- Proposal to distribute a dividend of EUR 1.05 per share
- Proposal for the authorisation of the Board to repurchase the Company’s own shares
- Proposal for the authorisation of the Board to dispose of own shares held by the Company
The Annual General Meeting of Shareholders will be held on 10 March, 2005. The notice to convene the AGM will be published in the newspapers Helsingin Sanomat and Hufvudstadsbladet and as a separate release on 16 February, 2005.
Proposal of the Board to distribute dividend
The Board of Directors of KCI Konecranes International Plc proposes to the Annual General Meeting of Shareholders that a dividend of EUR 1.05 be paid on each of the 14,099,380 shares for a total of EUR 14,804,349.00 and that the rest EUR 52,790,376.89 be retained and carried forward. The company holds 210,650 shares on which dividend shall not be paid.
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 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 1.431.003 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 and of the voting rights attached to the shares. The proposal is based on the presumption that the amendment of the Companies Act (HE 282/2004), which is pending in the Parliament, becomes effective before the authorisation becomes effective or during its period of validity. Prior to the entry into force of the amended act, the maximum amount covered by the authorisation is 715.501 shares, however no more than the amount of shares, which together with shares held by the company or its subsidiaries corresponds to 5 per cent of the share capital and of the voting rights attached to the shares.
The repurchase of shares will be executed by purchasing shares through public trading on the Helsinki Stock Exchange. The repurchase price must be based on the market price of the Company’s share in public trading. The Company may in such context enter into customary derivative, share lending or other arrangements within the limits set out by law and other regulations. The repurchase price will be paid to the sellers of shares within the time period specified in the Rules of Helsinki Stock Exchange 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 10 per cent of the share capital and does not exceed 10 per cent of the voting rights attached to the shares, 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 as of 10 March, 2005 until 9 March, 2006.
Authorisation of the Board of Directors to dispose of own shares held 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 1.431.003 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 the shares. Prior to the entry into force of the pending amendment of the Companies Act (HE 282/2004), the authorisation is limited to a maximum amount of 715.501 shares, which corresponds to a maximum of 5 per cent of the share capital and of the voting rights attached to the shares. The shares may be disposed of in one or several lots of shares.
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. The Company may in such context enter into customary derivative, share lending or other arrangements within the limits set out by law and other regulations. The shares may also be disposed of by selling them through public trading.
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 or paying remuneration for services rendered 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 is not proposed to include disposal of shares for the benefit of persons belonging to the inner circle of the Company referred to in Chapter 1, Section 4, Paragraph 1 of the Companies Act.
The authorisation shall be effective as of 10 March, 2005 until 9 March, 2006.
For further information please contact:
KCI Konecranes Plc
Ms Sirpa Poitsalo, Director, General Counsel
Tel. +358-20 427 2011
DISTRIBUTION
Helsinki Stock Exchange
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