Konecranes Oyj - Company Announcement

KONECRANES PLC - KONECRANES PLC’S NOMINATION AND COMPENSATION COMMITTEE'S PROPOSAL FOR COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORS

KONECRANES PLC  STOCK EXCHANGE RELEASE  February 3, 2015 at 9.50a.m.

PROPOSAL ON BOARD COMPOSITION

Konecranes Plc's Nomination and Compensation Committee proposes to the Annual
General Meeting of Shareholders on March 26, 2015 the number of Board members
be eight (8). 

The Committee proposes that the following current Board members be re-elected
as members of the Konecranes Board of Directors for a term until the close of
the Annual General Meeting in 2016: Mr. Svante Adde, Mr. Stig Gustavson, Mr.
Matti Kavetvuo, Ms. Nina Kopola, Mr. Bertel Langenskiöld, and Ms. Malin
Persson. 

Of the current members of the Board Mr. Tapani Järvinen and Mr. Mikael
Silvennoinen have announced that they will not be available for re-election. 

The Committee proposes that Mr. Ole Johansson and Mr. Christoph Vitzthum be
elected as new members of the Board for the same term. 


B.Sc. (Econ.) Ole Johansson, b. 1951, joined Wärtsilä Corporation in 1975 and
held various positions in Finland, USA, France and Switzerland including those
of Vice President, Wärtsilä Diesel Inc. and Wärtsilä Diesel Group and Group EVP& CFO and President of Wärtsilä NSD. Mr. Johansson was appointed President &
CEO of the Wärtsilä Corporation in 2000 and retired from that position in 2011.
Mr. Johansson is the Chairman of the Board of eQ Plc and Aker Arctic Technology
Inc, Vice-chairman of the Board of Hartwall Capital Oy Ab and Member of the
Board of Svenska Handelsbanken AB. 

M.Sc. (Econ.) Christoph Vitzthum, b. 1969, has been the President & CEO of the
Fazer Group since 2013. Previously, Mr. Vitzthum held various positions at
Wärtsilä Corporation from 1995 including those of EVP & President Services, EVP& President Power Plants and President Propulsion. He is a Member of the Board
of NCC AB and Oras Invest Ltd. 

The Committee's aim is to see to that the number of the directors and the
composition of the board shall make it possible for the board to discharge its
duties in an efficient manner. The composition shall take into account the
needs of the company's operations and the development stage of the company. 

CVs of the proposed Board members are attached.

All candidates have given their consent to the election.

With the exception of Mr. Stig Gustavson, the Board members are deemed to be
independent of the company under the Finnish Corporate Governance Code. Mr.
Gustavson is not deemed independent of the company based on the Board's overall
evaluation relating to his former and current positions in Konecranes, combined
with his substantial voting rights in the company. 

With the exception of Mr. Bertel Langenskiöld and Mr. Ole Johansson, the Board
members are independent of significant shareholders of the company. Mr.
Langenskiöld is not deemed independent of significant shareholders of the
company based on his current position as the Managing Director of Hartwall
Capital Oy Ab. Mr. Johansson is not deemed independent of significant
shareholders of the company based on his current position as the Member of the
Board of Hartwall Capital Oy Ab. HTT KCR Holding Oy Ab holds more than 10
percent of Konecranes Plc's shares and votes. HTT KCR Holding Oy Ab is a
subsidiary of Hartwall Capital Oy Ab. In addition, HTT KCR Holding Oy Ab, K.
Hartwall Invest Oy Ab, Fyrklöver-Invest Oy Ab and Ronnas Invest AG will in
practice co-operate in matters concerning their ownership in Konecranes Plc. 

COMPENSATION OF THE BOARD OF DIRECTORS

The Nomination and Compensation Committee proposes that the remuneration
payable to the members of the Board to be elected at the Annual General Meeting
for the term until the close of the Annual General Meeting in 2016 be unchanged
from 2014 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. 

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 2013, Group sales totaled EUR 2,100 million. The Group has 12,000
employees at 600 locations in 48 countries. Konecranes is listed on the Nasdaq
Helsinki (symbol: KCR1V). 



DISTRIBUTION
NASDAQ Helsinki
Media
www.konecranes.com


ATTACHMENT:

ADDITIONAL INFORMATION RELATING TO THE PROPOSAL BY THE NOMINATION AND
COMPENSATION COMMITTEE FOR COMPOSITION OF THE BOARD OF DIRECTORS 

Stig Gustavson
b. 1945
Chairman of the Board since 2005. Board Member since 1994 and Member of the
Nomination and Compensation Committee since 2006. 
M.Sc. (Eng.), Dr.Tech. (hon.)

Principal occupation: Board professional

Primary working experience: KCI Konecranes Plc 1994 - 2005: President and CEO;
KONE Cranes division 1988 - 1994: President; KONE Corporation 1982 - 1988:
holder of various executive positions and prior to 1982: holder of various
executive positions in major Finnish corporations 


Current key positions of trust: Ahlström Capital Oy: Chairman of the Board;
Handelsbanken Regional Bank Finland: Chairman of the Board; Technology Academy
Foundation: Chairman of the Board; Å&R Carton AB: Chairman of the Board; Dynea
Oy: Board Member; Oy Mercantile Ab: Board Member; Outokumpu Plc: Board Member;
IK Investment Partners: Senior Regional Advisor; Mutual Pension Insurance
Company Varma: Member of the Supervisory Board 

Stig Gustavson is deemed to be dependent of the company based on the Board's
overall evaluation relating to his former and current positions in Konecranes
combined with his substantial voting rights in the company. He is independent
of any significant shareholder. 

Shares: 6,430

* Konecranes Plc has on December 28, 2011 received information according to
which the Chairman of the company's Board of Directors, Mr Stig Gustavson has
donated all of the shares he at that time owned in Konecranes Plc to his near
relatives retaining himself for life the voting rights and right to dividend
attached to the donated shares. The donation encompassed in total 2,069,778
shares which corresponds to approximately 3.27 percent of all of the company's
shares and voting rights. 


Svante Adde
b. 1956
Board Member since 2004, Member of the Audit Committee since 2004 and Chairman
of the Audit Committee since 2008. 
B.Sc. (Econ. and Business Administration)

Principal occupation: Senior Adviser, Lincoln International, board professional

Primary working experience: Pöyry Capital Limited, London 2007 - 2013: Managing
Director; Compass Advisers, London 2005 - 2007: Managing Director; Ahlstrom
Corporation 2003 - 2005: Chief Financial Officer; Lazard London and Stockholm
2000 - 2003: Managing Director; Lazard London 1989 - 2000: Director; Citibank
1979 - 1989: Director 

Current key positions of trust: Lantmännen Agroenergi AB: Chairman of the
Board; Cambium Global Timberlands Ltd: Board Member 
Meetoo AB: Board Member; Rörvik Timber AB: Board Member;


Independent of the company and its significant shareholders.

Shares: 7,682


Ole Johansson
b. 1951
B.Sc. (Econ.)

Principal occupation: board professional

Primary working experience: Wärtsilä Corporation 2000 - 2011: President & CEO;
Wärtsilä NSD Oy 1998 - 2000: President & CEO; Wärtsilä Corporation 1975 - 1998:
Vice President, Wartsilä Diesel Inc. and Wärtsilä Diesel Group; various
positions in Finland, USA, France and Switzerland 

Current key positions of trust: EQ Plc: Chairman of the Board; Aker Arctic
Technology Inc., Chairman of the Board; Hartwall Capital Oy Ab: Vice-chairman
of the Board; Svenska Handelsbanken AB: Board Member 

Ole Johansson is independent of the company. He is deemed to be dependent of
significant shareholders of the company based on his current position as the
Member of the Board of Directors of Hartwall Capital Oy Ab. HTT KCR Holding Oy
Ab holds more than 10 percent of Konecranes Plc's shares and votes. HTT KCR
Holding Oy Ab is a subsidiary of Hartwall Capital Oy Ab. In addition, HTT KCR
Holding Oy Ab, K. Hartwall Invest Oy Ab, Fyrklöver-Invest Oy Ab and Ronnas
Invest AG will in practice co-operate in matters concerning their ownership in
Konecranes Plc. 


Shares: -


Bertel Langenskiöld
b. 1950
Board Member since 2012 and Chairman of the Nomination and Compensation
Committee since 2012. 
M.Sc. (Eng.)

Principal occupation: Managing Director, Hartwall Capital Oy Ab

Primary working experience: Metso Paper and Fiber Technology 2009 - 2011:
President; Metso Paper 2007 - 2008: President; Metso Paper's Fiber Business
Line 2006 - 2007: President; Metso Minerals 2003 - 2006: President; Fiskars
Corporation 2001 - 2003: President and CEO; Tampella Power/Kvaerner Pulping,
Power Division 1994 - 2000: President 

Current key positions of trust: Inkerman International AB: Board Member; Kährs
AB: Board Member; Oy: Board Member 

Bertel Langenskiöld is independent of the company. He is deemed to be dependent
of significant shareholders of the company based on his current position as the
Managing Director of Hartwall Capital Oy Ab. HTT KCR Holding Oy Ab holds more
than 10 percent of Konecranes Plc's shares and votes. HTT KCR Holding Oy Ab is
a subsidiary of Hartwall Capital Oy Ab. In addition, HTT KCR Holding Oy Ab, K.
Hartwall Invest Oy Ab, Fyrklöver-Invest Oy Ab and Ronnas Invest AG will in
practice co-operate in matters concerning their ownership in Konecranes Plc. 

Shares: 2,571


Matti Kavetvuo
b. 1944
Board Member since 2001. Chairman of the Nomination and Compensation Committee
2009 - 2011 and Member since 2012. 
Member of the Audit Committee 2004 - 2008.
M.Sc. (Eng.), B.Sc. (Econ.)

Principal occupation: Board professional

Primary working experience: Pohjola Group Plc 2000 - 2001: President and CEO;
Valio Ltd 1992 - 1999: President and CEO; Orion Corporation 1985 - 1991:
President and CEO; Instrumentarium Corp. 1979 - 1984: President 


Current key positions of trust: no current key positions of trust

Independent of the company and its significant shareholders.

Shares: 11,661


Nina Kopola
b. 1960
Board Member since 2011 and Member of the Nomination and Compensation Committee
since 2011. 
M.Sc. (Chemical Engl.), Lic. Sc. (Tech.)

Principal occupation: President and CEO, Suominen Corporation


Primary working experience: Dynea Oy 2008 - 2011: Executive Vice President,
President Europe; Dynea Oy 2006 - 2008: Executive Vice President, Global Market
Applications; Dynea Oy 2005 - 2006: Group Vice President, Marketing; Dynea Oy
2000-2005: Various management positions in Marketing, Controlling and Business
Analysis 

Current key positions of trust: Metso Plc: Board Member; Finnish Plastics
Industries Federation: Board Member 

Independent of the company and its significant shareholders.

Shares: 3,287


Malin Persson
b. 1968
Board Member since 2005 and Member of the Audit Committee since 2012. Member of
the Nomination and Compensation Committee 2005 - 2011. 
M.Sc. (Eng.)

Principal occupation:CEO and owner, Accuracy AB


Primary working experience: Volvo Group: Holder of various executive positions
including: Volvo Technology Corporation: President and CEO; AB Volvo: Vice
President, Corporate Strategy and Business Development; Volvo Transport
Corporation: Vice President, Business & Logistics Development 

Current key positions of trust: Ahlström Capital Oy: Board Member;  Beckers
Industrial Coatings AB: Board Member; Getinge AB: Board Member; Hexatronic
Scandinavia AB: Board Member; Hexpol AB: Board Member; Kongsberg Automotive
Holding AB: Board Member; Mobile Climate Control Group Holding AB: Board Member 

Independent of the company and its significant shareholders.

Shares: 6,830


Christoph Vitzthum
b. 1969
M.Sc. (Econ.)

Principal occupation: President and CEO, Fazer Group

Primary working experience: Wärtsilä Corporation 2009 - 2013:  President
Services, Executive Vice President; Wärtsilä Corporation 2006-2009: President
Power Plants, Executive Vice President; Wärtsilä Propulsion 2002-2006:
President; Wärtsilä Corporation 1999-2002: Vice President, Finance & Control,
Marine Division; Wärtsilä Corporation 1997-1999: Business Controller, Power
Plants Division; Metra Finance Oy 1995-1997: Dealer 

Current key positions of trust: NCC AB: Board Member; Oras Invest Oy: Board
Member; East Office of Finnish Industries: Board Member; EVA (Elinkeinoelämän
valtuuskunta): Delegation Member; Finnish-Swedish Chamber of Commerce: Board
Member 

Independent of the company and its significant shareholders.

Shares: -