Konecranes Oyj - Decisions of general meeting

RESOLUTIONS OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS

KONECRANES PLC  STOCK EXCHANGE RELEASE  March 23, 2016 at 1.15 p.m.

The Annual General Meeting of Konecranes Plc was held today, on Wednesday March
23, 2016 at 10.00 a.m. in Hyvinkää, Finland. The meeting approved the Company’s
annual accounts for the fiscal year 2015 and discharged the members of the
Board of Directors and Managing Directors 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 March 29, 2016
are registered as shareholders in the Company’s shareholders’ register
maintained by Euroclear Finland Ltd. The dividend shall be paid on April 6,
2016. 

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 six (6). The Board
members elected at the AGM in 2016 for a term of office ending at the earlier
of (i) the closing of the Merger (Konecranes – Terex Merger) or (ii) the
closing of the Annual General Meeting in 2017 are Mr. Svante Adde, Mr. Stig
Gustavson, Mr. Ole Johansson, Mr. Bertel Langenskiöld, Ms. Malin Persson and
Mr. Christoph Vitzthum. 

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, 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. 

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. The purchase of shares or transfer of treasury shares shall be carried
out in four equal instalments, each instalment being purchased or transferred
within the two week period following each of the Company's interim report
announcements and the Company's financial statements bulletin for 2016. 

In case the shares due in any such instalment cannot be purchased or
transferred within the time period indicated above due to legal or other
regulatory restrictions or due to reasons related to a Board member, the amount
of annual remuneration due for payment in such instalment shall be paid fully
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 informed the Company that APA Kristina
Sandin is going to act as the auditor with the principal responsibility. The
remuneration for the auditor be paid according to a reasonable invoice approved
by the company. 

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 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 September 22, 2017. 

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 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 the next item. 

The authorization is effective until the end of the next Annual General
Meeting, however no longer than until September 22, 2017. However, the
authorization for incentive arrangements is valid until March 22, 2021. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2015. 

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, however no longer than until September 22, 2017. However, the
authorization for incentive arrangements is valid until March 22, 2021. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting 2015. 

Authorizing the Board of Directors to decide on 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 continuation of the Share Savings Plan that the
Annual General Meeting 2012 decided to launch. 

The AGM authorized the Board of Directors 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 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 March
22, 2021. This authorization is in addition to the authorizations in the
previous items. This authorization replaces the authorization for the Share
Savings Plan given by the Annual General Meeting 2015. 


Minutes of the Meeting

The minutes of the AGM will be available on the Company’s website
www.konecranes.com/agm2016 as from April 6, 2016. 

KONECRANES PLC

Miikka Kinnunen
Director, Investor Relations



FURTHER INFORMATION
Mr. Miikka Kinnunen, Director, Investor Relations, tel. +358 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 2015, Group sales totaled EUR 2,126 million. The Group has 11,900
employees at 600 locations in 48 countries. Konecranes is listed on Nasdaq
Helsinki (symbol: KCR1V). 




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