Konecranes Oyj - Decisions of general meeting

KONECRANES PLC - RESOLUTION OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS

KONECRANES PLC  STOCK EXCHANGE RELEASE  MARCH 27, 2014 at 13:15

The Annual General Meeting of Konecranes Plc was held on Thursday 27 March 2014
at 10.00 a.m. in Hyvinkää, Finland. The meeting approved the Company's annual
accounts for the fiscal year 2013 and discharged the members of the Board of
Directors and Managing Director from liability. 

Payment of dividend

The AGM approved the Board's proposal that a dividend of EUR 1.05 per share is 
paid from the distributable assets of the parent Company. Dividend will be paid
to shareholders who on the record date of the dividend payment 1 April 2014 are
registered as shareholders in the Company's shareholders' register maintained
by Euroclear Finland Ltd. The dividend shall be paid on 9 April 2014. 

Composition of the Board of Directors

The AGM approved the proposal of the Nomination and Compensation Committee that
the number of members of the Board of Directors shall be eight (8). The Board
members elected at the AGM in 2014 are Mr. Svante Adde, Mr. Stig Gustavson, Mr.
Tapani Järvinen, Mr. Matti Kavetvuo, Ms. Nina Kopola, Mr. Bertel Langenskiöld,
Ms. Malin Persson, and Mr. Mikael Silvennoinen. 

Compensation of the Board of Directors

The AGM confirmed the annual compensation to the Board members:
Chairman of the Board: EUR 105,000
Vice Chairman of the Board: EUR 67,000
Other Board members: EUR 42,000

In addition, a compensation of EUR 1,500 per meeting will be paid for
attendance at Board Committee meeting. The Chairman of the Audit Committee is,
however, entitled to a compensation of EUR 3,000 per attended Audit Committee
meeting. Travel expenses will be compensated against receipt. 


The AGM furthermore approved 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. 

Election of auditor and their remuneration

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 auditor. Ernst & Young Oy has told the Company that APA Heikki Ilkka
is going to act as the auditor with the principal responsibility. The
remuneration for the auditor will be paid according to the auditor's reasonable
invoice. 

Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the Company's own shares 

THE AGM authorized the Board of Directors to decide on 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 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 26 September 2015. 

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 AGM authorized the Board of Directors 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 theshares 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 the following item. 

The authorization is effective until the end of the next Annual General
Meeting, but no longer than until 26 September 2015. However, the authorization
for incentive arrangements is valid until 26 March 2019. This authorization
revokes the authorization for incentive arrangements given by the Annual
General Meeting 2013. 

Authorizing the Board of Directors to decide on the transfer of the Company's
own shares 

The AGM authorized the Board of Directors 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, but no longer than until 26 September 2015. However, the
authorization for incentive arrangements is valid until 26 March 2019. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2013. 

Authorizing the Board of Directors to decide on a directed share issue without
payment for an employee share savings plan 

The AGM authorized the Board of Directors to decide on a directed share issue
without payment needed for the implementation of the Share Savings Plan that
the Annual General Meeting 2012 decided to launch. 

The Board of Directors is 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 a share issue without payment also to the
Company itself. The Board of Directors proposes that the authorization includes
a right, within the scope of this Plan, to transfer own shares currently held
by the Company, which have 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 in the aggregate amount to 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 is entitled to decide on other matters concerning the
share issue. The authorization concerning the share issue is valid until 26
March 2019. This authorization is additional to the authorizations in the
previous items. This authorization replaces the authorization for the Share
Savings Plan given by the Annual General Meeting 2013. 

Minutes of the Meeting

The minutes of the AGM will be available on the Company's website
www.konecranes.com/agm2014 as from 10 April 2014. 


KONECRANES PLC
Miikka Kinnunen
Director, Investor Relations


FURTHER INFORMATION
Sirpa Poitsalo,Vice President, General Counsel, tel. +358 20 427 2011
Miikka Kinnunen, Director, Investor Relations, tel. +358 427 2050



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