KCI Konecranes International Plc's Annual General Meeting of Shareholders was held on Thursday, 8 March, 2001 at 11.00 a.m. at the Company's headquarters in Hyvinkää, Finland.
Dividend EUR 0.71
KCI Konecranes International Plc's Annual General Meeting approved the company's income statement and the balance sheet for the fiscal year 2000. The meeting discharged the Board Members and the Managing Director from liability. The meeting adopted the Board's proposal that a dividend of EUR 0.71 be paid on each share for a total of EUR 10,437,000.00 and the rest of the distributable equity, EUR 48.624.638,53 to be retained and carried forward. The record day of the dividend payment is March 13, 2001. The dividend will be paid on March 20, 2001.
The President and CEO's, Mr. Stig Gustavson's speech
In his speech Mr. Gustavson reiterated the achievements of the year 2000: the new product line within Standard Lifting Equipment, the new technology within Special Cranes, the German market entry, the ten acquired companies, the Vacon IPO, service achievements in value and quality. He also noted the collapsed ERP-project with Baan.
Mr. Gustavson then remarked on future prospects: the American market is posting growth for KCI Konecranes in 2001 in all Business Areas despite general slowdown, Asia-Pacific slowly recovering, the new standard lifting product selling well, expected sales growth for 2001 of 20-30% (organic), margins to increase in all Business Areas, Baan arbitration to commence, bolt-on acquisitions to continue.
Long term Mr. Gustavson saw favourable basis for sustained strong profitable growth: Growth in service, a diverse customer base limiting exposure should there be any local slowdown, the best market coverage in the industry safeguarding faster than market growth, technology lead of 2-3 years, maybe more.
Main points from Mr. Gustavson's speech at the AGM are found recorded on the Internet at: www.kcigroup.com/agm2001/ (Requires Java-enabled browser; Netscape 3.0+ or Microsoft Internet Explorer 3.0+).
Amendment to the Articles of Association
The meeting adopted the Board's proposal that Article 6 and Article 11 of the Articles of Association be amended as follows:
6 § Membership and term of office of the Board of Directors:
The Company has a Board of Directors consisting of not less than six (6) and not more than seven (7) ordinary members. The Board members' term of office expires at the closing of the third Annual General Meeting following their election. The Board of Directors elects among its membership a Chairman to serve the Board until the closing of the following Annual General Meeting. The Managing Director of the Company may not be elected as Chairman of the Board. The Managing Director may be a Member of the Board of Directors.
11 § Meeting of the Shareholders:
The Board of Directors shall convene an Annual General Meeting or Shareholders' meeting by publishing a notice in two (2) national newspapers chosen by the Board, not earlier than two (2) months and not later than one (1) week before the final registration date stated in the Notice of Meeting. To be allowed to participate in the Annual General Meeting, the shareholders shall register themselves with the Company as participants in the Annual General Meeting in the manner and within the registration period stated in the Notice of Meeting. The final date for registration, which may not be earlier than ten (10) days before the Annual General Meeting or other Shareholders' Meeting, shall not be a Saturday, Sunday or other public holiday. The Annual General Meeting may be held at the Company's domicile or in Helsinki.
Composition of the Board of Directors
The number of Board Members was confirmed to be six (6).
Mr. Matti Kavetvuo, President and CEO of Pohjola Group Insurance Corporation was elected new member. Mr. Kavetvuo is also a Board member of Lassila & Tikanoja plc.
Mr. Christoffer Taxell's term as a Board member expired.
The other Board members are Mr. Björn Savén, Chief Executive, Industri Kapital, Timo Poranen, President, Finnish Forest Industries Federation, Juha Rantanen, President and CEO, A. Ahlstrom Corporation, Mr. Stig Stendahl, Board member of Fiskars Corporation and Dr. Stig Gustavson, President and CEO of the Company.
In its first meeting the Board of Directors re-elected Mr. Björn Savén as its Chairman.
Company auditors
External auditors Tuokko Deloitte & Touche Oy were reconfirmed.
Authorisation for the Board of Directors to repurchase the Company's own shares
The meeting adopted the Board's proposal that the Board be authorised to decide on the acquisition of own shares of the Company with assets distributable as profit as follows:
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 repurchase of shares will be executed by purchasing shares through public trading on the Helsinki Exchanges at the market price of the shares at the time of repurchasing. The purchase price will be paid to the sellers of shares in accordance with the Rules of Helsinki Exchanges 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 shares to be repurchased does not exceed 5 per cent of the share capital and does not exceed 5 per cent of the voting rights attached to the shares in the Company, 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 17.0 per cent of the share capital of the Company and the total voting rights. If the holdings of such persons remain unchanged during the validity of the authorisation and the Company repurchases the maximum number of shares pursuant to the authorisation, the corresponding figure will after the repurchase be approximately 17.9 per cent of the share capital and the total voting rights.
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 for the Board of Directors to dispose of own shares repurchased by the company
The meeting adopted the Board's proposal that the Board be authorised to decide on the transfer of own shares as follows:
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 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 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 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.
Option rights to key personnel of the KCI Konecranes Group
The meeting adopted the Board's proposal that option rights be granted to key personnel of the KCI Konecranes Group mainly under the following terms:
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. The shareholders` pre-emptive rights to share subscription is proposed to be deviated from since option rights are intended to be part of the incentive program for key personnel of the KCI Konecranes Group and weighty financial grounds for the Company thus exist.
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 as of April 1, 2004 until March 31, 2007 and in the series B shares can be subscribed for as of April 1, 2007 until 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 stated above is 34 Euros.
The stock option plan will also include the Managing Director (President) of the Company who belongs to the inner circle of the Company as defined in Chapter 1, Section 4, Paragraph 1 of the Companies Act. Currently, the President holds a total of 420,875 shares and 30 option rights under the 1999 stock option plan, which entitle him to subscribe for a total number of 3,000 shares. Provided that the President exercises all his subscription rights, his holdings correspond to approximately 2.83% of the share capital of the Company and the total voting rights (including the 300,000 own shares currently possessed by the Company). Based on this stock option plan, a maximum of 150 option rights will be offered to the President, which would entitle him to subscribe for a maximum of 15,000 shares. If all the option rights are exercised, the holdings of all the persons belonging to the inner circle of the Company correspond after the implementation of this stock option plan to a maximum of 16.4 per cent of the share capital and total voting rights of the Company.
The option certificates or rights attached to them may not be transferred or pledged to a third party without the permission of the Board of Directors of the Company. Should a subscriber's employment within the KCI Konecranes Group be terminated prior to the commencement of the share subscription period, he or she shall lose the right to subscribe for shares.
Terms and conditions of stock option plan 2001 are on the internet at www.kcigroup.com/agm2001/
For further information, please contact:
Ms. Sirpa Poitsalo, Director, General Counsel,
KCI Konecranes International Plc, tel. +358-20 427 2011
Ms. Franciska Janzon, IR-Manager,
Group Communications and Investor Relations,
KCI Konecranes International Plc, tel. +358-20 427 2043
