Konecranes Oyj - Decisions of general meeting

RESOLUTIONS OF KONECRANES PLC’S ANNUAL GENERAL MEETING OF SHAREHOLDERS

KONECRANES PLC  STOCK EXCHANGE RELEASE  March 26, 2015 at 1.15 p.m.

The Annual General Meeting of Konecranes Plc was held today, on Thursday 26
March 2015 at 10.00 a.m. in Hyvinkää, Finland. The meeting approved the
Company's annual accounts for the fiscal year 2014 and discharged the members
of the Board of Directors and Managing Director 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 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. 

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 eight (8). The Board
members elected at the AGM in 2015 are Mr. Svante Adde, Mr. Stig Gustavson, Mr.
Ole Johansson, Mr. Matti Kavetvuo, Ms. Nina Kopola, 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. 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. 

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 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 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. 

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 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. 

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 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. 

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

Authorizing the Board of Directors to decide on donation

The AGM authorized the Board of Directors 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 is entitled to decide on practical matters relating to a
donation, for example nomination of recipients and the detailed terms of a
donation. The authorization shall be valid until December 31, 2015. 

Minutes of the Meeting

The minutes of the AGM will be available on the Company's website
www.konecranes.com/agm2015 as from 8 April 2015. 

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 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
Helsinki (symbol: KCR1V). 




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