KCI KONECRANES: PROPOSALS OF THE BOARD O
KCI KONECRANES INTERNATIONAL PLC STOCK EXCHANGE RELEASE 1 (16)
12 February, 2003 5.00 p.m.
KCI KONECRANES: PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS 2003
Proposal to distribute a dividend of EUR 0.95 per share
Proposal to amend Articles 1, 2, 6, 11 and 12 of the Articles of
Association
Proposal for the authorisation of the Board to repurchase the
Companys own shares
Proposal for the authorisation of the Board to dispose of own shares
held by the Company
Proposal to issue stock option rights to key personnel of the KCI
Konecranes Group
The Annual General Meeting of Shareholders will be held on 6 March,
2003. The notice to convene the AGM will be published in the
newspapers Helsingin Sanomat and Hufvudstadsbladet and as a separate
release on 13 February, 2003.
Proposal of the Board to distribute dividend
The Board of Directors of KCI Konecranes International Plc proposes to
the Annual General Meeting of Shareholders that a dividend of EUR 0.95
be paid on each of the 14,308,630 shares for a total of EUR
13,593,198.50 and that the rest EUR 48,002,035.68 be retained and
carried forward.
Amendments to Articles 1, 2, 6, 11 and 12 of the Articles of
Association
The Board of Directors proposes that the Articles of Association of
the Company be partially amended as follows:
1 §: The new name of the Company is KCI Konecranes Abp, in Finnish KCI
Konecranes Oyj and in English KCI Konecranes Plc.
2 §: Plant services and maintenance services are added to the object
of the Companys business
6 §: The number of the ordinary members of the Board is five to eight
(5-8). In connection with the election it can be decided on a shorter
term of office for a Board member (turn of resignation of a Board
member).
11 §: The date of delivery of the notice to convene a Shareholders
Meeting is amended to correspond to the contents of the amended
Companies Act
12 §: A mention concerning the decision making on a Board members
term of office is added.
Authorisation of the Board of Directors to repurchase the Companys
own shares
2 (16)
The Board of Directors proposes that the Annual General Meeting of
Shareholders would authorise the Board of Directors to resolve to
repurchase the Companys own shares using funds available for
distribution of profit. The Companys own shares may be repurchased to
be used by the Company to implement incentive programs for the
Companys key personnel or to pay remuneration for services rendered,
to be used as consideration in possible acquisitions and other
arrangements, to develop the capital structure of the Company, to be
otherwise disposed of or to be cancelled. Altogether no more than
715,431 shares may be repurchased taking into consideration the
provisions of the Companies Act regarding the maximum number of own
shares that the Company is allowed to possess.
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.
Authorisation of the Board of Directors to dispose of own shares held
by the Company
The Board of Directors proposes that the Annual General Meeting of
Shareholders would authorise the Board of Directors to resolve to
dispose of shares repurchased by the Company. The authorisation is
limited to a maximum of 715,431 shares. The Board of Directors is
authorised to resolve to whom, in which order and in which manner the
repurchased shares will be disposed of. The shares may be disposed of
as consideration in possible acquisitions and other arrangements or
for granting incentives to key personnel or to pay remuneration for
services rendered. The Company may in such context enter into
customary derivative, share lending or other arrangements within the
limits set out by law and other regulations. The shares may also be
disposed of by selling them through public trading.
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 Board of Directors proposal to issue option rights to key
personnel of the KCI Konecranes Group
The Board of Directors proposes that stock options be issued to the
key personnel of the KCI Konecranes Group, as well as to a wholly-
owned subsidiary of KCI Konecranes International Plc. The number of
stock options issued will be 600,000. Of the stock options 200,000
will be marked with the symbol 2003A, 200,000 will be marked with the
symbol 2003B and 200,000 will be marked with the symbol 2003C. The
stock options entitle to subscription of a maximum of 600,000 shares
in KCI Konecranes International Plc.
3 (16)
The share subscription price for all stock options shall be the trade
volume weighted average quotation of the share of KCI Konecranes
International Plc on the Helsinki Exchanges between 1 April and 30
April 2003 increased by ten (10) per cent.
Notwithstanding the above, the Board may decide to increase the share
subscription price pursuant to the 2003B and 2003C stock options
before the relevant share subscription period pursuant to such stock
options has commenced.
The Board has the right to decide that from the share subscription
price based on the stock options shall, as per the dividend record
date, be deducted an amount not exceeding the special dividends
exceeding customary dividends, as defined by the Board, to the extent
determined after the commencement of the period for determination of
the share subscription price but before share subscription. The share
subscription price shall nevertheless always amount to at least the
nominal value of the share.
The share subscription period shall for stock option 2003A be between
2 May 2005 and 31 March 2007, for stock option 2003B between 2 May
2006 and 31 March 2008 and for stock option 2003C between 2 May 2007
and 31 March 2009.
As a result of share subscriptions based on the 2003 stock options,
the share capital of KCI Konecranes International 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.
The purpose of the stock options is to encourage the key personnel to
work on a long-term basis in order to increase the shareholder value.
The purpose of the stock options is also to commit key personnel to
the employer by a principal obligation to offer the stock options back
to the company without compensation for possible accrued value if the
employment ends before 5 May 2007.
In connection with option rights to be issued in 2003 the Board will
require that the receiver of option rights holds shares in the
company. In addition, the Board intends to investigate the
possibilities to repurchase the 1999B, 2001A and 2001B option rights
that have been issued by the company.
Enclosures:
1. Proposal to amend Articles 1, 2, 6, 11 and 12 of the Articles of
Association
2. Proposal for the authorisation of the Board to repurchase the
Companys own shares
3. Proposal for the authorisation of the Board to dispose of own
shares held by the Company
4 (16)
4. Proposal to issue option rights to key personnel of the KCI
Konecranes Group (enclosed the terms and conditions of the stock
option plan)
The proposals by the Board of Directors are available also on the
internet at http://www.kcigroup.com/agm2003 .
KCI Konecranes International Plc ANNEX 1
The Annual General Meeting of Shareholders 6.3.2003
THE BOARDS PROPOSAL TO AMEND ARTICLES 1, 2, 6, 11 AND 12 OF THE
ARTICLES OF ASSOCIATION
Articles in Force:
1 § Name and domicile of the Company
The name of the Company is KCI Konecranes International Abp.
The Companys name in Finnish is KCI Konecranes International Oyj, and
in English KCI Konecranes International Plc.
The Companys domicile is Hyvinkää.
2 § Object of the Companys business
The object of the Companys business is to purchase, sell, import,
export, manufacture, repair, rent, let and lease materials handling
equipment, and to provide consultancy, research and marketing
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.
Boards Proposals:
1 § Name and domicile of the Company
The name of the Company is KCI Konecranes Abp.
The Companys name in Finnish is KCI Konecranes Oyj, and in English
KCI Konecranes Plc.
The Companys domicile is Hyvinkää.
2 § Object of the Companys business
The object of the Companys business is to purchase, sell, import,
export, manufacture, repair, rent, let and lease materials handling
equipment, and to provide consultancy, research and marketing
5 (16)
services. The object of the Companys 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.
Articles in Force:
6 § Membership and term of office of the Board of Directors
The Company has a Board of Directors consisting of not less than six
(6) and not more than seven (7) ordinary members. The Board members
term of office expires at the closing of the third Annual General
Meeting following their election.
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 and
not later than one (1) week before the final registration date stated
in the Notice of Meeting.
In order to be entitled to attend a Shareholders 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 Companys domicile or in
Helsinki.
Boards Proposals:
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.
6 (16)
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
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 Shareholders 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 Companys domicile or in
Helsinki.
Article in Force:
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 auditors 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;
7 (16)
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 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.
Boards Proposal:
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 auditors 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.
8 (16)
KCI Konecranes International Plc ANNEX 2
The Annual General Meeting of Shareholders 6.3.2003
AUTHORISATION OF THE BOARD OF DIRECTORS TO REPURCHASE THE COMPANYS
OWN SHARES
The Board of Directors proposes that the Annual General Meeting of
Shareholders would authorise the Board of Directors to resolve to
repurchase the Companys own shares using funds available for
distribution of profit as follows:
The Companys own shares may be repurchased to be used by the Company
to implement incentive programs for the Companys key personnel to pay
remuneration for services rendered, to be used as consideration in
possible acquisitions and other arrangements, to develop the capital
structure of the Company, to be otherwise disposed of or to be
cancelled.
Altogether no more than 715.431 shares may be repurchased, taking into
consideration, however, the provisions of the Companies Act regarding
the maximum number of own shares that the Company is allowed to hold.
The repurchase of shares will be executed by purchasing shares through
public trading on the Helsinki Exchanges. The repurchase price must be
based on the market price of the Companys share in public trading.
The Company may enter into customary derivative, share lending or
other arrangements within the limits set by law and other regulations.
The repurchase price will be paid to the sellers of shares within the
time period specified in the Rules of Helsinki Exchanges and the Rules
of Finnish Central Securities Depository Ltd.
The shares will not be repurchased in proportion to the holdings of
the shareholders as the repurchases of shares are executed by
purchasing shares through public trading.
Repurchases will reduce the Companys distributable retained earnings.
As the maximum number of the shares to be repurchased does not exceed
5 per cent of the share capital and does not exceed 5 per cent of the
voting rights attached to the shares, the repurchase will have no
significant effect on the relative holdings of the shareholders of the
Company or the voting powers among them.
The aggregate amount of shares held by persons belonging to the inner
circle of the Company as defined in Chapter 1, Section 4, Paragraph 1
of the Companies Act, together with shares that such persons are
entitled to subscribe for on the basis of existing option rights,
corresponds to approximately 25.2 per cent of the share capital of the
Company and the voting rights attached to the shares. If the holdings
of such persons remain unchanged during the validity of authorisation
9 (16)
and the Company repurchases the maximum number of shares pursuant to
the authorisation, the corresponding figure will after the repurchase
be approximately 25.2 per cent of the share capital and approximately
26.5 per cent of the voting rights attached to the 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.
KCI Konecranes International Plc ANNEX 3
The Annual General Meeting of Shareholders 6.3.2003
AUTHORISATION OF THE BOARD OF DIRECTORS TO DISPOSE OF OWN SHARES HELD
BY THE COMPANY
The Board of Directors proposes that the Annual General Meeting of
Shareholders would authorise the Board of Directors to resolve to
dispose of shares repurchased by the Company as follows:
The authorisation is limited to a maximum of 715,431 shares. The
maximum number of shares covered by the authorisation does not exceed
5 per cent of the share capital of the Company and does not exceed 5
per cent of the voting rights attached to the shares. The shares may
be disposed of in one or several occasions..
The Board of Directors is authorised to resolve to whom, in which
order, under which terms and conditions, how many and in which manner
the repurchased shares will be disposed of. The shares may be disposed
of as consideration in possible acquisitions and other arrangements or
for granting incentives to key personnel or for paying remuneration
for services rendered. The Company may enter into customary
derivative, share lending or other arrangements within the limits set
by law and other regulations. The shares may also be disposed of by
selling them through public trading.
The Board of Directors is authorised to resolve to dispose of the
shares in another proportion than that of the shareholders´ pre-
emptive rights to acquire the Companys shares, provided that weighty
financial grounds exist from the Companys perspective. Financing or
implementation of acquisitions or other arrangements or granting
incentives to key personnel or paying remuneration for services
rendered may be regarded as weighty financial grounds from the
Companys perspective.
The Board of Directors is authorised to resolve on the transfer price,
on the grounds for determining the transfer price and on the disposal
of shares against other than pecuniary consideration.
10 (16)
The authorization is not proposed to include disposal of shares to the
benefit of persons belonging to the category referred to in the
Companies Act, Chapter 1, Section 4, Paragraph 1.
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.
KCI Konecranes International Plc ANNEX 4
The Annual General Meeting of Shareholders 6.3.2003
PROPOSAL OF THE BOARD OF DIRECTORS TO ISSUE STOCK OPTION RIGHTS
The Board of Directors proposes that stock options be issued by the
Annual General Meeting of Shareholders to the key personnel of the KCI
Konecranes Group, as well as to a wholly owned subsidiary of KCI
Konecranes International Plc, on the terms and conditions attached
hereto.
The stock options shall, deviating from the shareholders pre-emptive
right to subscription, be issued to the key personnel of the KCI
Konecranes Group, as well as to a wholly owned subsidiary of the
Company. It is proposed that the shareholders pre-emptive right to
subscription be deviated from since the stock options are intended to
form a part of the incentive and commitment program for key personnel.
The purpose of the stock options is to encourage key personnel to work
on a long-term basis to increase the shareholder value. The purpose of
the stock options is also to commit the key personnel to the Company.
The stock options shall be divided into 2003A, 2003B and 2003C stock
options and be issued without consideration, by the resolution of the
Board of Directors, to the key personnel employed by or to be
recruited by the KCI Konecranes Group. Upon issue the stock options
2003B and 2003C shall be distributed to a wholly-owned subsidiary of
KCI Konecranes International Plc, Konecranes Finance Oy.
The share subscription price for all stock options shall be the trade
volume weighted average quotation of the share of KCI Konecranes
International Plc on the Helsinki Exchanges between 1 April and 30
April 2003 increased by ten (10) per cent.
Notwithstanding the above, the Board may decide to increase the share
subscription price pursuant to the 2003B and 2003C stock options
before the relevant share subscription period pursuant to such stock
options has commenced.
The Board has the right to decide that from the share subscription
price based on the stock options shall, as per the dividend record
date, be deducted an amount not exceeding the special dividends
exceeding customary dividends, as defined by the Board, to the extent
11 (16)
determined after the commencement of the period for determination of
the share subscription price but before share subscription. The share
subscription price shall nevertheless always amount to at least the
nominal value of the share.
The share subscription period shall for stock option 2003A be between
2 May 2005 and 31 March 2007, for stock option 2003B between 2 May
2006 and 31 March 2008 and for stock option 2003C between 2 May 2007
and 31 March 2009.
As a result of share subscriptions based on the 2003 stock options,
the share capital of KCI Konecranes International 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.
A proportion of the persons eligible for share subscription belong to
the inner circle of the Company. The total share ownership of the
persons belonging to this category eligible for share subscription
does not exceed 5.0% of the Companys shares and the voting rights of
the shares.
The stock options now issued can be exchanged for shares constituting
a maximum of 4.1% of the Companys shares and voting rights after the
potential share capital increase.
Enclosure: 2003 Stock Option Terms and Conditions
KCI Konecranes International Plc ANNEX 4a
The Annual General Meeting of Shareholders 6.3.2003
KCI KONECRANES INTERNATIONAL PLC 2003 STOCK OPTIONS
At its meeting on 12 February 2003 the Board of Directors of KCI
Konecranes International Plc (Board of Directors) has resolved to
propose to the Annual General Meeting of Shareholders to be held on 6
March 2003 that stock options be issued to the key persons of KCI
Konecranes International Plc (KCI or Company) and its subsidiaries
(together KCI Konecranes Group) and to a wholly-owned subsidiary of
KCI on the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The number of stock options issued will be 600,000, which entitle to
subscribe for a total of 600,000 shares in KCI.
12 (16)
2. Stock Options
Of the stock options 200,000 will be marked with the symbol 2003A,
200,000 will be marked with the symbol 2003B and 200,000 will be
marked with the symbol 2003C. The persons to whom stock options will
be distributed will be notified in writing by the Company about the
offer of stock options. The stock options will be distributed to the
recipient when he or she has accepted the offer of the Company. Stock
option certificates shall, upon request, be delivered to the stock
option holder in the beginning of the relevant share subscription
period unless the stock options have been transferred to the book-
entry securities system.
3. Right to Stock Options
The stock options shall, deviating from the shareholders pre-emptive
right to subscription, be granted to the key persons of the KCI
Konecranes Group and to Konecranes Finance Oy (Konecranes Finance), a
wholly owned subsidiary of KCI. It is proposed that the shareholders
pre-emptive right to subscription be deviated from since the stock
options are intended to form a part of the KCI Konecranes Groups
incentive and commitment program for the key persons.
4. Distribution of Stock Options
The Board of Directors shall decide on the allocation of stock
options. Stock options shall be distributed to Konecranes Finance Oy
to such extent that the stock options are not distributed to key
persons of the KCI Konecranes Group. Upon issue the stock options
2003B and 2003C shall be granted to Konecranes Finance. The Board of
Directors of KCI shall later on decide upon the further distribution
of the stock options granted to Konecranes Finance, in a manner
supporting the purpose of the stock option plan.
5. Transfer of Stock Options and Obligation to Offer Stock Options
The stock options are freely transferable, when the relevant share
subscription period has begun. The Company shall hold the stock
options on behalf of the stock option holder until the beginning of
the share subscription period. The stock option holder has the right
to acquire the possession of the stock options when the relevant share
subscription period begins. Should the stock option holder transfer
his/her stock options, such person is obliged to inform the Company
about the transfer in writing without delay. The Board of Directors
may, as an exception to the above, permit the transfer of a stock
option also before such date.
Should a stock option holder cease to be employed by or in the service
of the KCI Konecranes Group, for any other reason than the death of
the employee, or the statutory retirement of the employee in
compliance with the employment contract, or the retirement of the
employee otherwise determined by the Company, before 2 May 2007, such
13 (16)
person shall without delay offer to the Company or its order, free of
charge, the stock options for which the share subscription period in
accordance with Section II.2 had not begun at the last day of such
persons employment or service. The Board of Directors can, however,
in the above-mentioned cases, decide that the stock option holder is
entitled to keep such stock options or a part of them, which are
subject to the offering obligation.
Regardless of whether the stock option holder has offered his/her
stock options to the Company or not, the Company is entitled to inform
the stock option holder in writing that the stock option holder has
lost his/her stock options on the basis of the above-mentioned
reasons. Should the stock options be transferred to the book-entry
securities system, the Company has the right, whether or not the stock
options have been offered to the Company, to request and get
transferred all the stock options, for which the share subscription
period had not begun, from the stock option holders book-entry
account to the book-entry account appointed by the Company without the
consent of the stock option holder. In addition, the Company is
entitled to register transfer restrictions and other respective
restrictions concerning the stock options to the stock option holders
book-entry account without the consent of the stock option holder.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to Subscribe New Shares
Each stock option entitles its holder to subscribe for one (1) share
in KCI. The nominal value of each share is EUR 2.00. As a result of
the subscriptions the share capital of KCI may be increased by a
maximum of EUR 1,200,000 and the number of shares by a maximum of
600,000 new shares.
Konecranes Finance, as a subsidiary of KCI, shall not be entitled to
subscribe shares in KCI on the basis of the stock options.
2. Share Subscription and Payment
The share subscription period shall be:
for stock option 2003A 2 May 2005 31 March 2007,
for stock option 2003B 2 May 2006 31 March 2008 and
for stock option 2003C 2 May 2007 31 March 2009.
The share subscription shall take place at the head office of KCI or
possibly at another location to be determined later. The subscriber
shall transfer the respective stock option certificates with which
he/she subscribes shares to the Company, or in case the stock options
have been transferred to the book-entry securities system, the stock
options with which shares have been subscribed shall be deleted from
the subscribers book-entry account. Payment for shares subscribed
14 (16)
shall be effected upon subscription to the bank account appointed by
the Company. The Company shall decide on all measures concerning the
share subscription.
3. Share Subscription Price
The share subscription price shall for all stock options be the trade
volume weighted average quotation of the KCI share on the Helsinki
Exchanges between 1 April and 30 April 2003 increased by ten (10) per
cent.
Notwithstanding the above, the Board may decide to increase the share
subscription price pursuant to the 2003B and 2003C stock options
before the relevant share subscription period pursuant to such stock
options has commenced.
The Board has the right to decide that from the share subscription
price based on the stock options shall, as per the dividend record
date, be deducted an amount not exceeding the special dividends
exceeding customary dividends, as defined by the Board, to the extent
determined after the commencement of the period for determination of
the share subscription price but before share subscription.The share
subscription price shall nevertheless always amount to at least the
nominal value of the share.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the book-
entry account of the subscriber.
5. Shareholder Rights
Dividend rights of the shares and other shareholder rights shall
commence when the increase of the share capital has been entered into
the Trade Register.
6. Share Issues, Convertible Bonds and Stock Options before Share
Subscription
Should the Company, before the share subscription, increase its share
capital through an issue of new shares, or issue of new convertible
bonds or stock options, a stock option holder shall have the same
right as or an equal right to that of a shareholder. Equality is
reached in the manner determined by the Board of Directors by
adjusting the number of shares available for subscription, the share
subscription price or both of these.
Should the Company, before the subscription for shares, increase its
share capital by way of a bonus issue, the subscription ratio shall be
amended so that the ratio to the share capital of shares to be
subscribed by virtue of stock options remains unchanged. If the number
of shares that can be subscribed for by virtue of one stock option
15 (16)
should be a fraction, the fractional part shall be taken into account
by reducing the subscription price.
7. Rights in Certain Cases
If the Company reduces its share capital before the share
subscription, the subscription right accorded by the terms and
conditions of the stock options shall be adjusted accordingly as
specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the share subscription,
the stock option holder shall be given an opportunity to exercise his
subscription right before the liquidation begins within a period of
time determined by the Board of Directors.
If the Company resolves to merge in another company as the company
being acquired or in a company to be formed in a combination merger or
if the Company resolves to be divided, the stock option holder shall,
before the merger or division, be given the right to subscribe for the
shares with his/her stock options within a period of time determined
by the Board of Directors. After such date no subscription right shall
exist. In the above situations the stock option holder has no right
to require that the Company redeems the stock options from him/her for
market value.
If the Company, after the beginning of the share subscription period,
resolves to repurchase its own shares by an offer made to all
shareholders, the stock option holders shall be made an equivalent
offer. In other cases repurchase of the Companys own shares does not
require the Company to take any action in relation to the stock
options.
In case, before the end of the share subscription period, a situation,
as referred to in Chapter 14 Section 19 of the Finnish Companies Act,
in which a shareholder possesses over 90% of the shares of the Company
and therefore has the right and obligation to redeem the shares of the
remaining Shareholders, or a situation, as referred to in Chapter 6
Section 6 of the Finnish Securities Market Act, or a situation, as
referred to in Section 13 in the Articles of Association, arise, stock
option holders shall be entitled to use their right of subscription by
virtue of the stock option within a period of time determined by the
Board of Directors.
If the nominal value of the share is changed while the share capital
remains unchanged, the share subscription terms and conditions of the
stock options shall be amended so that the total nominal value of the
shares available for subscription and the total share subscription
price remain the same.
Converting the Company from a public company into a private company
shall not affect the terms and conditions of the stock options.
16 (16)
III OTHER MATTERS
The laws of Finland shall be applied to these terms and conditions.
Disputes arising in relation to the stock options shall be settled by
arbitration in accordance with the Arbitration Rules of the Central
Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock options
to the book-entry securities system at a later date and on the
resulting technical amendments to these terms and conditions,
including those amendments and specifications to the terms and
conditions, which are not considered essential. Other matters related
to the stock options are decided on by the Board of Directors.
The Company shall inform the stock option holders on all matters
related to this stock option plan by mail or by e-mail, or, in case
the stock options are listed in the stock exchange, the Company can
inform the stock option holders by publishing stock exchange releases.
The stock option documentation is kept available for inspection at the
head office of KCI.
The Company is entitled to withdraw the stock options, which have not
been transferred, or with which shares have not been subscribed, free
of charge, if the stock option holder acts against these terms and
conditions, or against regulations given by the Company on the basis
of these terms and conditions, or against applicable law, or against
regulations by authorities.
These terms and conditions have been made in Finnish, Swedish and
English. In case of any discrepancy between the Finnish, Swedish and
English terms and conditions, the Swedish terms and conditions are
decisive.
KCI KONECRANES INTERNATIONAL PLC
Franciska Janzon
IR Manager
FURTHER INFORMATION
KCI Konecranes International Plc
Ms Sirpa Poitsalo, Director, General Counsel
Tel. +358-20 427 2011
DISTRIBUTION
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