Resolutions of
The Annual General Meeting of
The meeting approved the Company's annual accounts for the fiscal year 2023, 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
Remuneration Report
The AGM approved the Remuneration report. The resolution by the AGM on approval of the Remuneration Report is advisory.
Remuneration Policy
The AGM decided to support the Remuneration Policy. The resolution by the AGM on approval of the Remuneration Policy is advisory.
Remuneration of the members of the Board of Directors
The AGM approved the Shareholders' Nomination Board's proposal that the annual remuneration for the Board of Directors and the meeting fees for the committees and meetings of the Board of Directors remain unchanged. 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
The AGM approved that 40 per cent of the annual remuneration be paid in
The AGM approved that members of the Board of Directors are eligible for a meeting fee of
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
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
Sami Piittisjärvi was proposed to be elected from candidates put forward by the employees of
Election of the auditor and their remuneration
The AGM approved the Board's proposal that
The remuneration for the auditor will be paid according to an invoice approved by the Company.
Changing the language of the Company's Articles of Association and registered business name
The AGM approved the Board's proposal to change the language of the Company's Articles of Association and the Company's business name as follows:
- The language of the Company's registered Articles of Association is changed from Swedish to Finnish;
- The Company's business name is amended into its Finnish language form
- The Company's currently registered business name Konecranes Abp is adopted as the Company's Swedish language parallel name.
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
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 (624/2006, as amended) 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
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
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
Authorizing the Board of Directors to decide on donations
The AGM authorized the Board to decide on donations in the aggregate maximum amount of
Minutes of the meeting
The minutes of the meeting will be available on
Kiira Fröberg,
Vice President, Investor Relations
FURTHER INFORMATION
Kiira Fröberg,
Vice President, Investor Relations,
tel. +358 (0) 20 427 2050
DISTRIBUTION
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Major media
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