2024-03-27 11:30:00 CET

2024-03-27 11:30:11 CET


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Konecranes Oyj - Decisions of general meeting

Resolutions of Konecranes Plc's Annual General Meeting of shareholders


KONECRANES PLC STOCK EXCHANGE RELEASE MARCH 27, 2024 at 12:30 PM EET

Resolutions of Konecranes Plc's Annual General Meeting of shareholders

The Annual General Meeting of Konecranes Plc ("Konecranes" or the "Company") was
held today, Wednesday 27 March 2024 at 10.00 am EET at Hyvinkääsali (address:
Kauppatori 1, FI-05800 Hyvinkää, Finland).

The meeting approved the Company's annual accounts for the fiscal year 2023,
discharged the members of the Board of Directors and the CEO from liability, and
approved all proposals made by the Board of Directors and its committees and the
Shareholders' Nomination Board to the AGM.

Distribution of dividend

The AGM approved the Board's proposal that a dividend of EUR 1.35 per share be
distributed from the distributable assets of the parent company. The dividend
shall be paid to shareholders who on the record date of the dividend payment on
2 April 2024 are registered as shareholders in the Company's shareholders'
register maintained by Euroclear Finland Oy. The dividend shall be paid on 10
April 2024.

Remuneration Report

The AGM approved the Remuneration report. The resolution by the AGM on approval
of the Remuneration Report is advisory.

Remuneration Policy

The AGM decided to support the Remuneration Policy. The resolution by the AGM on
approval of the Remuneration Policy is advisory.

Remuneration of the members of the Board of Directors

The AGM approved the Shareholders' Nomination Board's proposal that the annual
remuneration for the Board of Directors and the meeting fees for the committees
and meetings of the Board of Directors remain unchanged. Annual remuneration is
paid to the members of the Board of Directors, other than the employee
representative, as follows: the remuneration to the Chair of the Board of
Directors is EUR 150,000, the remuneration to the Vice Chair of the Board of
Directors is EUR 100,000 in the event that a Vice Chair is elected by the Board,
and the remuneration to the other members of the Board of Directors is EUR
70,000. In case the term of office of a member of the Board of Directors ends
before the closing of the Annual General Meeting in 2025, he or she is entitled
to the prorated amount of the annual remuneration calculated on the basis of his
or her actual term in office.

The AGM approved that 40 per cent of the annual remuneration be paid in
Konecranes shares to be acquired on behalf of the members of the Board of
Directors at a price determined in public trading on Nasdaq Helsinki. The
purchase of shares shall be carried out in four equal instalments; each
instalment being purchased within the two-week period beginning on the date
following each of the Company's interim report announcements and the Company's
financial statements bulletin for 2024. The Company will pay the transaction
costs and transfer tax in connection with the purchase of remuneration shares.
In case the remuneration cannot be paid in shares due to legal or other
regulatory restrictions or due to other reasons related to the Company or a
member of the Board of Directors, the annual remuneration will be paid fully in
cash.

The AGM approved that members of the Board of Directors are eligible for a
meeting fee of EUR 1,000 for each meeting that they attend. For meetings of the
committees of the Board of Directors, the Chair of the Audit Committee is paid a
meeting fee of EUR 5,000, the Chair of the Human Resources Committee is paid a
meeting fee of EUR 3,000, and the other committee members are paid a meeting fee
of EUR 1,500 per each attended committee meeting. No meeting fee is paid for
decisions that are confirmed in writing without a meeting.

No remuneration will be paid to members of the Board of Directors employed by
the Company, in accordance with the agreement on employee representation between
Konecranes and its employees.

Travel expenses for all members of the Board of Directors, including the
employee member of the Board of Directors, will be compensated against receipt.

Composition of the Board of Directors

The AGM approved the Shareholders' Nomination Board's proposal that the number
of members of the Board of Directors shall be eight (8).

The current Board members Pauli Anttila, Pasi Laine, Ulf Liljedahl, Gun Nilsson,
Sami Piittisjärvi, and Päivi Rekonen were re-elected for a term of office ending
at the closing of the Annual General Meeting in 2025, and Thomas Schulz and
Birgit Seeger were elected as new members of the Board of Directors for the same
term of office.

Pasi Laine was elected as Chair of the Board of Directors.

Sami Piittisjärvi was proposed to be elected from candidates put forward by the
employees of Konecranes in accordance with the agreement on employee
representation between Konecranes and its employees.

Election of the auditor and their remuneration

The AGM approved the Board's proposal that Ernst & Young Oy be re-elected as the
Company's auditor for a term of office expiring at the closing of the Annual
General Meeting following the election. Ernst & Young Oy has informed the
Company that APA Toni Halonen will act as the auditor with the principal
responsibility. It was informed that Ernst & Young Oy will also act as the
sustainability assurance provider of the Company for a term of office expiring
at the closing of the Company's next Annual General Meeting.

The remuneration for the auditor will be paid according to an invoice approved
by the Company.

Changing the language of the Company's Articles of Association and registered
business name

The AGM approved the Board's proposal to change the language of the Company's
Articles of Association and the Company's business name as follows:

-        The language of the Company's registered Articles of Association is
changed from Swedish to Finnish;

-        The Company's business name is amended into its Finnish language form
Konecranes Oyj; and

-        The Company's currently registered business name Konecranes Abp is
adopted as the Company's Swedish language parallel name.

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 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 number of own shares to be repurchased and/or accepted as pledge based on
this authorization shall not exceed 7,500,000 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 shall decide 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 issuances of shares 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 the
members of the Board of Directors, to be used in incentive arrangements or to be
cancelled, provided that the repurchase and/or acceptance as pledge is in the
interest of the Company and its shareholders.

The authorization is effective until the closing of the next Annual General
Meeting, but no longer than until 27 September 2025.

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 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 (624/2006, as amended) as follows.

The number of shares to be issued based on this authorization shall not exceed
7,500,000 shares, which corresponds to approximately 9.5 per cent of all of the
shares in the Company.

The Board of Directors shall decide 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 issuance). The authorization can also
be used to issue shares or special rights for incentive arrangements, however,
not more than 1,350,000 shares in total together with the authorization in the
next item.

The authorization is effective until the closing of the next Annual General
Meeting, but no longer than until 27 September 2025. However, the authorization
for incentive arrangements is effective until 27 March 2029. This authorization
revokes the authorization for incentive arrangements given by the Annual General
Meeting 2023.

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

The AGM authorized the Board to decide on the transfer of the Company's own
shares as follows.

The authorization is limited to a maximum of 7,500,000 shares, which corresponds
to approximately 9.5 per cent of all the shares in the Company.

The Board of Directors shall decide 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 issuance). 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 Finnish Companies Act. The
authorization can also be used to transfer shares for incentive arrangements,
however, not with respect to more than 1,350,000 shares in total together with
the authorization in the previous item.

This authorization is effective until the closing of the next Annual General
Meeting, but no longer than until 27 September 2025. However, the authorization
for incentive arrangements is effective until 27 March 2029. This authorization
revokes the authorization for incentive arrangements given by the Annual General
Meeting 2023.

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

The AGM authorized the Board to decide on a directed issuance of shares without
payment needed for the continuation of the Share Savings Plan that the Annual
General Meeting 2012 decided to launch.

The AGM authorized the Board to decide on the issuance of new shares or on the
transfer of own shares held by the Company to such participants of the Share
Savings Plan who, according to the terms and conditions of the Plan, are
entitled to receive shares without payment, as well as to decide on the issuance
of shares without payment also to the Company itself. The authorization includes
a right, within the scope of this Share Savings 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 approximately 0.6 per cent of all of the
Company's shares.

The Board of Directors is entitled to decide on other matters concerning the
issuance of shares. The authorization concerning the issuance of shares is
effective until 27 March 2029. This authorization is effective in addition to
the authorizations in the previous items above. This authorization replaces the
authorization for the Share Savings Plan given by the Annual General Meeting
2023.

Authorizing the Board of Directors to decide on donations

The AGM authorized the Board to decide on donations in the aggregate maximum
amount of EUR 400,000 to be given to universities, institutions of higher
education or to other non-profit or similar purposes. The donations can be made
in one or more instalments. The Board of Directors may decide on the
beneficiaries and the amount of each donation. The authorization shall be
effective until the closing of the next Annual General Meeting.

Minutes of the meeting

The minutes of the meeting will be available on Konecranes' website at
www.konecranes.com/agm2024 as of 10 April 2024 at the latest.

KONECRANES PLC

Kiira Fröberg,

Vice President, Investor Relations

FURTHER INFORMATION

Kiira Fröberg,

Vice President, Investor Relations,

tel. +358 (0) 20 427 2050

Konecranes is a global leader in material handling solutions, serving a broad
range of customers across multiple industries. We consistently set the industry
benchmark, from everyday improvements to the breakthroughs at moments that
matter most, because we know we can always find a safer, more productive and
sustainable way. That's why, with around 16,600 professionals in over 50
countries, Konecranes is trusted every day to lift, handle and move what the
world needs. In 2023, Group sales totalled EUR 4.0 billion. Konecranes shares
are listed on Nasdaq Helsinki (symbol: KCR).

DISTRIBUTION

Nasdaq Helsinki

Major media

www.konecranes.com