INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
KYRO CORPORATION STOCK EXCHANGE RELEASE February 23, 2005 4.00 pm
INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS The shareholders of Kyro Corporation are invited to the Annual General Meeting of Shareholders which is held on Tuesday, 15 March 2005, at 4 p.m. at Hilton Helsinki Kalastajatorppa, Kalastajatorpantie 1, Helsinki. The following matters shall be handled at the Meeting: 1. Matters pertaining to the Annual General Meeting of Shareholders under article 14 of the Articles of Association 2. Authorisation of the Board of Directors to acquire the Company's own shares The Board of Directors proposes that the Board of Directors be authorised to acquire the Company's own shares using assets available for distribution of profits, provided that the combined nominal value of the shares of the Company together with the nominal value of the shares already in the possession of the Company corresponds to a maximum of 5 per cent of the Company's total share capital at the moment of acquisition. According to the proposal the authorisation entitles the Board of Directors to acquire the Company's own shares in a manner and scope determined by the Board of Directors for the purpose of using them as consideration in possible business acquisitions, to finance investments, or in other industrial arrangements or to be conveyed in other ways or to be invalidated. The invalidation of the shares shall require a decision of the General Meeting of Shareholders concerning lowering of the share capital. The Company's own shares would be acquired in accordance with a decision of the Board of Directors either through a purchase offer made to all shareholders on equal terms in proportion to their shareholdings and at the same price determined by the Board of Directors or, through public trading on the Helsinki Exchanges at the market price of the shares at the time of the acquisition. The authorisation is valid for a period of one year beginning from the decision of the General Meeting of Shareholders. The authorisation given to the Board of Directors at the Annual General Meeting of Shareholders on 17 March, 2004 to acquire the Company's own shares, is proposed to be cancelled. 3. Authorisation of the Board of Directors to convey the Company's own shares The Board of Directors proposes that the Board of Directors be authorised to decide on the conveyance of the Company's own shares. The authorisation would comprehend the conveyance of all such own shares of the Company that are acquired on the basis of the acquisition authorisation granted to the Board of Directors or that are in the Company's possession otherwise. According to the proposal the authorisation entitles the Board of Directors to decide to whom and in which order the own shares are conveyed. The Board of Directors may convey the own shares to be used as consideration in possible business acquisitions, to finance investments and in other industrial arrangements in a way and scope determined by the Board of Directors. The shares may also be conveyed through public trading on the Helsinki Exchanges. The shares may be conveyed at least at the market value of the shares at the time of the conveyance. The shares may also be conveyed against other compensation than money. The authorisation is valid for a period of one year beginning from the decision of the General Meeting of Shareholders. The authorisation given to the Board of Directors at the Annual General Meeting of Shareholders on 17 March, 2004 to convey the Company's own shares, is proposed to be cancelled. 4. Board of Directors and Auditors According to the company's Articles of Association, the term of office of members of the Board of Directors is three years. None of the members of the Board are due for re-election. The Board of Directors proposes, on the recommendation of the Audit Committee, the election as auditor of the authorised public accounting firm KPMG Oy Ab, which has consented to accept the position. Right to participate Shareholders entered in the Company's shareholders register maintained by the Finnish Central Securities Depository Ltd on 4 March 2005 are entitled to attend the General Meeting of Shareholders. Shareholders whose shares have not been transferred to the book-entry system are also entitled to attend the Annual General Meeting of Shareholders provided that they were registered prior to 22 December 1995 in the share register of Oy Kyro Ab. In such cases, shareholders must present their share certificates at the Annual General Meeting of Shareholders or otherwise demonstrate that title to the shares has not been transferred to a book-entry account. Enrolment Shareholders who wish to attend the Annual General Meeting of Shareholders must notify the Company of their intention to attend by Thursday, 10 March 2005 before 4 p.m., either in writing to Kyro Corporation, 39200 Kyröskoski, Finland, or by telephone at +358 3 382 3072 (Terttu Uusitalo) or by email at terttu.uusitalo@kyro.fi. The notification must reach the Company before the end of the notification period. Shareholders are kindly requested to deliver any powers of attorney to the above mentioned address before the end of the notification period. Documents available The financial statements and the proposals of the Board of Directors will be available for shareholders from 8 March 2005 at the head office of the Company, Vehmaistenkatu 5, 33730 Tampere. The Annual Report will be sent to shareholders in week 11. Payment of the dividend The Board of Directors proposes to the Annual General Meeting of Shareholders that on the basis of the adopted Balance Sheet a dividend of EUR 0.06 per share will be paid, for the fiscal year 2004, amounting in total EUR 4.7 million. The dividend will be paid to a shareholder registered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date, 18 March 2005. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 29 March 2005. Helsinki, 2 February 2005 KYRO CORPORATION Board of Directors