RESOLUTIONS OF THE AGM IN KCI KONECRANES PLC
KCI KONECRANES PLC STOCK EXCHANGE RELEASE 10 March, 2005 2.00 p.m. 1 (3)
RESOLUTIONS OF THE AGM IN KCI KONECRANES PLC
At today's Annual General Meeting of shareholders in KCI Konecranes Plc, the
following resolutions were made:
Dividend
The Meeting approved the company's income of statement and balance sheet for the
fiscal year 2004. Board members and the Managing Director were discharged from
liability. The meeting adopted the Board's proposal 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 of the company's distributable equity EUR 52,790,376.89 be retained
and carried forward. The company holds 210,650 shares on which dividend shall not
be paid. The record day is March 15, 2005 and dividend will be paid on March 22,
2005.
The President and CEO's speech
In his speech at the AGM Mr. Gustavson compared KCI Konecranes' situation today
to that of 10 years ago. Also then the company had gone through a thorough
product renewal after a period of recession and had rediscovered growth. This is
similar to the situation of the company today. Mr Gustavson reported on the
Group's 2004 financial results and briefly introduced the acquisitions of SMV
Lifttrucks AB of Sweden and Morris Material Handling Ltd of the UK in 2004. In
his speech Mr Gustavson welcomed his successor elect Mr. Pekka Lundmark, Group
Executive Vice President to a company full of pioneering spirit and a strong
belief in the future. He also expressed his appreciation for Mr. Björn Savén's
long duty as Chairman. Incoming President and CEO Pekka Lundmark also addressed
the AGM. In his speech he reconfirmed the cornerstones of the KCI Konecranes
strategy. Main points from the speeches are available as a recording on the
Internet at: www.konecranes.com/agm2005.
Board of Directors
The number of Board Members was confirmed to be seven (7). Board members Mr.
Björn Savén, Mr. Svante Adde, Mr. Matti Kavetvuo, Mr. Timo Poranen, Mr. Stig
Stendahl and Mr. Stig Gustavson were re-elected. Ms. Malin Persson was elected
new member of the Board. Board member Mr. Lennart Simonsen resigned from the
Board of Directors. In the Board's first meeting, Mr. Björn Savén was re-elected
Chairman of the Board. A picture of all the Board members is available at our
Investor Relations website www.konecranes.com/investor.
Compensation of the Board of Directors
The AGM adopted the Nomination and Compensation Committee's proposal on annual
fees to be paid as follows: Chairman of the Board EUR 50,000, Vice Chairman of
the Board EUR 30,000, and other Board members EUR 20,000. In addition, a fee of
EUR 1000 per meeting is paid to the Chairman and members for the Board committee
meetings they attend.
The annual fee can be paid either in cash or in KCI Konecranes Plc shares.
Following prior praxis, persons employed by the Company will not receive
compensation for their Board membership. The travel expenses of Board members are
compensated for against invoice.
2 (3)
Company auditors
External auditors Deloitte & Touche Oy were reconfirmed.
Authorisation of the Board of Directors to repurchase the Company's own shares
The AGM adopted the Board's proposal to 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 (according to an amendment of the
Companies Act that came into force on 9.3.2005) 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 aggregate amount of shares held by persons belonging to the inner circle of
the Company as defined in Chapter 1, Section 4, Paragraph 1 of the Companies Act,
together with shares that such persons are entitled to subscribe for on the basis
of existing option rights, corresponds to approximately 20.8 per cent of the
share capital of the Company and approximately 21.1 per cent of the voting rights
attached to the shares. If the holdings of such persons remain unchanged during
the validity of authorisation and the Company repurchases the maximum number of
shares pursuant to the authorisation, the corresponding figure will after the
repurchase be approximately 24.6 per cent of the voting rights attached to the
shares.
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
3 (3)
The AGM adopted the Board's proposal to 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.
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 does not
include disposal of shares for the benefit of persons belonging to the inner
circle of the Company referred to in Chapter 1, Section 4, and Paragraph 1 of the
Companies Act.
The authorisation shall be effective as of 10 March 2005 until 9 March 2006.
KCI Konecranes. A world leading Engineering Group specialising in advanced
overhead lifting solutions and maintenance services. In 2004, Group sales
totalled EUR 728 million. The Group has 4850 employees in 35 countries all over
the world.
KCI KONECRANES PLC
Franciska Janzon
IR Manager
FURTHER INFORMATION
Ms Sirpa Poitsalo, Director, General Counsel, Tel. +358-20 427 2011
DISTRIBUTION
Helsinki Stock Exchange
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