- Proposal to distribute a dividend of EUR 0.71 per share
- Proposal to amend Articles 6 and 11 of the Articles of Association
- Proposal for the authorisation of the Board to repurchase the Company's own shares
- Proposal for the authorisation of to dispose of own shares repurchased by the Company
- Proposal to grant option rights to key personnel of the KCI Konecranes Group
The Annual General Meeting of Shareholders will be held on 8 March, 2001. The notice to convene the AGM will be published as a separate release on 12 February, 2001.
Proposal of the Board to distribute dividend
The Board of Directors proposes to the Annual General Meeting of Shareholders that a dividend of EUR 0.71 be paid on each of the 14,700,000 shares for a total of EUR 10,437,000 and that the rest EUR 48,624,638.53 be retained and carried forward. The Company holds 300,000 of its own shares to which no dividend is paid.
Amendments to Articles 6 and 11 of the Articles of Association
Article 6 is proposed to be amended so that the Managing Director of the Company may, pursuant to the Articles of Association, be a Member of the Board of Directors Pursuant to the Articles of Association currently is force, the Managing Director of the Company shall be a member of the Board of Directors.
Article 11 is proposed to be amended to comply with the new regulation of the Companies Act so that the last date to give prior notice of participation in a General Meeting of Shareholders may be no earlier than 10 days before the meeting (currently 5 days).
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 using funds available for distribution of profit. The Company's own shares may be repurchased to implement incentive programs for the Company's key personnel, to be used as consideration in possible acquisitions and other arrangements, to develop the capital structure of the Company or to be cancelled. Altogether no more than 750,000 shares may be repurchased taking into consideration the provisions of the Companies Act regarding the maximum number of own shares that the Company is allowed to possess.
The authorisation shall be effective for a period of one (1) year as of the date of resolution of the Annual General Meeting of Shareholders, i.e. as of March 8, 2001 until March 7, 2002.
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. The authorisation is limited to a maximum of 750,000 shares repurchased by the Company. The Board of Directors is authorised to resolve to whom, in which order and in which manner the repurchased shares will be disposed of. The repurchased shares may be disposed of as consideration in possible acquisitions and other arrangements or for granting incentives to key personnel.
The authorisation shall be effective for a period of one (1) year as of the date of resolution of the Annual General Meeting of Shareholders, i.e. as of March 8, 2001 until March 7, 2002.
The Board of Directors' proposal to grant option rights to key personnel of the KCI Konecranes Group
The Board of Directors proposes to the Annual General Meeting of Shareholders that option rights be granted to key personnel of the KCI Konecranes Group. The Company will issue a maximum of 3,000 option rights entitling the option holders to subscribe for a maximum of 300,000 shares in KCI Konecranes International Plc. The new shares correspond to two (2) per cent of the total number of shares in the Company and two (2) per cent of the total amount of voting rights (including the 300,000 own shares currently in the possession of the Company). Deviating from the shareholders` pre-emptive right to subscription, the option rights are granted to key personnel of the KCI Konecranes Group consisting of approximately 100 persons. Each option right will entitle its holder to subscribe for one hundred (100) shares in KCI Konecranes International Plc, each with a par value of two (2) Euros. As a result of the share subscriptions, the share capital of KCI Konecranes International Plc may increase with a maximum of 600,000 Euros corresponding to 300,000 new shares.
The option rights are divided into two series, series A and series B. Both series comprise 1,500 option rights. The option rights entitle to subscription of shares in the Company during two different phases (phase I and phase II). The series A option rights entitle to subscription of a total of 150,000 shares during phase I and the series B option rights entitle to subscription of a total of 150,000 shares during phase II. Altogether, the option rights entitle to subscription of a total of 300,000 shares. In the series A, shares can be subscribed for between April 1, 2004 and March 31, 2007 and in the series B shares can be subscribed for between April 1, 2007 and March 31, 2010.
The subscription price of a share shall be the trade volume weighted average price for the share on the Helsinki Exchanges during the period between January 8, 2001 and February 6, 2001 increased by ten (10) per cent. The subscription price will be rounded off to the nearest full Euro. Consequently, the subscription price determined in a manner as stated above is 34 Euro.
KCI Konecranes is one of the leading crane companies in the world. The KCI Konecranes' activity is organised along three Business Areas: Maintenance Services, Standard Lifting Equipment and Special Cranes. In 2000, Group sales were EUR 703 million with almost 4500 employees in 34 countries all over the world.
For further information, please contact:
KCI Konecranes International Plc,
Sirpa Poitsalo, Director, General Counsel
Tel. +358-20 427 2011
