KCI KONECRANES INTERNATIONAL PLC?S ANNUA
KCI KONECRANES INTERNATIONA PLC STOCK EXCHANGE RELEASE 1 (5)
6 March, 2003 4.15 p.m.
KCI KONECRANES INTERNATIONAL PLCS ANNUAL GENERAL MEETING RESOLUTIONS
KCI Konecranes International Plcs Annual General Meeting of
Shareholders was held on Thursday, 6 March 2003 at 11.00 a.m. at Group
headquarters in Hyvinkää, Finland.
Dividend EUR 0.95
KCI Konecranes International Plcs Annual General Meeting approved the
companys income statement and the balance sheet for the fiscal year
2002. The meeting discharged the Board Members and the Managing
Director from liability. The meeting adopted the Boards proposal that
a dividend of EUR 0.95 be paid on each of the 14,044,530 shares for a
total of EUR 13,342,303.50 and that the rest EUR 48,252,930.68 be
retained and carried forward. The Company holds 264,100 of its own
shares to which no dividend is paid. The record day of the dividend
payment is March 11, 2003. The dividend will be paid on March 18,
2003.
The President and CEOs Speech
Mr. Gustavson initiated his speech with a summary of the year 2002,
which he concluded was not a particularly good year for the Group.
Sales did not reach previous years levels, nor did profits. In a
situation where the overall market is volatile and lower utilisation
rates in customer industries affecting also the need for maintenance
services, Mr Gustavson was pleased to report on many good results in
the Group during the year:
We achieved growth in our biggest Business Area Maintenance Services,
we opened new markets in China and Japan, we developed new products
specifically in container handling and brought them to market, we
acquired the assets of three competitors in America and formed a
number of new strategic alliances.
Our operational efficiency improved. We were able to release funds
from working capital and our cash flow was record high. Yes, our
profit was smaller, but we are still one of the most profitable
engineering companies in Finland and in our industry we are in a class
of our own.ö
The Financial results were reviewed by Business Area.
Regarding the future, Mr Gustavson said that it is very difficult to
give any statements related to the future of the market even in the
2 (5)
short run. We have to plan for a continuation of the grim market
conditions. Mr Gustavson then highlighted some examples of the
policies the Group is employing for continued growth:
With a strong growth in Field services and the effects of the
acquired businesses in 2002 and the first acquisition made in 2003 we
expect a good development in Maintenance Services. Our new ventures in
China, Japan and Korea post interesting growth opportunities. The new
technology BoxHunter increases our competitiveness in container
handling. In North America we hope to increase our service locations
from 73 to 80 locations during 2003 supporting a strong development in
the region. In Europe, investment activity is increasing in the EU
candidate countries and we are well positioned to benefit from this
development. Mr Gustavson also presented the strategy for Plant
Services. With the addition of Plant Services we do not see any
limitations to our growth potential within Maintenance Services and we
hope to expand this business also outside Finland during 2003.
In conclusion Mr Gustavson stated that in spite of some dark clouds in
the overall market, we see more opportunities than threats for the
year 2003.
Main points from Mr. Gustavsons speech at the AGM are found recorded
on the Internet at: www.kcigroup.com/agm2003 (Requires Java-enabled
browser; Netscape 3.0+ or Microsoft Internet Explorer 3.0+).
Amendments to Articles 1, 2, 6, 11 and 12 of the Articles of
Association
The meeting adopted the Boards proposal 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.
3 (5)
Composition of the Board of Directors
The number of Board Members was confirmed to be six (6).
The Board Members, Messrs. Timo Poranen, President, Finnish Forest
Industries Federation and Mr. Stig Gustavson, President and CEO of the
Company were re-elected.
The other Board members are Messrs. Björn Savén, Chief Executive,
Industri Kapital, Juha Rantanen, President and CEO, Ahlstrom
Corporation, Matti Kavetvuo and Stig Stendahl.
In its first meeting the Board of Directors re-elected Mr. Björn Savén
as its Chairman.
Company auditors
External auditors Deloitte & Touche Oy were reconfirmed.
Authorisation of the Board of Directors to repurchase the Companys
own shares
The meeting adopted the Boards proposal that the Board be authorised
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, however, 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 meeting adopted the Boards proposal that the Board be authorised
to resolve to dispose of shares held by the Company as follows:
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
4 (5)
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.
Option rights to key personnel of the KCI Konecranes Group
The meeting adopted the Boards proposal that option rights be granted
to key personnel of the KCI Konecranes Group as well as to a wholly-
owned subsidiary of KCI Konecranes International Plc mainly under the
following terms:
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.
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.
5 (5)
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.
The terms and conditions of the 2003 stock option plan are available
on the Internet at the companys web site for investors:
http://www.kcigroup.com/agm2003
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
Ms. Franciska Janzon, IR-Manager, tel. +358-20 427 2043
DISTRIBUTION
Helsinki Exchanges
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