Konecranes Oyj - Decisions of general meeting

Resolutions of Konecranes Plc's Annual General Meeting of Shareholders

KONECRANES PLC  STOCK EXCHANGE RELEASE  March 23, 2017 at 12:30 p.m.

The Annual General Meeting of Konecranes Plc was held today, on Thursday March
23, 2017 at 10.00 a.m. in Hyvinkää, Finland. The meeting approved the Company’s
annual accounts for the fiscal year 2016, discharged the members of the Board
of Directors and CEO from liability, and approved all proposals made by the
Board of Directors and its committees to the AGM. 

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 27, 2017
are registered as shareholders in the Company’s shareholders’ register
maintained by Euroclear Finland Ltd. The dividend shall be paid on April 4,
2017. 

Remuneration of the members of the Board of Directors

The AGM confirmed the annual remuneration payable to the members of the Board
for the term until the closing of the Annual General Meeting in 2018 as
follows: Chairman of the Board EUR 140,000, Vice Chairman of the Board EUR
100,000, and other Board Members EUR 70,000. In case the term of office of a
Board member ends before the closing of the Annual General Meeting in 2018, 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 furthermore approved that 50 per cent of the annual remuneration be
paid in Konecranes shares. The remuneration shares may be purchased on the
market on behalf of the Board members at a price determined in public trading
at the time of acquiring the shares or transferred in a corresponding number of
treasury shares. In case the shares cannot be purchased or transferred 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. 

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 of the Board of
Directors 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. 

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 is eight (8). Mr. Ole
Johansson, Ms. Janina Kugel, Mr. Bertel Langenskiöld, Mr. Ulf Liljedahl, Ms.
Malin Persson and Mr. Christoph Vitzthum were re-elected for a term of office
ending at the closing of the Annual General Meeting in 2018. 

Under § 5 of the Company's Articles of Association, Terex Corporation currently
has the right to appoint two members to the Company's Board of Directors upon
written notice to the Company. Terex Corporation has appointed Mr. David A.
Sachs and Mr. Oren G. Shaffer to the Board of Directors. 

Election of auditor and their remuneration

The AGM confirmed that Ernst & Young Oy continues as the Company’s auditor for
the year ending on 31 December 2017. 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 will be paid according to an
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 A or B shares and/or on the acceptance as pledge of the Company’s
own A or B shares. 

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 7.2 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, and also
otherwise than in proportion to the shareholdings of the shareholders (directed
repurchase). 

The authorization is effective until the end of the next Annual General
Meeting, however no longer than until 22 September 2018. 

Authorizing the Board of Directors to decide on the issuance of A shares as
well as on the issuance of special rights entitling to A shares 

The AGM authorized the Board of Directors to decide on the issuance of A shares
as well as the issuance of special rights entitling to A shares referred to in
chapter 10 section 1 of the Finnish Companies Act. 

The amount of A shares to be issued based on this authorization shall not
exceed 6,000,000 shares, which corresponds to approximately 7.2 per cent of all
the shares in the Company and 9.5 per cent of all the A shares in the Company.
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 1,000,000 A 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 22 September 2018. However, the
authorization for incentive arrangements is valid until 22 March 2022. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting in 2016. 

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

The AGM authorized the Board of Directors to decide on the transfer of the
Company’s own A shares. 

The authorization is limited to a maximum of 6,000,000 A shares, which
corresponds to approximately 7.2 per cent of all the shares in the Company and
9.5 per cent of all the A shares in the Company. 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 A shares, referred to in Chapter 10 of the
Companies Act. 

The authorization can also be used for incentive arrangements, however, not
more than 1,000,000 A 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 22 September 2018. However, the
authorization for incentive arrangements is valid until 22 March 2022. This
authorization revokes the authorization for incentive arrangements given by the
Annual General Meeting in 2016. 

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

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

The Board of Directors is authorized to decide on the issuance of new A shares
or on the transfer of own A 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 issuance of A shares
without payment also to the Company itself. The authorization includes a right,
within the scope of this Plan, to transfer own A shares currently held by the
Company, which have earlier been limited to purposes other than incentive
plans. The number of new A shares to be issued or own A 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 the
shares in the Company and 0.8 per cent of all the A shares in the Company. 

The authorization is valid until 22 March 2022. This authorization is in
addition to the authorizations in previous items. This authorization replaces
the authorization for the Share Savings Plan given by the Annual General
Meeting in 2016. 

Authorizing the Board of Directors to decide on donations

The AGM authorized the Board of Directors to decide on donations of up to EUR
200,000 to Aalto University and up to EUR 50,000 to Åbo Akademi University in
one or several instalments. The Board of Directors is entitled to decide on
designating all or part of the donations to specific study fields and any other
matters concerning the donations. The authorization is effective until the end
of the Annual General Meeting in 2018. 

Minutes of the Meeting

The minutes of the AGM will be available on the Company’s website
www.konecranes.com/agm2017 as from April 6, 2017 at the latest. 


KONECRANES PLC
Miikka Kinnunen
Vice President, Investor Relations



FURTHER INFORMATION
Mr. Miikka Kinnunen, Vice President, 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 of all makes. The Group has
18,000 employees at 600 locations in 50 countries. Konecranes class A share is
listed on Nasdaq Helsinki (symbol: KCR). 



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