The Annual General Meeting of KCI Konecranes Plc was held at the company headquarters in Hyvinkää, Finland on 8 March, 2006. The Meeting approved the company’s income statement and balance sheet for the fiscal year 2005 and discharged the Board and Managing Director from liability.
The Annual General Meeting adopted the Board’s proposal that a dividend of EUR 1.10 be paid on each of the 14,390,380 shares (before share split) for a total of EUR 15,829,418.00 and that the rest EUR 45,782,827.69 be retained and carried forward. The Company holds 210,650 own shares on which dividend shall not be paid. The record date for the dividend payment is 13 March 2006 and the dividend will be paid on 20 March 2006.
The number of members of the Board was confirmed at seven. Mr. Svante Adde, Mr. Stig Gustavson, Mr. Matti Kavetvuo, Ms. Malin Persson, Mr. Timo Poranen, Mr. Björn Savén and Mr. Stig Stendahl were re-elected as members of the KCI Konecranes Board of Directors. The term of the Board ends at the next Annual General Meeting.
The AGM confirmed an annual fee of EUR 65,000 for the Chairman of the Board, EUR 40,000 for the Vice Chairman of the Board, and EUR 25,000 for other Board members and that 40 % of the annual fee will be used to acquire KCI Konecranes Plc shares from the market to each Board member. Should the receipt of shares entail administrative difficulties for a Board member the compensation will be paid in its entirety in cash. In addition, compensation of EUR 1,000 was approved for attendance at Board committee meetings.
Authorized public accountant Ernst & Young Oy was elected as the Company’s external auditors as of the financial year 2006.
Amendment to the Articles of Association
The AGM also adopted the Board’s proposal to abolish the nominal value of shares and to amend the Article 4 of the Articles of Association so that the company shall have a minimum of forty million (40,000,000) and a maximum of one hundred sixty million (160,000,000) shares.
Increase of the Number of Shares (Share Split)
In order to improve the company’s share liquidity, the AGM adopted the Board’s proposal to quadruple the number of shares from 14,601,030 to 58,404,120 shares without increasing the share capital. As a result of the share split, each share with an accounting par value of 2.00 euro will be split into four (4) shares with an accounting par value of 0.50 euro each. The new number of shares will be recorded in the Trade Register on or about 17 March, 2006 and trading in these shares will commence on or about 20 March, 2006.
The number of shares that can be subscribed for with KCI Konecranes 1997, 1999, 2001 and 2003 option rights is increased in proportion to the share split. The total accounting par value of shares to be subscribed for and the total subscription price remain unchanged as required by the terms of the stock option plans.
As a result, one 1997 option right will entitle to subscription of four (4) shares to a total price of 26.07 euro corresponding to 6.5175 euro per share. One 1999 B-series option right will entitle to subscription of four hundred (400) shares to a total price of 3,300 euro corresponding to 8.25 euro per share. One 2001 A or B-series option right will entitle to subscription for four hundred (400) shares to a total price of 3,400 euro corresponding to 8.50 euro per share. One 2003 A-series option right will entitle to subscription of four (4) shares to a total price of 19.56 euro corresponding to 4.89 euro per share; one 2003 B-series option right will entitle to subscription of four (4) shares to a total price of 21.62 euro corresponding to 5.405 euro per share; and one 2003 C-series option right will entitle to subscription of four (4) shares to a total price of 25.00 euro corresponding to 6.25 euro per share.
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 5,840,412 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 of the Company and of the voting rights attached to all the shares. The above mentioned maximum amount of shares corresponds to the situation after the share split.
This authorisation shall replace the authorisation given at the Annual General Meeting of Shareholders of 2005 to repurchase own shares, which authorisation is in force until 9 March 2006. This authorisation shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 7 March 2007.
Authorisation of the Board of Directors to Dispose of Own Shares Repurchased by the Company
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 5,840,412 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 all the shares. The shares may be disposed of in one or several lots of shares. The above mentioned maximum amount of shares corresponds to the situation after the share split.
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. When disposing of own shares customary derivative, share lending or other arrangements may be used within the limits set out by law and other regulations. The shares may also be disposed of by selling them through public trading.
This authorisation shall replace the authorisation given at the Annual General Meeting of Shareholders of 2005 to dispose of own shares, which authorisation is in force until 9 March 2006. This authorisation shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 7 March 2007.
Further information can be obtained from
Ms Sirpa Poitsalo, Director, General Counsel, tel. +358-20 427 2011
KCI Konecranes is a world leading crane technology and service-company. Maintenance services are provided for cranes of every make. The product range includes light crane systems, heavy-duty cranes for process industries and shipyards, special harbour cranes for bulk materials and containers as well as reach stackers and lift trucks. In 2005, Group sales totalled EUR 971 million. The Group has 5,900 employees in 38 countries. KCI Konecranes is listed on the Helsinki Stock Exchange (symbol: KCI1V).
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