NOTICE TO CONVENE THE ANNUAL GENERAL MEE
KCI KONECRANES INTERNATIONAL PLC STOCK EXCHANGE RELEASE 1 (5)
13 February, 2003 10.15 a.m.
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of KCI Konecranes International Plc are invited to
the Annual General Meeting of Shareholders to be held on Thursday,
March 6, 2003 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 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. 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:
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.
2 (5)
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 for a period of one (1) year as
of the date of the resolution of the Annual General Meeting of
Shareholders, i.e. as of March 6, 2003 until March 5, 2004.
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.
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
3 (5)
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 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 for a period of one (1) year as
of the date of the resolution of the Annual General Meeting of
Shareholders, i.e. as of March 6, 2003 until March 5, 2004.
5. Stock Options 2003
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. It is proposed that
the shareholders pre-emptive right to subscription be deviated from
since the stock options form a part of the incentive and commitment
program for the key personnel. 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.
4 (5)
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 the 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.
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/agm2003.The Annual
Report for 2002 is available in English on the Internet at
http://www.kcigroup.com as of February 21, 2003 at 10.00 a.m. The
Annual Report will be sent to the shareholders immediately after
February 25, 2003.
PAYMENT OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting of
Shareholders that a dividend of EUR 0.95 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 11, 2003. The dividend will be paid on March 18,
2003.
COMPOSITION OF THE BOARD OF DIRECTORS
The term of office for the Board members Stig Gustavson and Timo
Poranen expires at this Annual General Meeting of Shareholders. Mr
Gustavson and Mr Poranen have confirmed that they are available for re-
election.
5 (5)
RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION
Only a shareholder who on February 24, 2003 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 24, 2003.
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 3, 2003 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/agm2003. 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 13, 2003
KCI Konecranes International 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
Media
