RESOLUTIONS OF THE ANNUAL GENERAL MEETING IN KCI KONECRANES PLC
At todays Annual General Meeting of shareholders in KCI Konecranes
Plc, the following resolutions were made:
The Meeting approved the companys income of statement and balance
sheet for the fiscal year 2003. Board members and the Managing
Director were discharged from liability. The meeting adopted the
Boards proposal that a dividend of EUR 1.00 be paid on each of the
14,044,530 shares for a total of EUR 14,044,530 and that the rest EUR
41,452,917.70 be retained and carried forward. The company holds
264,100 shares on which dividend shall not be paid. The record day is
March 9, 2004 and dividend will be paid on March 16, 2004.
At the meeting a shareholder made a question regarding the possibility
of an extra dividend payment before the end of 2004. The Chairman of
the Board stated that the Board will monitor the situation.
The President and CEOs speech
Mr. Gustavson initiated his speech with a review of the year 2003 and
concluded that it was a year of change for the Group. The beginning of
the year was marked by the SARS epidemic and the threat of the Iraq
war, which meant an almost total standstill on all our markets. As the
year went by activity picked-up and the year ended with a higher order
book, compared to the end of 2002.
Main points from Mr. Gustavsons speech at the AGM are found recorded
on the Internet at: www.kcigroup.com/agm2004.
Amendment to the Articles of Association
The Meeting decided to amend the Article 6 of the Articles of
Association so that the term of office of Board members shall expire
at the closing of the next Annual General Meeting following his/her
election. It was also decided that the Board of Directors elects for
its term of office a Chairman from among its members.
Board of Directors
The number of Board Members was confirmed to be seven (7). Board
member Matti Kavetvuo was re-elected. Svante Adde and Lennart Simonsen
were elected new members of the Board. The other Board members are:
Timo Poranen, Björn Savén, Stig Stendahl and Stig Gustavson. Board
member Juha Rantanen resigned from the Board of Directors.
In the Boards first meeting, Björn Savén was re-elected Chairman of
External auditors Deloitte & Touche Oy were reconfirmed.
Authorisation of the Board of Directors to repurchase and dispose of
Companys own shares
The AGM adopted the Boards proposal that the Board of Directors be
authorized to resolve to repurchase the Companys own shares using
funds available for distribution of profit. The Companys own shares
may be repurchased to be used by the Company to implement incentive
programs for the Companys key personnel 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 authorisation shall be effective as of March 6, 2004 until March
The AGM adopted the Boards proposal that the Board of Directors would
be authorised to resolve to dispose of shares repurchased by the
Company. The authorisation is limited to a maximum of 715,431 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 for paying remuneration
for services rendered. The Company may enter into customary
derivative, share lending or other arrangements within the limits set
by law and other regulations. The shares may also be disposed of by
selling them through public trading. The authorisation shall be
effective as of March 6, 2004 until March 3, 2005.
KCI Konecranes is a world leading engineering group specializing in
advanced overhead lifting solutions and maintenance services. Group
activity is organized along three business areas: Maintenance Services
(50% of Group Sales), Standard Lifting Equipment (26 %) and Special
Cranes (24 %). Group Sales totalled EUR 665 million with over 4350
employees in 34 countries all over the world.
KCI KONECRANES PLC
Ms Sirpa Poitsalo, Director, General Counsel, KCI Konecranes Plc
Tel. +358-20 427 2011