Konecranes Oyj - Notice to general meeting

KONECRANES PLC - NOTICE TO THE GENERAL MEETING

KONECRANES PLC STOCK EXCHANGE RELEASE FEBRUARY 16, 2011 at 09:00 a.m.

NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Konecranes Plc to the Annual General
Meeting to be held on Thursday 31 March 2011 at 10.00 a.m. at Hyvinkääsali
(address: Jussinkuja 1, 05800 Hyvinkää, Finland). Reception of persons
registered for the meeting and distribution of voting tickets will commence at
9.15 a.m. Please note that due to construction work there is limited parking
space near the meeting place. 

A. Matters on the agenda of the General Meeting

At the General Meeting, the following matters will be considered:

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 2010 
- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of 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. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

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 percent 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. No
remuneration will be paid to Board members employed by the Company. Travel
expenses will be compensated against receipt. 

11. Resolution on the number of members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes to
the General Meeting that the number of members of the Board of Directors shall
be eight (8). 

12. Election of members of the Board of Directors

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 candidates have been presented in the stock
exchange 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. 

13. Resolution on the remuneration of the 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. 

14. Election of auditor

According to the Articles of Association, the auditors are elected to office
until further notice. The Audit Committee of the Board of Directors proposes to
the General Meeting that Ernst & Young Oy continues as the Company's auditor.
Ernst & Young Oy has told the Company that APA Roger Rejström is going to
continue as the auditor with the principal responsibility. 

15. Reasoning for the proposed authorizations in items 16, 17, and 18

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. 

16. 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 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, which corresponds to approximately 9.6
percent 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
percent 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. 

17. 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 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, which corresponds to approximately 14.5 percent 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). 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. 

18. Authorizing the Board of Directors to decide on the transfer 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 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 9.6 percent 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. 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. 

19. Closing of the meeting

B. Documents of the General Meeting

The proposals for the decisions on the matters on the agenda of the General
Meeting as well as this notice are available on Konecranes Plc's website at
www.konecranes.com/agm2011. The annual report, the report of the Board of
Directors, and the Auditor's report of Konecranes Plc are available on the
above-mentioned website no later than 10 March 2011. The proposals for
decisions and the other above-mentioned documents are also available at the
meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the meeting will be available on the
above-mentioned website as from 14 April 2011. 

C. Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 21 March 2011 in the shareholders'
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the General Meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the Company. 

A shareholder, who is registered in the shareholders' register of the Company
and who wants to participate in the General Meeting, shall register for the
meeting no later than on Monday 28 March 2011 at 4.00 p.m. by giving a prior
notice of participation, which shall be received by the Company no later than
on the above-mentioned date. Such notice can be given: 

a) on the Company's website: www.konecranes.com/agm2011;
b) by e-mail: agm2011@konecranes.com;
c) by telephone: +358 20 427 2017 (Laura Kiiski) (from abroad) or 020 427 2017
(Laura Kiiski) (from Finland) from Monday to Friday 8 a.m. - 4 p.m.; 
d) by telefax: +358 20 427 2105 (from abroad) or 020 427 2105 (from Finland); or
e) by regular mail to: Konecranes Plc, Laura Kiiski, P.O. Box 661, FI-05801
Hyvinkää, Finland. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Konecranes Plc is
used only in connection with the General Meeting and with the processing of
related registrations. 

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General meeting, i.e. on 21 March 2011, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by 28 March 2011 by 10.00 a.m. As regards nominee registered shares this
constitutes due registration for the General Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholders' register of the Company, the issuing of proxy documents and
registration for the General Meeting from his/her custodian bank. The account
management organization of the custodian bank will register a holder of nominee
registered shares, who wants to participate in the General Meeting, into the
temporary shareholders' register of the Company at the latest by the time
stated above. 

Further information on these matters can also be found on the Company's website
www.konecranes.com/agm2011. 

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the General Meeting.
When a shareholder participates in the General Meeting by means of several
proxy representatives representing the shareholder with shares at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
General Meeting. 

Possible proxy documents should be delivered in originals to Konecranes Plc,
Laura Kiiski, P.O. Box 661, FI-05801 Hyvinkää, Finland, before the last date
for registration. 

4. Other information

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice to the General Meeting, 16 February 2011, the total
number of shares in Konecranes Plc is 62,293,927 shares and the total number of
votes is 62,293,927 votes. The Company together with its subsidiaries holds
3,042,456 treasury shares, in respect of which voting rights cannot be used at
the General Meeting. 

In Hyvinkää, 16 February 2011

Konecranes Plc
THE BOARD OF DIRECTORS



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www.konecranes.com