KONECRANES PLC STOCK EXCHANGE RELEASE MARCH 27, 2025 at 12:15 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, Thursday 27 March 2025 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 2024, 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 1.65 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 31 March 2025 are registered as shareholders in the Company's shareholders' register maintained by Euroclear Finland Oy. The dividend shall be paid on 8 April 2025.
Remuneration Report
The AGM approved the Remuneration report. The resolution by the AGM on approval of the Remuneration Report is advisory.
Remuneration of the members of the Board of Directors
The AGM approved the Shareholders' Nomination Board's proposal for the annual remuneration for the Board of Directors and the meeting fees for the committees and meetings of the Board of Directors. 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 160,000, the remuneration to the Vice Chair of the Board of Directors is EUR 100,000 and the remuneration to the other members of the Board of Directors is EUR 72,000. In case the term of office of a member of the Board of Directors ends before the closing of the Annual General Meeting in 2026, 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 2025. 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, Päivi Rekonen, Thomas Schulz and Birgit Seeger were re-elected for a term of office ending at the closing of the Annual General Meeting in 2026.
Pasi Laine was elected as Chair of the Board of Directors and Ulf Liljedahl was elected as Vice 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.
Amendment of the Company's Articles of Association
The AGM approved the Board's proposal to amend the Company's Articles of Association.
Following the amendments, the Articles of Association better reflects currently applicable regulations. In addition, the provisions of the Articles of Association concerning the term of office of the auditor and the sustainability reporting assurance provider enable the election of the auditor and the sustainability reporting assurance provider more flexibly than currently, also for a term of office commencing later.
The material amendments approved to the Articles of Association are:
- amending § 6 concerning the representation of the Company to the effect that the Company may also be represented by the Chair of the Board of Directors alone, as well as two members of the Board of Directors jointly;
- updating the current § 8 concerning the auditor to better reflect the market practice and currently applicable regulations, as well as amending the provision concerning the auditor's term of office;
- adding a new § 9 concerning the sustainability reporting assurance provider and its term of office;
- amending § 11 (current § 10) concerning the Annual General Meeting to better reflect the market practice and currently applicable regulations; as well as
- removing Swedish as a language for arbitration proceedings from § 12 (current § 11), for such provision of the Articles of Association to better reflect the Company's earlier decision to discontinue the use of Swedish as a reporting language starting from 1 January 2024, as well as the resolution by the Annual General Meeting 2024 to change the language of the Articles of Association from Swedish to Finnish.
Election of the auditor and sustainability reporting assurance provider for the term of office 2025 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. In addition, the AGM approved the Board's proposal that Ernst & Young Oy will 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. Ernst & Young has informed the Company that APA, ASA Toni Halonen will act as the sustainability auditor with the principal responsibility.
The remuneration for the auditor and sustainability reporting assurance provider will be paid according to an invoice approved by the Company.
Election of the auditor and sustainability reporting assurance provider for the term of office 2026 and their remuneration
The AGM approved the Board's proposal that Deloitte Oy be elected as the Company's auditor for a term of office commencing at the closing of the Annual General Meeting 2026 and expiring at the closing of the Annual General Meeting 2027. Deloitte Oy has informed the Company that APA Marika Nevalainen will act as the auditor with the principal responsibility. In addition, the AGM approved the Board's proposal that Deloitte Oy will act as the sustainability assurance provider of the Company for a term of office commencing at the closing of the Annual General Meeting 2026 and expiring at the closing of the Annual General Meeting 2027. Deloitte Oy has informed the Company that APA, ASA Marika Nevalainen will act as the sustainability auditor with the principal responsibility.
The remuneration for the auditor and sustainability reporting assurance provider will be paid according to an invoice approved by the Company.
Amendment to the Charter of the Shareholders' Nomination Board
The AGM approved the Board's proposal to amend the paragraph 2 of the Charter of the Shareholders' Nomination Board to the effect that the shareholders entitled to appoint a member to the Shareholders' Nomination Board shall be determined on the basis of the shareholders' register of the Company maintained by Euroclear Finland Oy on 31 May. Corresponding technical amendments were also approved to other dates and deadlines in paragraph 2 of the Charter.
In addition, paragraph 10 of the Charter was approved to be amended so that the mention of the Charter being prepared in Swedish is removed.
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 2026.
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 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 2026. However, the authorization for incentive arrangements is effective until 27 March 2030. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2024.
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 2026. However, the authorization for incentive arrangements is effective until 27 March 2030. This authorization revokes the authorization for incentive arrangements given by the Annual General Meeting 2024.
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 2030. 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 2024.
Authorizing the Board of Directors to decide on donations
The AGM authorized the Board to decide on donations of up to a total amount of EUR 400,000 to be given for purposes of general interest or similar purposes. The donations can be made in one or more instalments. The Board of Directors may decide on the beneficiaries, more specific uses, and the amount of each donation.
In addition, the AGM authorized the Board to decide on granting donations of up to a total amount of EUR 400,000 in one or more instalments for occasional emergency aid or similar purposes as needed, and to decide on the recipients, more specific uses, as well as the amount of each donation and other terms of the donations.
The authorizations 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/agm2025 as of 10 April 2025 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 16,800 professionals in over 50 countries, Konecranes is trusted every day to lift, handle and move what the world needs. In 2024, Group sales totalled EUR 4.2 billion. Konecranes shares are listed on Nasdaq Helsinki (symbol: KCR).
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