NOTICE TO CONVENE THE ANNUAL GENERAL MEE
KCI KONECRANES PLC STOCK EXCHANGE RELEASE 1 (4)
12 February, 2004 12.30 p.m.
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
This document is an unofficial English translation of the original
Swedish version
The shareholders of KCI Konecranes Plc are invited to the Annual
General Meeting of Shareholders to be held on Thursday, March 4, 2004
at 11.00 a.m., at the Companys headquarters, Koneenkatu 8, 05830
Hyvinkää.
THE MEETING SHALL DECIDE ON THE FOLLOWING MATTERS:
1. Matters to be Decided upon under Article 12 of the Articles of
Association
2. Proposal of the Board for Partial Amendment of the Articles of
Association
The Board of Directors proposes pursuant to the new Corporate
Governance Recommendation for Listed Companies that the term of the
Board members be changed from three (3) years to one (1) year.
Therefore, the Board of Directors proposes that Article 6 of the
Articles of Association of the Company be amended as follows:
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 Board members expires at the closing of the next Annual General
Meeting following his/her election.
The Board of Directors elects for its term of office a Chairman from
among its membership.
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.
3. 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 by using funds available for
distribution of profit as follows:
2 (4)
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, 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 in such context enter into customary derivative, share
lending or other arrangements within the limits set out 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 authorisation shall be effective as of March 6, 2004 until March
3, 2005.
4. Authorisation of the Board of Directors to Dispose of Own Shares
Repurchased 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 lots of shares.
3 (4)
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 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 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.
The authorization is not proposed to include disposal of shares for
the benefit of persons belonging to the inner circle of the Company
referred to in Chapter 1, Section 4, Paragraph 1 of the Companies Act.
The authorisation shall be effective as of March 6, 2004 until March
3, 2005.
DOCUMENTS ON DISPLAY FOR PUBLIC INSPECTION AND ANNUAL REPORT
The documents relating to the Closing of Accounts and the above-
mentioned proposals of the Board of Directors may be inspected in
their entirety at the Companys headquarters during a period of one
week prior to the Annual General Meeting of Shareholders. The
proposals of the Board of Directors are also available in their
entirety on the internet at http://www.kcigroup.com/agm2004. The
Annual Report for 2003 is available in English on the Internet at
http://www.kcigroup.com as of February 19, 2004 at 10.00 a.m. The
Annual Report will be sent to the shareholders immediately after
February 23, 2004.
PAYMENT OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting of
Shareholders that a dividend of EUR 1,00 be paid on each of the shares
to a shareholder who is registered on the record date as a shareholder
in the Companys shareholders register maintained by the Finnish
Central Securities Depository Ltd. The record date for the dividend
payment is March 9, 2004. The dividend will be paid on March 16, 2004.
4 (4)
COMPOSITION OF THE BOARD OF DIRECTORS
Board member Mr Matti Kavetvuo, whose term of office expires at this
Annual General Meeting of Shareholders, has confirmed that he is
available for re-election. Following the proposed amendment of the
Articles of Association, the term of office for the Board members that
have been elected previously, Mr Björn Savén, Mr Stig Stendahl, Mr
Stig Gustavson and Mr Timo Poranen, expires at the Annual General
Meeting of Shareholders in 2005. In addition, Board member Mr Juha
Rantanen has informed that he will resign from the Board of Directors
at this Annual General Meeting of Shareholders.
RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION
Only a shareholder who on February 23, 2004 has been registered as a
shareholder in the shareholders register of the Company maintained by
Finnish Central Securities Depository Ltd has the right to participate
in the Annual General Meeting of Shareholders. Holders of nominee
registered shares intending to participate in the Annual General
Meeting of Shareholders should notify their custodian well in advance
of their intention and comply with the instructions provided by the
custodian. The registration must be in place on February 23, 2004.
A shareholder who wishes to participate in the Annual General Meeting
of Shareholders must notify the headquarters of the Company of the
intention to participate not later than on March 1, 2004 before 4.45
p.m. to Ms. Maija Jokinen by e-mail: maija.jokinen@kcigroup.com, by
telefax: +358 20 427 2099, by mail: P.O. Box 661, FIN-05801 HYVINKÄÄ,
or by phone: + 358 20 427 2001, or through the Internet:
http://www.kcigroup.com/agm2004. Shareholders are requested to inform
the Company of any proxies for the Annual General Meeting of
Shareholders in connection with the registration. A model for a proxy
is available on the Internet address mentioned above.
In Hyvinkää, on February 12, 2004
KCI Konecranes Plc
The Board of Directors
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
Helsinki Exchanges
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