Konecranes Oyj - Company Announcement

KONECRANES BOARD OF DIRECTORS CONVENES ANNUAL GENERAL MEETING 2012

Konecranes Board of Directors has resolved to convene the Annual General
Meeting to be held on March 22, 2012. 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 1.00 for 2010)
- 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 launching an employee share savings plan and authorizing the
Board to decide on directed share issue without payment 

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 27 March 2012 are registered as shareholders in the Company's
shareholders' register maintained by Euroclear Finland Ltd. The dividend shall
be paid on 4 April 2012. 

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. Stig
Gustavson, Mr. Tapani Järvinen, Mr. Matti Kavetvuo, Ms. Nina Kopola, 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 2013. Of the current
members of the Board Mr. Kim Gran has announced that he will not be available
for re-election. The Nomination and Compensation Committee furthermore proposes
that Mr. Bertel Langenskiöld, Managing Director of Hartwall Capital Oy Ab,
shall be elected new Board member for the same term of office. All candidates
have been presented in the press release given on 1 February 2012 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 2013 be increased by approximately 5 per cent from 2011
as follows: Chairman of the Board EUR 105,000, Vice Chairman of the Board EUR
67,000, and other Board members EUR 42,000. The Committee furthermore proposes
that 50 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 or 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. The Chairman of the Audit Committee is, however, entitled to
a compensation of EUR 3,000 per attended Audit 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. 

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 based on
this authorization shall not exceed 6,000,000 shares in total, which
corresponds to approximately 9.5 per cent of all of the shares in the Company.
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 and/or accepted as pledge 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 for financing or
realization of possible acquisitions, investments or other arrangements
belonging to the company's ordinary business, to pay remuneration to Board
members, to be used in incentive arrangements 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 22 September 2013. 

Proposal to authorize the Board to issue shares as well as special rights
entitling to shares 

The Board of Directors proposes 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
6,000,000 shares, which corresponds to approximately 9.5 per cent of all of the
shares in the Company. 

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). The authorization can also
be used for incentive arrangements, however, not more than 700,000 shares in
total together with the authorization in following item. 

The authorization is effective until the end of the next Annual General
Meeting, however no longer than until 22 September 2013. However, the
authorization for incentive arrangements is valid until 30 June 2015. 

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, which
corresponds to approximately 9.5 per cent of all the shares in the Company. 

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. The authorization
can also be used for incentive arrangements, however, not more than 700,000
shares in total together with the authorization in the previous item. 

This authorization is effective until the next Annual General Meeting of
Shareholders, however no longer than until 22 September 2013. However, the
authorization for incentive arrangements is valid until 30 June 2015. 

Proposal to launching an employee share savings plan and authorizing the Board
of Directors to decide on directed share issue without payment 

The Board of Directors proposes to the General Meeting that an Employee Share
Savings Plan be launched in the Konecranes Group and that the Board of
Directors be authorized to decide on a directed share issue without payment
needed for the implementation of the Plan as follows: 

1. Employee Share Savings Plan
The Board of Directors of Konecranes Plc proposes that an Employee Share
Savings Plan (the Plan) be launched in the Group, as described below in Section
1.1 in more detail. The intention is to offer the Plan to all eligible
Konecranes employees except in countries where there are legal, administrative
or taxation restraints on participation. Where appropriate, an equivalent cash
plan will be offered in these countries. The Konecranes Group has approximately
11,600 employees in 46 countries. 

1.1 General
The purpose of the Plan is to offer all Group employees an opportunity to save
a proportion of their regular salary to be used for the acquisition of the
Company's shares (Savings Shares). By encouraging the employees to acquire and
hold the Company's shares, the Company aims to strengthen the tie between the
Konecranes shareholders and employees. The objective is to increase employees'
motivation and involvement in Konecranes business. The Board of Directors
considers that the Plan will have a positive impact on the Group's global
future development and therefore the Plan is in both the shareholders' and the
employees' interests. 

Participation in the Plan is voluntary for each employee. An employee will
decide whether or not to participate and on the amount he or she is willing to
save, within the limits set by the Board of Directors. If an employee possesses
insider information on any decision date, the acquisition of his or her Savings
Shares will be postponed. 

Employees are encouraged to save for the Savings Shares by being offered free
shares for Savings Shares (Matching Shares). Matching Shares will be delivered
to a participant if the participant holds the Savings Shares for a designated
holding period. Matching Shares will not be delivered to participants whose
employment has terminated, unless the Board of Directors decides otherwise. The
number of Matching Shares will be decreased pro rata, if a participant has sold
any Savings Shares before the end of the holding period. 

In order to participate, participants will have to agree to abide by the terms
of the Plan rules. The intention is that an employee will participate in the
Plan for one year at a time (Plan Period) and that Savings Shares will be
acquired with the accrued savings quarterly. 

The number of Savings Shares to be acquired is determined on the basis of the
amount of accrued savings during the quarter.  Savings Shares will be acquired
at the market price, after the end of each quarter on the date determined by
the Board of Directors (Acquisition Date), and they will be delivered to the
participant within 14 days from the Acquisition Date. Savings Shares will be
acquired from the market through a broker, and they will be transferred
directly to the participant's book-entry account, or to the Company to be
further transferred to the participant. As Savings Shares will be acquired with
each participant's own funds, the share acquisition is not considered as an
acquisition of the Company's treasury shares. 

Matching Shares will be transferred to each participant in accordance with the
Plan rules. This Matching Share transfer requires an authorization granted to
the Board of Directors by the General Meeting and a decision on a directed
share issue without payment by the Board of Directors. 

A participant may suspend his or her savings during the Plan Period. Savings
Shares will then be acquired with the accrued savings. The participant will
retain his or her right to Matching Shares in relation to those Savings Shares. 

The Company may decide to pay the Matching Shares either wholly or partly in
cash; in particular to enable the payment of taxes and tax-related payments
arising from the receipt of Matching Shares. 

The Company may terminate the Plan at the end of any Plan Period.

1.2. Detailed Terms for Plan Period 2012—2013
The intention is that the first Plan Period of the Plan will begin on 1 July
2012 and end on 30 June 2013. The maximum amount which can be saved to acquire
Savings Shares is 5% of each participant's monthly gross salary. The total
amount of all savings from the first Plan Period may not exceed 8.5 million
euros. The intention is that the holding period for the Savings Shares will end
on 15 February 2016. Matching Shares will be delivered to participants if they
have not disposed of the Savings Shares and if their employment with a company
belonging to the Group has not been terminated on the last day of the holding
period. The participant is entitled to receive one free Matching Share for
every two acquired Savings Shares. 

2. Directed Share Issue without Payment
The prerequisite for the implementation of the Plan is that new shares in the
Company may be issued or own shares held by the Company may be transferred to
the participants without payment. Therefore, the Board of Directors proposes
that the General Meeting would authorize the Board of Directors to decide on a
share issue without payment directed to the participants of the Plan. 

3. Proposal by the Board of Directors
The Board of Directors proposes that the General Meeting approve the Plan to be
launched in the Group and authorize the Board of Directors to decide on the
detailed terms and conditions of the Plan, on the Plan Periods and on their
detailed terms and conditions, and to implement the Plan at its discretion,
considering especially the legislation and other regulations applied to the
Plan in each country where the Group operates. 

Furthermore, the Board of Directors proposes that it be authorized to decide on
the issue of new shares or on the transfer of own shares held by the Company to
such participants of the Plan who, according to the terms and conditions of the
Plan, are entitled to receive free shares, as well as to decide on the share
issue without payment also to the Company itself. The Board of Directors
proposes that the proposed authorization includes a right in this Plan to
transfer own shares held by the Company, the use of which has 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 be a maximum
total of 500,000 shares, which corresponds to 0.8 per cent of all of the
Company's shares. 

The Board of Directors considers that there is an especially weighty financial
reason for the directed share issue without payment, both for the Company and
in regard to the interests of all shareholders, since the Plan is intended to
form part of the incentive and commitment program for the Group personnel. 

The Board of Directors is entitled to decide on other matters concerning the
share issue. The authorization concerning the share issue is valid until 1
March 2017. 


The actual notice to the Annual General Meeting is intended to be published on
the week commencing 13 February, 2012. 

KONECRANES PLC

Miikka Kinnunen
Director, Investor Relations


FURTHER INFORMATION
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 2011, Group sales totaled EUR 1,896 million. The Group has 11,700
employees at 609 locations in 47 countries. Konecranes is listed on the NASDAQ
OMX Helsinki (symbol: KCR1V). 



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