Konecranes Oyj: Konecranes Plc's Shareholders' Nomination Board's proposals for the composition and compensation of the Board of Directors
KONECRANES PLC STOCK EXCHANGE RELEASE JANUARY 9, 2026 at 10.15 AM EET
Konecranes Plc's Shareholders' Nomination Board's proposals for the composition and compensation of the Board of Directors
Konecranes Plc's Shareholders' Nomination Board has submitted its proposals to the Annual General Meeting to Konecranes' Board of Directors. The Nomination Board makes its proposals unanimously. The Annual General Meeting is planned to be held on March 26, 2026, and the company will publish the notice to convene the Annual General Meeting at a later time.
Proposal on Board Composition
The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be eight (8). However, should any of the candidates proposed by the Shareholders' Nomination Board withdraw their candidacy before the Annual General Meeting, the proposed number of Board members shall automatically be decreased correspondingly.
The Shareholders' Nomination Board proposes that of the current Board members Pasi Laine, Ulf Liljedahl, Gun Nilsson, Päivi Rekonen, Thomas Schulz and Birgit Seeger be re-elected for a term of office ending at the closing of the Annual General Meeting in 2027, and that Matts Rosenberg and Marco Wirén be elected as new members of the Board of Directors for the same term of office. Pauli Anttila and employee representative Sami Piittisjärvi of the current Board members are not available for re-election.
The Shareholders' Nomination Board proposes that Pasi Laine be elected as Chair of the Board of Directors and Ulf Liljedahl as Vice Chair of the Board of Directors.
CVs, photographs and the evaluation regarding the independence of the current members of the Board of Directors are presented on the company's website at investors.konecranes.com/board-directors, and the CVs, photographs and evaluation regarding the independence of the proposed new candidates will be made available on the company's website at investors.konecranes.com/agm-2026 by March 2, 2026, at the latest. Information on the proposed new candidates is also included as an attachment to this release. Based on the evaluation of the Shareholders' Nomination Board, the proposed candidates are deemed independent of Konecranes and of Konecranes' significant shareholders, with the exception of CEO of Solidium Oy, Matts Rosenberg, who is deemed independent of Konecranes but not independent of its significant shareholder Solidium.
The agreement on employee representation between Konecranes and its employees has been changed so that as of the 2026 Annual General Meeting the employee representative will not be a member of the Board but shall act as a nominated expert with a right of attendance and right to participate in discussions. The Shareholders' Nomination Board has appointed Ari Bertula as the employee representative.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders' Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets the other requirements of the Finnish Corporate Governance Code for listed companies.
Remuneration of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting 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.
The Shareholders' Nomination Board proposes that annual remuneration is paid to the members of the Board of Directors 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 2027, 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 Shareholders' Nomination Board proposes 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 2026. 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 Shareholders' Nomination Board proposes 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 the employee representative for participation in the Board meetings, 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 representative, will be compensated against receipt.
Composition of the Shareholders' Nomination Board
The Shareholders' Nomination Board comprises Ulla Palmunen (General Counsel of Solidium), Annika Paasikivi (Executive Chair of Oras Invest), Markus Aho (Deputy CEO, Chief Investment Officer of Varma) and Esko Torsti (Head of Alternative Investments of Ilmarinen).
In addition, Pasi Laine, the Chair of the Board of Directors of Konecranes, serves as an expert in the Shareholders' Nomination Board without being a member.
KONECRANES PLC
Linda Häkkilä
Vice President, Investor Relations
FURTHER INFORMATION
Linda Häkkilä,
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 16,500 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).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com
APPENDIX: INFORMATION ON THE PROPOSED NEW CANDIDATES
Matts Rosenberg
b. 1977
Ph.D. (Econ.), Hanken School of Economics
Principal occupation:
CEO, Solidium Oy, 2025-
Primary working experience:
2025 - CEO, Solidium Oy
2019 - 2025 CEO, Rettig
2018 - 2019 Deputy CEO and Head of Core Investments, Rettig
2016 - 2018 COO, Rettig
2014 - 2016 Deputy CEO and CFO, Fortaco Group,
2005 - 2013 Investment Professional, IK Partners
Current key positions of trust:
2022 - Vice Chair of the Board, Member of the Audit Committee Terveystalo Oyj
**
Marco Wirén
b. 1966
MSc. (Econ.), Uppsala University
Principal occupation:
CFO, Nokia, 2020-
Primary working experience:
2020 - CFO, Nokia
2018 - 2020 President, Wärtsilä Energy
2013 - 2018 Executive Vice President & CFO, Wärtsilä
2008 - 2013 Executive Vice President & CFO, SSAB
2007 - 2008 Vice President, Business Controls and Analysis, SSAB
2006 - 2007 CFO, Eltel Networks
2004 - 2005 Head, Business Development, Eltel Networks
2003 - 2004 Head, Service Division, Eltel Networks
2002 - 2003 Vice President, Corporate Development, Eltel Networks
1999 - 2002 Vice President, Strategy & Business Development, NCC
1998 - 1999 Vice President, Strategic Planning, NCC
1996 - 1998 Group Controller, NCC
1995 - 1996 Controller, M&A, NCC
1991 - 1995 Accountant/Auditor, Swedish Tax Authorities
1989 - 1990 Accountant, ABB Asea Skandia
Current key positions of trust:
-