NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
KCI KONECRANES PLC STOCK EXCHANGE RELEASE 17 February, 2005 11.30 a.m. 1(4)
This document is an unofficial English translation of the original Swedish
version
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of KCI Konecranes Plc are invited to the Annual General Meeting
of Shareholders to be held on Thursday, 10 March, 2005 at 11.00 a.m., at the
Company's 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. Authorisation of the Board of Directors to Repurchase the Company's 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 Company's own
shares by using funds available for distribution of profit as follows:
The Company's own shares may be repurchased to be used by the Company to
implement incentive programs for the Company's 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 1.431.003 shares may be repurchased, however no more than
the amount of shares, which together with shares held by the company or its
subsidiaries corresponds to 10 per cent of the share capital and of the voting
rights attached to the shares. The proposal is based on the presumption that the
amendment of the Companies Act (HE 282/2004), which is pending in the Parliament,
becomes effective before the authorisation becomes effective or during its period
of validity. Prior to the entry into force of the amended act, the maximum amount
covered by the authorisation is 715.501 shares, however no more than the amount
of shares, which together with shares held by the company or its subsidiaries
corresponds to 5 per cent of the share capital and of the voting rights attached
to the shares.
The repurchase of shares will be executed by purchasing shares through public
trading on the Helsinki Stock Exchange. The repurchase price must be based on the
market price of the Company's 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 Stock Exchange 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 Company's distributable retained earnings.
As the maximum number of the shares to be repurchased does not exceed 10 per cent
of the share capital and does not exceed 10 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 10 March, 2005 until 9 March, 2006.
2 (4)
3. 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 1.431.003 shares. The number of
shares covered by the authorisation corresponds to a maximum of 10 per cent of
the share capital of the Company and of the voting rights attached to the shares.
Prior to the entry into force of the pending amendment of the Companies Act (HE
282/2004), the authorisation is limited to a maximum amount of 715.501 shares,
which corresponds to a maximum of 5 per cent of the share capital and 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
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 Company's shares, provided that weighty financial grounds exist from the
Company's 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 Company's
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 authorisation 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 10 March, 2005 until 9 March, 2006.
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
Company's 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/agm2005.
The Annual Report for 2004 is available in English on the Internet at
http://www.kcigroup.com as of 18 February, 2005 at 10.00 a.m. The Annual Report
will be sent to the shareholders immediately after 25 February, 2005.
PAYMENT OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting of Shareholders
that a dividend of EUR 1.05 be paid on each of the shares to a shareholder who is
registered on the record date as a shareholder in the Company's shareholders'
register maintained by the Finnish Central Securities Depository Ltd. The Board
of Directors proposes that the record date for the dividend payment is 15 March,
2005. The dividend will be paid on 22 March, 2005.
3 (4)
COMPOSITION OF THE BOARD OF DIRECTORS
According to the current Articles of Association, 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 shall have a minimum of five (5) and
maximum of eight (8) members. The term of office of all members expires annually.
Mr. Lennart Simonsen, member of the Board of Directors, has informed that he will
resign from the Board of Directors at this Annual General Meeting of
Shareholders.
The Nomination and Compensation Committee of the Board of Directors proposes to
the Annual General Meeting of Shareholders that seven (7) members of the Board of
Directors be elected. The Nomination and Compensation Committee proposes that Mr.
Svante Adde, Mr. Stig Gustavson, Mr. Matti Kavetvuo, Mr. Timo Poranen, Mr. Björn
Savén and Mr. Stig Stendahl be re-elected as members of the Board of Directors
and that Ms. Malin Persson, Vice President Corporate Strategy & Business
Development of AB Volvo be elected as a new member of the Board of Directors. All
the candidates have been presented in the press release of 16 February, 2005 and
on the company's internet site www.kcigroup.com. All the candidates have given
their consent to the election.
The Board of Directors has on 11 February, 2005 informed about its intention to
elect the Managing Director, Mr. Stig Gustavson as the Chairman of the Board in
its meeting of 17 June, 2005.
As the Chairman of the Board cannot act as the Managing Director, the Board of
Directors has informed about its intention to nominate M.Sc. (Eng.) Pekka
Lundmark as the company's new Managing Director as of 17 June, 2005 and about its
intention to elect Mr. Björn Savén as Deputy Chairman of the Board at the same
meeting.
ELECTION OF THE AUDITORS
According to the Articles of Association, the auditors are elected to office
until further notice. The Audit Committee has handled the election of auditors
and proposes that the Company's present external auditors Deloitte & Touche Oy
continue in the office during the financial year 2005.
RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION
Only a shareholder who on 28 February, 2005 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 28 February,
2005.
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 7 March, 2005 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/agm2005. 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 17 February, 2005
KCI Konecranes Plc
The Board of Directors
4 (4)
KCI KONECRANES PLC
Franciska Janzon
IR Manager
FURTHER INFORMATION
Ms Sirpa Poitsalo, Director, General Counsel
Tel. +358-20 427 2011
DISTRIBUTION
Helsinki Stock Exchange
Media
