This document is an unofficial English translation of the original Swedish version
The shareholders of KCI Konecranes International Plc are convened to the Annual General Meeting of Shareholders to be held at the Company's headquarters on Thursday, March 9, 2000 at 11.00 a.m., Koneenkatu 8, 05830 Hyvinkää.
THE MEETING SHALL DECIDE ON THE FOLLOWING MATTERS:
Matters to be decided upon under Article 12 of the Articles of Association
Amendment to the Articles of Association
The Board of Directors proposes that Article 6 of the Articles of Association be amended as follows:
"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 shall be a Member of the Board of Directors."
Authorisation of the Board of Directors to acquire own shares
The Board of Directors proposes that the Board of Directors be authorised to decide on the acquisition of own shares in the Company with assets distributable as profit. The main contents of the authorisation are as follows:
The authorisation is valid until March 8, 2001. The own shares of the Company may be acquired to implement the warrant programmes of the Company, to be used as consideration in connection with possible acquisitions or other structuring, to develop the capital structure of the Company or to be invalidated.
Not more than 750,000 shares may be acquired taking into consideration the provisions of the Companies Act regarding the maximum amount of own shares that the Company is allowed to possess.
The acquisition 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 acquisition. The purchase price will be paid to the shareholders in accordance with the Rules of Helsinki Exchanges and the Rules of Finnish Central Securities Depository Ltd.
The shares are not acquired in proportion to the holdings of the shareholders as the acquisition of shares is executed by purchasing shares through public trading.
The acquisition of shares decreases the free equity of the Company.
Since the maximum amount of the shares to be acquired does not exceed 5 % of the share capital and does not exceed 5 % of the voting rights attached to the shares in the Company, the acquisition does not significantly affect the division of shareholdings and voting rights in the Company.
Authorisation of the Board of Directors to transfer own shares acquired by the Company
The Board of Directors proposes that the Board of Directors be authorised, mainly on the following terms, to dispose of shares acquired by the Company:
The authorisation expires on March 8, 2001. The Board of Directors is authorised to decide on the recipients and on the order as well as manner of transfer of the shares acquired by virtue of the authorisation of the Board of Directors. The shares may be disposed as consideration in connection with acquisitions or other structuring.
The Board of Directors is authorised to decide on the transfer of shares deviating from the pre-emptive right of shareholders to acquire shares in the Company only as far as the own shares are disposed of as consideration in connection with acquisitions or other structuring in which cases there exists a weighty reason from the Company's point of view to deviate from the pre-emptive right of shareholders to acquire shares.
The Board of Directors is authorised to decide on the grounds for determining the transfer price and on the transfer of shares against other than pecuniary consideration.
CLOSING OF ACCOUNTS AND ANNUAL REPORT
The documents relating to the Closing of Accounts and the above-mentioned proposals of the Board of Directors may be examined in their entirety at the Company's headquarters for a period of one week prior to the Annual General Meeting. The Annual Report for 1999 is available on the Internet at http://www.kcinet.com as of February 23, 2000 at 10.00 a.m. After the publication on February 23, 2000 the Annual Report will immediately be sent to the shareholders.
PAYMENT OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting 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 14, 2000. The dividend will be paid on March 21, 2000.
COMPOSITION OF THE BOARD OF DIRECTORS
The term for the Board members Messrs. Timo Poranen and Stig Gustavson ends at this Annual General Meeting. Both have accepted re-election.
The Board member Michael Rosenlew has notified the Company that he will resign from his Board membership at this Annual General Meeting.
RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION
Only a shareholder who not later than on March 3, 2000 has been entered as a shareholder into 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.
A shareholder who wishes to participate in the Annual General Meeting must notify the Company of his intention to participate not later than on March 6, 2000 before 4.45 p.m. to Ms. Maija Jokinen by mail: P.O. Box 661, FIN-05801 HYVINKÄÄ, by telefax: +358 20 427 2099, by e-mail: [email protected] or through the Internet; http://www.kcinet.com/agm2000/. 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, February 15, 2000.
KCI Konecranes International Plc
The Board of Directors
For further information please contact:
KCI Konecranes International Plc
Ms Sirpa Poitsalo, Director, General Counsel
Tel. +358-20 427 2011
