KCI KONECRANES: AMENDMENTS ENTERED IN TH

Report this content
KCI KONECRANES PLC                  STOCK EXCHANGE RELEASE   1 (3)
                                    10 March, 2003 10.15 a.m.

KCI KONECRANES: AMENDMENTS ENTERED IN THE TRADE REGISTER

The following amendments to Articles 1, 2, 6, 11 and 12 of the
Articles of Association that were approved at the KCI Konecranes
International Plc's Annual General Meeting on 6 March 2003 have been
entered in the Trade Register.

The amended Articles read as follows:

1 § Name and domicile of the Company
The name of the Company is KCI Konecranes Abp.
The Company’s name in Finnish is KCI Konecranes Oyj, and in English
KCI Konecranes Plc.
The Company’s domicile is Hyvinkää.

2 § Object of the Company’s business
The object of the Company’s business is to purchase, sell, import,
export, manufacture, repair, rent, let and lease materials handling
equipment, and to provide consultancy, research and marketing
services. The object of the Company’s business is also to carry out
plant services and maintenance services. For these purposes the
Company may own, let and rent real estate, own securities and trade in
securities and real estate. The operations may be carried out directly
by the Company itself, or by its subsidiaries and affiliate companies
and joint ventures. As the parent company, the Company may be in
charge of the administration of the group of companies, and of
financing, marketing and other joint corporate functions.

6 § 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 term of office
of a Board member expires at the closing of the third Annual General
Meeting following his [or her] election, unless the Shareholders’
Meeting has resolved on a shorter term of office.
The Board of Directors elects from among its membership a Chairman to
serve the Board until the closing of the following Shareholders’
Meeting.
The Managing Director of the Company may not be elected as Chairman of
the Board.
The Managing Director may be an ordinary member of the Board of
Directors.

11 § Shareholders’ Meeting
The Board of Directors shall convene an Annual General Meeting or
Shareholders’ Meeting by publishing a notice in two (2) national
newspapers chosen by the Board, not earlier than two (2) months before
the final registration date stated in the notice convening the meeting
                                                             2 (3)

and not later than one (1) week before the record date referred to in
Chapter 3 a, Section 11, Paragraph 1 of the Companies Act.
In order to be entitled to attend a Shareholder’s Meeting, a
shareholder shall notify the Company of his intention in the order and
during the period prescribed in the Notice of Shareholders’ Meeting.
The last date of giving such notice, which shall not be earlier than
ten (10) days prior to the meeting in question, may not be a Sunday, a
Saturday or other public holiday.
The Annual General Meeting may be held at the Company’s domicile or in
Helsinki.

12 § Annual General Meeting
The Annual General Meeting shall be held on a day set by the Board of
Directors, but 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 containing an income statement, a balance
sheet and an annual report, as well as the consolidated financial
statement of the group, including a consolidated income statement and
a consolidated balance sheet, and
2. the auditors’ report and the auditor’s consolidated report;
resolutions concerning:
3. the adoption of the income statement and balance sheet, and the
consolidated income statement and balance sheet;
4. the measures deemed appropriate regarding the profit or loss
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, and
8. the number of the members of the Board of Directors and, if
necessary, their term of office, and the number of auditors,
the election of
9. the members of the Board of Directors,
10. an auditor or auditors and, if necessary, a deputy auditor;
dealing with
11. any other matters included in the Notice of Meeting.

The Annual General Meeting authorised the Board to resolve to dispose
of shares held by the Company. The authorisation is limited to a
maximum of 715,431 shares. The authorisation shall be effective for a
period of one (1) year as of the date of resolution of the Annual
General Meeting of Shareholders, i.e. as of March 6, 2003 until March
5, 2004. The authorisation includes a right to dispose of the shares
in another proportion than that of the shareholders’ pre-emptive
rights to acquire the company’s shares.


                                                             3 (3)

The Annual General Meeting adopted an issue of option rights. As a
result of share subscriptions based on the 2003 stock options, the
share capital of KCI Konecranes Plc may be increased by a maximum of
EUR 1,200,000 and the number of shares by a maximum of 600,000 new
shares.


KCI KONECRANES PLC


Franciska Janzon
IR Manager




FURTHER INFORMATION
KCI Konecranes Plc
Ms. Sirpa Poitsalo, Director, General Counsel,
tel. +358-20 427 2011




DISTRIBUTION
Helsinki Exchanges
Media


Subscribe