The shareholders of KCI Konecranes International Plc are invited to the Annual General Meeting of Shareholders to be held on Thursday, March 8, 2001 at 11.00 a.m., at the Company’s headquarters, Koneenkatu 8, 05830 Hyvinkää.
THE MEETING SHALL DECIDE ON THE FOLLOWING MATTERS:
1. Matters to be decided upon under Article 12 of the Articles of Association
2. Amendments to Article 6 and Article 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 in 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).
3. 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 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 the 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 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.
4. 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 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.
5. 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 main contents of the terms and conditions of the option rights are as follows:
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) Euro. 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.
DOCUMENTS ON DISPLAY FOR PUBLIC INSPECTION AND ANNUAL REPORT
The documents relating to the Closing of Accounts and the above-mentioned proposals of the Board of Directors may be inspected in their entirety at the Company’s headquarters during a period of one week prior to the Annual General Meeting of Shareholders. The proposals of the Board of Directors are available in their entirety on the internet at www.kcigroup.com/agm2001/. The Annual Report for 2000 is available on the Internet at http://www.kcigroup.com as of February 23, 2001 at 10.00 a.m (Finnish time). After the publication on February 23, 2001 the Annual Report will immediately be sent to the shareholders.
PAYMENT OF 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 shares to a shareholder who is registered as a shareholder on the record day in the Company’s shareholders’ register maintained by the Finnish Central Securities Depository Ltd. The record day of the dividend payment is March 13, 2001. The dividend will be paid on March 20, 2001.
COMPOSITION OF THE BOARD OF DIRECTORS
The term for the Board member Mr. Christoffer Taxell expires at the Annual General Meeting of Shareholders. Mr. Taxell has notified that he is not available for re-election.
RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION
Only a shareholder who on February 26, 2001 has been registered as a shareholder in the shareholders’ register of the Company maintained by Finnish Central Securities Depository Ltd has the right to participate in the Annual General Meeting of Shareholders. Holders of nominee registered shares intending to participate in the Annual General Meeting of Shareholders shall notify their custodian well in advance of their intention and comply with the instructions provided by the custodian. The registration must be in place on February 26, 2001.
A shareholder who wishes to participate in the Annual General Meeting of Shareholders must notify the Company of the intention to participate not later than on March 5, 2001 before 4.45 p.m. (Finnish time) to Ms. Maija Jokinen by e-mail: [email protected], by telefax: +358 20 427 2099, by mail: P.O. Box 661, FIN-05801 HYVINKÄÄ, or by phone: + 358 20 427 2001, or through the Internet; http://www.kcigroup.com/agm2001/. Shareholders are requested to notify the Company of any proxies for the Annual General Meeting of Shareholders. A model for a proxy is available on the Internet address mentioned above.
In Hyvinkää, on February 12, 2001.
KCI Konecranes International Plc
The Board of Directors
This document is an unofficial English translation of the original Swedish version.
