KCI KONECRANES PLC STOCK EXCHANGE RELEASE 14 February, 2007 11.00 am 1 (11)
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of KCI Konecranes Plc are invited to the Annual General Meeting
of Shareholders to be held on Thursday, 8 March 2007 at 11.00 a.m., at the
Company's auditorium, 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 and
Chapter 5 Paragraph 3 of the Companies Act
2. Proposal to amend the Articles of Association
The Board of Directors proposes to the Annual General Meeting of Shareholders,
that mainly due to the new Companies Act effective as from 1 September 2006, the
Articles of Association shall be amended as follows:
- The Company name is Konecranes Abp, in Finnish Konecranes Oyj and in
English Konecranes Plc (1 §)
- The definition of the object of the Company's business is complemented
(2 §)
- The provisions concerning the Company's minimum share capital and
maximum authorized capital and the number of shares are abolished (3 §
and 4 §)
- The provisions concerning the record date are abolished (5 §)
- The provisions concerning the representing of the Company are amended
to correspond with the terminology of the new Companies Act (the new 6
§)
- The time of delivery of the Notice of a Shareholders' Meeting is
amended. The notice is to be delivered not earlier than three (3)
months before the General Meeting (the new 9 §)
- The agenda of the Annual General Meeting is amended to correspond
contentually to the new Companies Act (the new 10 §)
- The provision concerning the shareholder's liability to redeem shares
is abolished (13 §)
- A provision on the resolution of corporate disputes is added (the new
11 §)
3. Authorization 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 authorize the Board of Directors to resolve to repurchase the Company's own
shares as follows:
No more than 6,500,000 shares may be repurchased. The Company cannot at any
moment own more shares than the amount of shares, which together with shares held
by its subsidiaries corresponds to 10 per cent of all the registered shares of
the Company.
The minimum repurchase price of the shares is the lowest market price of the
Company's share quoted in public trading during the time of the authorization and
the maximum repurchase price is the highest market price quoted in public trading
during the time of the authorization.
The Board of Directors resolves upon the methods of the repurchase and other
provisions. Among others, derivatives can be used in the purchase. The shares can
be purchased in deviation from the proportioned holdings of the shareholders
(directed purchase).
The Company's own shares can be purchased on the basis of the authorization only
by using non-restricted equity. Hereby the repurchase will reduce the Company's
distributable non-restricted equity.
2 (11)
This authorization shall be effective until the next Annual General Meeting of
Shareholders, however no longer than until 7 September 2008.
4. Authorization of the Board of Directors to transfer Own Shares Repurchased by
the Company
The Board of Directors proposes that the Annual General Meeting of Shareholders
would authorize the Board of Directors to resolve to transfer shares repurchased
by the Company as follows:
The authorization is limited to a maximum of 6,500,000 shares. The shares may be
transferred in one or several tranches. The Board of Directors is authorized to
resolve upon the terms and conditions of the transfer of the own shares. The
Board of Directors is authorized to resolve to transfer the shares deviating from
the shareholders' pre-emptive rights to acquire the Company's shares, provided
that weighty financial grounds exist. The Board can use this authorization to
grant stock option rights and other special rights concerning the Company's own
shares, referred to in Chapter 10 of the Companies Act but not, however, to
resolve upon a personnel stock option plan.
This authorization shall be effective until the next Annual General Meeting of
Shareholders, however no longer than until 7 September 2008.
5. The 2007 Stock Option Plan
The Board of Directors proposes that the key employees of the Konecranes group
are granted the maximum of 3 million option rights. The option rights entitle to
an aggregate of 3 million Company shares.
Option rights are divided into three series, whose subscription periods are
staggered, so that the share subscription period for the option rights of the
first series begins on 2 May 2009 and ends for the option rights of the last
series on 30 April 2013.
The share subscription prices when exercising an option right are based on the
Company share's market price, as defined in the terms of the option rights.
6. The balance sheet registration of the shares subscribed on the basis of the
previous option rights
The Board of Directors further proposes that the subscription price paid for new
shares that are subscribed on the basis of the Company's option rights 1997
(based on the General Meeting resolution on 4 March 1997), 1999 (based on the
General Meeting resolution on 11 March 1999), 2001 (based on the General Meeting
resolution on 8 March 2001) and 2003 (based on the General Meeting resolution on
6 March 2003), and are issued after the General Meeting, will be booked in its
entirety to the invested non-restricted equity fund.
DOCUMENTS ON DISPLAY
The documents relating to the Annual 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 also available in their
entirety on the internet at http://www.konecranes.com/agm2007.
2 (11)
PAYMENT OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting of Shareholders
that a dividend of EUR 0.45 be paid on each share. Dividend will be paid to a
shareholder who is registered on the record date as a shareholder in the
Company's shareholders' register maintained by the Finnish Central Securities
Depository Ltd. The Board of Directors proposes that the record date for the
dividend payment is 13 March 2007. The dividend will be paid on 21 March 2007.
COMPOSITION OF THE BOARD OF DIRECTORS
According to the Articles of Association, the term of office of Board members
expires at the closing of the next Annual General Meeting following his/her
election. The Board of Directors shall have a minimum of five (5) and maximum of
eight (8) members. The term of office of all members expires annually.
The Nomination and Compensation Committee of the Board of Directors proposes to
the Annual General Meeting of Shareholders that eight (8) members of the Board of
Directors be elected. The Nomination and Compensation Committee proposes that the
current Board of Directors be re-elected, added with one new member, i.e. Mr.
Svante Adde, Mr. Stig Gustavson, Mr. Matti Kavetvuo, Ms. Malin Persson, Mr. Timo
Poranen, Mr. Björn Savén and Mr. Stig Stendahl be re-elected as members of the
Board of Directors and as a new member, the managing director of Nokian Tyres Plc
Mr. Kim Gran be elected as a member of the Board of Directors. All the candidates
have been presented in the press release of 14 February 2007 and on the Company's
internet site www.konecranes.com. All the candidates have given their consent to
the election.
ELECTION OF THE AUDITORS
According to the Articles of Association, the auditors are elected to office
until further notice. The Audit Committee of the Board of Directors has handled
the election of auditors and proposes that Ernst & Young Oy continues as the
Company's external auditors.
RIGHT TO PARTICIPATE AND NOTIFYING OF PARTICIPATION
Only a shareholder who on 26 February 2007 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 should 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 26 February 2007.
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 5 March 2007 before 4.45 p.m. to Ms. Maija Jokinen
by e-mail: agm@konecranes.com,
by telefax: +358 20 427 2099 (from abroad), 020 427 2099 (in Finland),
by mail: P.O. Box 661, FIN-05801 HYVINKÄÄ, or
by phone: + 358 040 531 7933 (from abroad), 040 531 7933 (in Finland), or
through the Internet: www.konecranes.com/agm2007.
Shareholders are requested to inform the Company of any proxies for the Annual
General Meeting of Shareholders in connection with the registration. A model for
a proxy is available on the Internet address mentioned above.
3 (11)
In Hyvinkää, on 13 February 2007
KCI Konecranes Plc
The Board of Directors
Annex 1: Articles of Association of Konecranes Plc
1 § Company's name and domicile
The Company's name is Konecranes Abp.
The Company's name in Finnish is Konecranes Oyj, and in English Konecranes Plc.
The Company's place of business is Hyvinge (In Finnish Hyvinkää, Translator's
note).
2 § The object of Company's business
The object of the Company's business is to purchase, sell, import, export,
design, manufacture, repair, rent, let and lease materials handling equipment,
and to provide consultancy, research and marketing services. The company also
engages in factory maintenance and other maintenance services. For these
purposes, the Company may own, let and rent real estate, own securities and trade
in securities and real estate. The business operations may be carried out
directly by the Company itself, or by its subsidiaries, affiliate companies and
joint ventures. As parent company, the Company may be in charge of the
administration of the group of companies, and of financing, marketing and other
common corporate functions, and own and license industrial property rights.
3 § Book Entry Securities System
The shares in the Company fall under the Book Entry Securities System.
4 § Membership and term of office of the Board of Directors
The Company has a Board of Directors consisting of not less than five (5) and not
more than eight (8) ordinary members. The Board members' term of office expires
at the closing of the following Annual General Meeting following their election.
The Board of Directors elects a Chairman from among its members to serve the
Board until the end of its term.
The Managing Director may be an ordinary member of the Board of Directors but may
not be elected as Chairman of the Board of Directors.
5 § Managing Director and his deputy
The Company has a Managing Director, who is nominated by the Board of Directors.
The Board of Directors may nominate a deputy for the Managing Director and
Assistant Managing Directors.
6 § Representing the company
All members of the Board of Directors together, or the Managing Director alone,
are authorized to represent the Company.
The Board of Directors decides on authorizing persons to sign for the Company per
procuram, so that two persons thus authorized represent the Company two together.
5 (11)
7 § Financial year
The financial year of the Company begins on the 1st of January and ends on the
31st of December.
8 § Auditors
The Company has at least one (1) ordinary auditor, who is chartered by the
Central Chamber of Commerce, and his deputy auditor, or alternatively at least
one (1) firm of auditors chartered by the Central Chamber of Commerce. The
auditors are elected to office until further notice.
9 § Notice of a Shareholders' Meeting
The Board of Directors shall convene an Annual General Meeting or Shareholders'
Meeting by means of publishing a notice in two (2) national newspapers chosen by
the Board, not earlier than three (3) months and not later than seventeen (17)
days before the General Meeting.
In order to be entitled to attend a General Meeting, a shareholder shall notify
the Company of his intention in the order and during the period prescribed in the
Notice of General Meeting. The last date for giving such notice, which shall not
be earlier than ten (10) days prior to the meeting in question, may not be a
Sunday or other public holiday.
The Annual General Meeting may be held at the Company's domicile, or
alternatively in Helsinki.
10 § Annual General Meeting (Ordinary Shareholders' Meeting)
The Annual General Meeting shall be held on a day set by the Board of Directors
not later than six months after the end of the financial year.
The agenda of the Annual General Meeting shall include
The presentation of
1. the financial statement, as well as the consolidated financial statement of
the group;
2. the auditors' report;
resolutions concerning:
3. the adoption of the financial statement and the consolidated financial
statement of the group;
4. the measures deemed appropriate regarding the profit or other non-restricted
eq-uity reflected by the balance sheet adopted at the meeting;
5. discharging the members of the Board of Directors and the Managing Director
from personal liability;
6. the fees payable to the members of the Board of Directors, and the grounds for
reimbursing their travel expenses;
7. the fees payable to the auditors;
8. the number of members of the Board of Directors, and when necessary their term
of office, and when necessary the number of auditors;
the election of
9. the members of the Board of Directors;
10. when necessary an auditor or auditors and a possible deputy auditor;
dealing with
11. any other matters included in the Notice of Meeting.
11 § Dispute resolution
Any dispute arising between the company, a shareholder, the Board of directors or
its member, managing director and/or auditor shall be finally settled by
arbitration in ac-cordance with the Arbitration Rules of the Finnish Central
6 (11)
Chamber of Commerce. The place of arbitration shall be Helsinki, and the
arbitration proceedings shall be con-ducted in the Finnish or Swedish language,
unless a party demands the arbitration proceedings to be conducted in the English
language.
Annex 2: The Option Righst of KCI Konecranes Plc 2007
I Terms and Conditions of the Option Rights
1. The number of the option rights
A maximum of 3.000.000 option rights shall be issued entitling to subscribe a
total of 3.000.000 new or existing own shares in KCI Konecranes Plc ("Konecranes"
or the "Company"). The Board shall decide on whether new or existing own shares
of the Company shall be issued to the subscriber.
An option right that has expired in accordance with Section I.6 or otherwise
shall not be regarded as an issued option right when calculating the total amount
of option rights under the terms hereunder.
2. The option rights and the meaning of the option program
Of the option rights, 1.000.000 shall be denominated as 2007A, 1.000.000 as 2007B
and 1.000.000 as 2007C.
The purpose of the option rights is to provide an incentive to the key personnel
and increase their commitment to the Company. There is thus a weighty financial
reason for issuing the option rights.
The subscription price of shares is determined by the Board so as to best
accomplish the purpose of issuing the option rights.
3. Allocation and acceptance of the option rights
The option rights shall be granted free of charge to the key personnel of the
Konecranes group. The Board decides upon the allocation of the option rights.
The Board may decide upon the allocation of series 2007A option rights until 31
December 2007, of the allocation of series 2007B option rights between 1 January
2008 and 31 December 2008 and of the allocation of series 2007C option rights
between 1 January 2009 and 31 December 2009.
In addition, the Board has the right to decide upon the allocation of an expired
or a returned option right to another key personnel in the Konecranes group also
after previously mentioned periods, however, not after the commencement of the
subscription period of shares for the relevant option right series and in no
event later than 30 April 2011.
The Company shall notify the persons about to receive the option rights by a
written notice. The recipient of the option rights shall confirm the receipt of
the option rights as well as his or her commitment to comply with these
provisions by signing and returning the notification to the Company. By returning
the notification to the Company the recipient of the option rights authorizes the
Board to decide on transferring the option rights to the book-entry system
maintained by the Finnish Central Securities Depository (FCSD) whereupon the
option rights will be registered on the book entry account informed by the
recipient in the notification.
7 (11)
The recipient shall have a valid book-entry account in an account-management
institution set out in the rules of the FCSD at the latest when returning
aforesaid notification to the Company.
4. Option certificates and transfer to the book-entry system
The Board may decide that option certificates be issued for the option rights,
with the Company holding such certificates on behalf of the option right holder
until such time that the holder of the option rights assigns the option rights in
accordance with the terms hereunder. The option right holder has no right to
require that option certificates be issued. The option certificates shall not be
issued if the option rights are transferred to the book-entry system.
The Board may decide to transfer the option rights to the book-entry system.
The Company shall notify the option rights holder in writing about the transfer
of the option rights to the book-entry system before registering the option
rights on the holder's book-entry account.
5. Assignment of the option rights
The option rights are assignable to a third party only as decided by the Board to
facilitate the subscription of shares. Regardless of the above the Board may,
however, authorize the assignment of the option rights through other means. The
option right holder shall inform the Company in all situations of the assignment
of the option rights without delay and at the latest within five working days of
the assignment.
The option rights can neither be pledged nor can other restricted property rights
be created on them without the Board's consent.
6. The lapse of the option rights and measures in case of death
Should the option right holder's employment or service with the Konecranes group
terminate for other reason than death or by statutory contractual retirement,
that option right holder's option rights, for which the subscription period as
set out in section II.2 has not commenced on the date of termination, shall
lapse. In deviation from the above the Board may, however, decide that the option
right holder can retain the rights wholly or partly despite the fact that the
employment or service contract has been terminated.
The Company may decide that the option rights which have not been assigned or
used for subscription of shares shall lapse without compensation, if the option
right holder acts against the terms hereof or the Board's instructions issued on
the basis of these terms or in breach of the applicable law or authority
regulations.
If the option right holder has forfeited the option rights the Company shall
notify that person in writing. The absence of any notification shall not,
however, affect the lapsing of the option right. If the option rights have been
entered on the book-entry system the Company shall apply for and have said option
rights transferred from the holder's book-entry account to the book-entry account
of the Company's choice without the right holder's consent. In addition, the
Company may register restrictions on the assignability and other restrictions
regarding the option rights on the option right holder's book-entry account
without his or her consent.
8 (11)
In case of death of the option right holder the rights will transfer to the
deceased's successors who may use the option rights in accordance with these
terms. When using the option rights or upon the Company's request otherwise the
successors shall submit evidence about their right to the option rights. The
Company may refuse to accept the subscription based on said option rights until
the Company is provided with sufficient evidence regarding the successors'
rights.
II Terms of Share Subscription
1. Right to subscribe shares
Each option right shall give its holder the right to subscribe one (1) new or
existing own share in Konecranes. The maximum increase in the number of shares in
Konecranes shall be 3.000.000 new shares. The subscription price of shares shall
be registered in its entirety in the invested unrestricted equity fund.
2. Subscription and payment of shares
The subscription period for shares is:
for 2007A option rights: 2 May 2009 - 30 April 2011,
for 2007B option rights: 2 May 2010 - 30 April 2012, and
for 2007C option rights: 2 May 2011 - 30 April 2013.
The subscription of the shares shall take place at the headquarters of the
Company by means of subscription on a subscription list or by other means
announced by the Board. The Board decides on the acceptance of subscriptions
pursuant to the terms hereunder. When subscribing the subscriber shall provide
the Company with the subscriber's book-entry account number and present the
option certificate based on which the subscription shall take place, if any, to
the Company, or, if the option rights are registered in the book-entry system,
the subscribed option right shall be removed from the subscriber's book-entry
account. The shares shall be paid upon subscription to the bank account
designated by the Company. The Company resolves on all measures relating to the
subscription of shares.
3. Subscription price of shares
The subscription price of shares is for all option rights the volume-weighted
average price of the Konecranes share in the Helsinki Stock Exchange between 1
April - 30 April, 2007.
The Board may decide to increase the subscription price of the shares from the
above for the option rights series 2007B and 2007C before such option rights are
allocated to the option right holders.
4. Registration of shares on book-entry account
Subscribed and fully paid shares shall be entered into the book-entry account of
the subscriber.
5. Shareholders' rights
The shareholder's rights pertaining to the new shares shall commence on the date
when the new shares are registered with the Trade Register. If the Company
assigns its own shares the rights related to those shall transfer to the
shareholder at the time of assignment.
9 (11)
6. Issues of shares, option rights and other special rights to shares prior to
the subscription
Should the Company, prior to the subscription of shares, issue shares otherwise
than under these terms or issue option rights or other special rights to shares
pursuant to Chapter 10 of the Companies Act, these terms of the option rights
shall be amended through modifying the number of shares to be subscribed, the
subscription price or both so that the financial position of the option right
holder shall remain as unchanged as possible. The issue of shares, option rights
or other special rights to shares pursuant to Chapter 10 of the Companies Act to
the management or to the employees of the Company shall have no effect on these
terms.
7. Rights in certain specific situations
After the period for determining the subscription price has commenced and before
the subscription of the share the Board has a right to decide that the
subscription price of a share subscribed on the basis of the option rights be
reduced with the amount that (i) has been distributed to shareholders as an
exceptional dividend deviating from usual dividend distributions, (ii) has been
distributed to shareholders based on their shareholding as distribution of other
unrestricted equity, (iii) has been distributed to the shareholders on the basis
of acquisition of own shares at a price in excess of market price, or (iv) has
been distributed to the shareholders based on their shareholding as a consequence
of reducing the share capital, share premium fund, reserve fund or other
comparable fund. Other distributions of assets shall not result in changes to the
terms of the option rights.
The Company may before subscription of the shares acquire option rights from the
option right holders. The acquisition of option rights or other special rights to
shares pursuant to Chapter 10 of the Companies Act shall not result in changes to
the terms of the option rights.
Should the Company be set into liquidation the option holders shall be reserved
an opportunity to use their subscription right within a time stipulated by the
Board or by the liquidator. After such time period no subscription right shall
exist.
Should the Company decide to merge into another existing company or into a
company to be formed in a combination merger or if the Company resolves to be
demerged in a complete demerger, the Company shall offer to the option right
holder, within a time period set by the Board, a right to subscribe shares before
the merger or demerger takes place. After said time limit the option right holder
has no further subscription right unless the merger or the division lapses.
Alternatively, the Board may grant the option right holders the right to exchange
the option rights to option rights issued by the other company on the terms set
out in the merger or demerger plan or as otherwise stipulated by the Board. The
option right holder may also be given a right to demand redemption of the option
rights at the fair market price before the merger or demerger. In addition to the
right granted by the Board pursuant to the above, no other right shall exist for
the option rights holder.
The Board may in a merger or demerger in which the Company is a receiving party
as well as in a partial demerger grant to the option rights holder, within a time
period set by the Board, a right to subscribe for shares before the merger or
demerger takes place. After said time limit the option right holder has no
further subscription right unless the merger or the demerger lapses. The above
stipulations also apply in a situation where the Company is registered as a
10 (11)
European Company (Societas Europae) in another member state of the European
Economic Area or where the Company transfers its domicile to another member
state.
In addition to the above, in any merger or demerger the option rights holders may
be granted merger or demerger consideration pursuant to the merger or demerger
plan.
Should anyone make a public offer for all the shares, option rights or other
special rights issued by the Company or should a shareholder be obliged to make a
tender offer for said instruments pursuant to the Company's Articles of
Association or the Securities Market Act, or should some of the shareholders
under the Companies Act be entitled or obliged to redeem the shares of the other
shareholders pursuant to the Companies Act, the option rights holder may,
irrespective of Section I.5, assign all the option rights held by him or her to
the offeror or the party obliged or entitled to redemption. Should any
shareholder pursuant to the Companies Act have a right to redeem all the shares
of the Company's other shareholders, the option right holder shall have an
obligation corresponding to the shareholders to assign the option rights to the
shareholder using his redemption right. The Board may in any aforementioned
situation grant to the option rights holder a right to use the subscription right
within a time period set by the Board. After such time, the option right holder
has no further subscription right.
III Other Issues
This option program shall be governed by Finnish law. Any dispute relating to the
option rights shall be settled by arbitration in accordance with the Arbitration
Rules of the Finnish Central Chamber of Commerce.
The receipt of option rights does not constitute a term or condition of the
option right holders employment or service contract and the option rights do not
form a part of the option right holders salary or benefit of any kind. During his
or her employment or thereafter, the option right holder will not be entitled to
compensation on any grounds from any company belonging to the Konecranes group in
respect of the option rights.
The Board of the Company may decide on technical alterations to these terms
including modifications and the specification of the terms not regarded as
essential. The Board shall decide on all other matters relating to these option
rights and may submit specific instructions concerning the interpretation of
these terms.
The Company may send all announcements regarding this option program by mail or
by e-mail.
The Company may maintain a register of the option right holders to which the
option right holder's name, the number of the option rights classified by series,
the address and e-mail address of the option right holder and the number of the
right holder's book-entry account are recorded. The option right holder shall
immediately inform the Company of the changes in these particulars. The Company
may rely on the correctness of the information given by the option right holder
for this register. This register is not public.
The option right documents shall be available for inspection at the Headquarters
of Konecranes.
11 (11)
These provisions are drafted in Finnish, Swedish and English. In the event of any
dispute between the Finnish, Swedish or English provisions, the provisions in
Swedish shall prevail.
KCI KONECRANES PLC
Paul Lönnfors
IR Manager
FURTHER INFORMATION
Ms Sirpa Poitsalo, Director, General Counsel, tel. +358 20 427 2011
DISTRIBUTION
OMX Helsinki Stock Exchange
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KCI KONECRANES PLC: NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Source: Konecranes Oyj