OREANDA-NEWS. Konecranes Board of Directors has resolved to convene the Annual General Meeting to be held on March 23, 2016. 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 2014)
- 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 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 29 March 2016 are registered as shareholders in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The dividend shall be paid on 6 April 2016.

Proposals on the Board composition and remuneration

The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the number of Board members shall be six (6).

The respective Boards of Directors of Konecranes Plc and Terex Corporation have in August 2015 approved a definitive agreement to combine their businesses in a merger of equals (the "Merger"). The Merger is subject to approval by both Terex and Konecranes shareholders, regulatory approvals and other closing conditions as further described in Konecranes' release of 11 August 2015. Konecranes expects to convene an Extraordinary General Meeting of shareholders to approve the Merger and elect a Board of Directors for the combined company Konecranes Terex Plc in the first half of 2016. Upon closing of the Merger, the combined company is planned to have a Board comprising nine members, of which five directors will be nominated by Terex and four directors by Konecranes.

The Nomination and Compensation Committee of the Board of Directors proposes that the current Board members Mr. Svante Adde, Mr. Stig Gustavson, Mr. Ole Johansson, Mr. Bertel Langenski?ld, Ms. Malin Persson and Mr. Christoph Vitzthum be re-elected for a term of office ending at the earlier of (i) the closing of the Merger or (ii) the closing of the Annual General Meeting in 2017. All candidates and the evaluation regarding their independence has been presented on the Company’s website www.konecranes.com. All candidates have given their consent to the election.

The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board to be elected at the Annual General Meeting for the term until the closing of the Annual General Meeting in 2017 be unchanged from 2015 as follows: Chairman of the Board EUR 105,000, Vice Chairman of the Board EUR 67,000, and other Board members EUR 42,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2017, 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 Committee furthermore proposes 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. 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.

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. Such compensation will be paid in connection with each instalment of the annual remuneration to the extent accrued. Any compensation accruing after the payment of the last instalment of the annual remuneration will be paid, without undue delay, after the end of the term of office of the Board member. 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 September 22, 2017.

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 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.

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 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.

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 March 22, 2021. 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 2015.

The actual notice to the Annual General Meeting is intended to be published on Wednesday, February 17, 2016.