Konecranes Oyj - Notice to general meeting

KONECRANES PLC - KONECRANES BOARD OF DIRECTORS CONVENES ANNUAL GENERAL MEETING 2015

KONECRANES PLC  STOCK EXCHANGE RELEASE  February 4, 2015 at 09.15 a.m.

Konecranes Board of Directors has resolved to convene the Annual General
Meeting to be held on March 26, 2015. The Board and its Committees will submit
the below proposals to the Annual General Meeting: 

- Proposal to pay a dividend of EUR 1.05 per share (EUR 1.05 for 2013)
- Proposals on the Board composition and remuneration
- Proposal on the election of auditor and auditor's fee
- Proposal to authorize the Board to decide on the repurchase and/or  on the
acceptance as pledge of the Company's own shares 
- Proposal to authorize the Board to decide on the issuance of shares as well
as on the issuance of special rights entitling to shares 
- Proposal to authorize the Board to decide on the transfer the Company's own
shares 
- Proposal to authorize the Board to decide on directed share issue without
payment for an employee share savings plan 
- Proposal to authorize the Board to decide on donation

Proposal to pay a dividend

The Board of Directors proposes to the General Meeting that a dividend of EUR
1.05 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 30 March 2015 are registered as shareholders in the Company's
shareholders' register maintained by Euroclear Finland Ltd. The dividend shall
be paid on 9 April 2015. 

Proposals on the Board composition and remuneration

The Nomination and Compensation Committee of the Board of Directors proposes to
the General Meeting that the current Board members Mr. Svante Adde, Mr. Stig
Gustavson, Mr. Matti Kavetvuo, Ms. Nina Kopola, Mr. Bertel Langenskiöld and Ms.
Malin Persson be re-elected Board members for a term of office ending at the
end of the Annual General Meeting 2016. 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 Nomination and Compensation Committee
furthermore proposes that B.Sc. (Econ.) Ole Johansson and B.Sc.
(Econ.)Christoph Vitzthum shall be elected new Board members for the same term
of office. All candidates have been presented in the press release given on 3
February 2015 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 2016 be 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 an invoice approved
by the company. 

Proposal to authorize the Board 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 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 25 September 2016. 

Proposal to authorize the Board to decide on the issuance of shares as well as
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
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 25 September 2016. However, the
authorization for incentive arrangements is valid until 25 March 2020. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2014. 

Proposal to authorize the Board to decide on the 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 25 September 2016. However, the
authorization for incentive arrangements is valid until 25 March 2020. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2014. 

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

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

The Board of Directors proposes that the General Meeting authorize the Board 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, 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 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 25
March 2020. This authorization is in addition to the authorizations in the two
previous items. This authorization replaces the authorization for the Share
Savings Plan given by the Annual General Meeting 2014. 

Proposal to authorize the Board of Directors to decide on donation

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on one or several donations of a maximum
aggregate amount of 250,000 euro to one or more Finnish Universities or
research centers to thereby support education or research. The Board of
Directors furthermore proposes that the Board of Directors be authorized to
decide on practical matters relating to a donation, for example nomination of
recipients and the detailed terms of a donation. The Board of Directors
considers a donation in accordance with the authorization to be reasonable in
view of the Company's financial situation and the amount of the Company's
non-restricted equity and that it is in the Company's interest to grant such
donations. The authorization shall be valid until December 31, 2015. 

The actual notice to the Annual General Meeting is intended to be published on
Tuesday, 10 February, 2015. 

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 2014, Group sales totaled EUR 2,011 million. The Group has 12,000
employees at 600 locations in 48 countries. Konecranes is listed on the NASDAQ
OMX Helsinki (symbol: KCR1V). 



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