Amendments to the Articles of Association of Konecranes Plc entered into the trade register
KONECRANES PLC STOCK EXCHANGE RELEASE 16 MARCH, 2007
Amendments to the Articles of Association of Konecranes Plc entered into the
trade register
The amendments to the Articles of Association that were approved at the Annual
General Meeting on 8 March 2007 have been entered into the Trade Register.
The amended Articles of Association of Konecranes Plc in their entirety read as
follows:
1 § Company's name and domicile
The Company's name is Konecranes Abp.
The Company's name in Finnish is Konecranes Oyj, and in English Konecranes Plc.
The Company's place of business is Hyvinkää.
2 § The object of Company's business
The object of the Company's business is to purchase, sell, import, export,
design, manufacture, repair, rent, let and lease materials handling equipment,
and to provide consultancy, research and marketing services. The company also
engages in factory maintenance and other maintenance services. For these
purposes, the Company may own, let and rent real estate, own securities and
trade in securities and real estate. The business operations may be carried out
directly by the Company itself, or by its subsidiaries, affiliate companies and
joint ventures. As parent company, the Company may be in charge of the
administration of the group of companies, and of financing, marketing and other
common corporate functions, and own and license industrial property rights.
3 § Book Entry Securities System
The shares in the Company fall under the Book Entry Securities System.
4 § Membership and term of office of the Board of Directors
The Company has a Board of Directors consisting of not less than five (5) and
not more than eight (8) ordinary members. The Board members' term of office
expires at the closing of the following Annual General Meeting following their
election. The
Board of Directors elects a Chairman from among its members to serve the Board
until the end of its term.
5 § Managing Director and his deputy
The Company has a Managing Director, who is nominated by the Board of Directors.
The Board of Directors may nominate a deputy for the Managing Director and
Assistant Managing Directors.
6 § Representing the company
All members of the Board of Directors together, or the Managing Director alone,
are authorized to represent the Company.
The Board of Directors decides on authorizing persons to sign for the Company
per procuram, so that two persons thus authorized represent the Company two
together.
7 § Financial year
The financial year of the Company begins on the 1st of January and ends on the
31st of December.
8 § Auditors
The Company has at least one (1) ordinary auditor, who is chartered by the
Central Chamber of Commerce, and his deputy auditor, or alternatively at least
one (1) firm of auditors chartered by the Central Chamber of Commerce. The
auditors are elected to office until further notice.
9 § Notice of a Shareholders' Meeting
The Board of Directors shall convene an Annual General Meeting or Shareholders'
Meeting by means of publishing a notice in two (2) national newspapers chosen by
the Board, not earlier than three (3) months and not later than seventeen (17)
days before the General Meeting.
In order to be entitled to attend a General Meeting, a shareholder shall notify
the Company of his intention in the order and during the period prescribed in
the Notice of General Meeting. The last date for giving such notice, which shall
not be earlier than ten (10) days prior to the meeting in question, may not be a
Sunday or other public holiday.
The Annual General Meeting may be held at the Company's domicile, or
alternatively in Helsinki.
10 § Annual General Meeting (Ordinary Shareholders' Meeting)
The Annual General Meeting shall be held on a day set by the Board of Directors
not later than six months after the end of the financial year.
The agenda of the Annual General Meeting shall include
The presentation of
1. the financial statement, as well as the consolidated financial statement of
the group;
2. the auditors' report;
resolutions concerning:
3. the adoption of the financial statement and the consolidated financial
statement of the group;
4. the measures deemed appropriate regarding the profit or other non-restricted
eq-uity reflected by the balance sheet adopted at the meeting;
5. discharging the members of the Board of Directors and the Managing Director
from personal liability;
6. the fees payable to the members of the Board of Directors, and the grounds
for reimbursing their travel expenses;
7. the fees payable to the auditors;
8. the number of members of the Board of Directors, and when necessary their
term of office, and when necessary the number of auditors;
the election of
9. the members of the Board of Directors;
10. when necessary an auditor or auditors and a possible deputy auditor;
dealing with
11. any other matters included in the Notice of Meeting.
11 § Dispute resolution
Any dispute arising between the company, a shareholder, the Board of directors
or its member, managing director and/or auditor shall be finally settled by
arbitration in accordance with the Arbitration Rules of the Finnish Central
Chamber of Commerce. The place of arbitration shall be Helsinki, and the
arbitration proceedings shall be con-ducted in the Finnish or Swedish language,
unless a party demands the arbitration proceedings to be conducted in the
English language.
Authorization of the Board of Directors to Transfer the Company's Own Shares
The Annual General Meeting authorised the Board to resolve to transfer shares
repurchased by the Company. The authorisation is registered in the trade
register and is limited to a maximum of 6,500,000 shares. The authorization
shall be effective until the next Annual General Meeting of Shareholders,
however no longer than until 7 September 2008. The authorisation includes a
right to resolve to transfer the shares deviating from the shareholders'
pre-emptive rights to acquire the Company's shares, provided that weighty
financial grounds exist.
The 2007 Stock Option Plan
The option rights of Konecranes Plc's option program 2007 have been entered into
the trade register. As a result of share subscriptions based on the 2007 stock
option rights, the number of Konecranes Plc's shares may be increased by a
maximum of 3 million new shares.
Konecranes is a world-leading group of Lifting Businesses™, serving a broad
range of customers, including manufacturing and process industries, shipyards,
ports and terminals. Konecranes provides productivity-enhancing lifting
solutions and services for lifting equipment of every make. In 2006, Group sales
totalled EUR 1,483 million. The Group has 7,500 employees, at more than 370
locations in 41 countries. Konecranes is listed on the OMX Helsinki Stock
Exchange (KCR1V).
KONECRANES PLC
Paul Lönnfors
IR Manager
FURTHER INFORMATION
Ms. Sirpa Poitsalo, Director, General Counsel, tel. +358-20 427 2011
DISTRIBUTION
OMX Helsinki Stock Exchange
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