PROPOSALS OF THE BOARD OF DIRECTORS OF KCI KONECRANES PLC TO THE ANNUAL GENERAL
KCI KONECRANES PLC STOCK EXCHANGE RELEASE 11 February, 2005 11.00 a.m. 1(3)
PROPOSALS OF THE BOARD OF DIRECTORS OF KCI KONECRANES PLC TO THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS 2005
Proposal to distribute a dividend of EUR 1.05 per share.
Proposal for the authorisation of the Board to repurchase the Company's own
shares.
Proposal for the authorisation of the Board to dispose of own shares held by the
Company.
The Annual General Meeting of Shareholders will be held on 10 March, 2005. The
notice to convene the AGM will be published in the newspapers Helsingin Sanomat
and Hufvudstadsbladet and as a separate release on 16 February, 2005.
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 1.05 be paid on each of
the 14,099,380 shares for a total of EUR 14,804,349.00 and that the rest EUR
52,790,376.89 be retained and carried forward. The company holds 210,650 shares
on which dividend shall not be paid.
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.
2 (3)
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.
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 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.
3 (3)
KCI KONECRANES PLC
Franciska Janzon
IR Manager
FURTHER INFORMATION
KCI Konecranes Plc
Ms Sirpa Poitsalo, Director, General Counsel
Tel. +358-20 427 2011
DISTRIBUTION
Helsinki Stock Exchange
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