website www.konecranes.com. All the candidates have given their consent to the election.
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting 2012 be the same as in 2010 as follows: Chairman of the Board EUR 100,000, Vice Chairman of the Board EUR 64,000, and other Board members EUR 40,000. The Committee furthermore proposes that 40 per cent of the annual remuneration be paid in Konecranes shares purchased on the market on behalf of the Board members. The remuneration may also be paid by transferring treasury shares based on the authorization given to the Board of Directors by the General Meeting. In case such purchase of shares cannot be carried out due to reasons related to either the Company of a Board member, the annual remuneration shall be paid entirely in cash. In addition, the Chairman of the Board, the Vice Chairman of the Board, and other Board members are entitled to a compensation of EUR 1,500 per attended Board committee meeting. No remuneration will be paid to Board members employed by the Company. Travel expenses will be compensated against receipt.
Proposal on the election of auditor and auditor’s fee
The Audit Committee of the Board of Directors proposes to the General Meeting that Ernst & Young Oy continues as the Company’s auditor. The Audit Committee of the Board of Directors proposes to the General Meeting that the remuneration for the auditor be paid according to the auditor’s reasonable invoice.
Reasoning for the proposed authorizations
Acquisitions have already for a long time been a key element in Konecranes’ strategy. The current market situation may open up new interesting M&A opportunities for the Company. In this environment it may be in the interest of the Company to be able to offer stock-for-stock for target companies or otherwise arrange share issues, should feasible opportunities arise.
In this environment it may also be in the interest of the Company and its shareholders that own shares can be repurchased to develop the Company’s capital structure. It may also be in the interest of the Company to be able to accept own shares as pledge.
In order to provide The Company with means to act swiftly should feasible opportunities arise, the Board of Directors proposes to the General Meeting that the Board of Directors be granted authorizations to issue shares and special rights entitling to shares, to repurchase shares and accept own shares as pledge, and to transfer own shares as set forth below.
While this introduction describes the main purpose of the proposed authorizations, this introduction is not intended to be exhaustive and the proposed authorizations shall be interpreted in accordance with their respective wording.
Proposal to authorize the Board to repurchase and/or accept as pledge of the Company’s own shares
The Board of Directors proposes to the 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 amount of own shares to be repurchased and/or accepted as pledge shall not exceed 6,000,000 shares in total. 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 decides 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 to limit the dilutive effects of share issues carried out in connection with possible acquisitions, to develop the Company’s capital structure, to be transferred in connection with possible acquisitions, to pay remuneration to Board members or to be cancelled, provided that the repurchase is in the interest of the Company and its shareholders.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 September 2012.
Proposal to authorize the Board to issue shares as well as special rights entitling to shares
The Board of Directors proposed to the 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 amount of shares to be issued based on this authorization shall not exceed 9,000,000 shares.
The Board of Directors decides 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 issue). However, the authorization cannot be used for incentive arrangements.
The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 September 2012.
Proposal to authorize the Board to transfer the Company’s own shares
The Board of Directors proposes to the 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 6,000,000 shares.
The Board of Directors decides 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 issue). 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 Companies Act. However, the authorization cannot be used for incentive arrangements.
This authorization shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 30 September 2012.
Notice to the Annual General Meeting is intended to be published as a whole in Helsingin Sanomat and Hufvudstadsbladet as well as on the Company’s website on 16 February, 2011.
KONECRANES PLC
Miikka Kinnunen
Director, Investor Relations
FURTHER INFORMATION
Konecranes Plc
Miikka Kinnunen, Director, Investor Relations, tel. +358 (0)20 427 2050
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 2010, Group sales totaled EUR 1,546 million. The Group has 10,000 employees at 578 locations in 46 countries. Konecranes is listed on the NASDAQ OMX Helsinki (symbol: KCR1V).
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