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2008-02-08 09:30:00 CET 2008-02-08 09:30:01 CET REGULATED INFORMATION Konecranes Oyj - Notice to general meetingNOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERSNOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS The shareholders of Konecranes Plc are invited to the Annual General Meeting of Shareholders to be held on Thursday, 13 March 2008 at 11 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 10 of the Articles of Association and Chapter 5 Section 3 of the Companies Act 2. 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 authorizes the Board of Directors to resolve to repurchase the Company's own shares as follows: No more than 6,097,878 shares may be repurchased. The Company cannot at any moment together with its subsidiaries own more than 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 shares 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 with 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. This authorization shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 12 September 2009. 3. Authorization of the Board of Directors to Transfer the Company's Own Shares The Board of Directors proposes that the Annual General Meeting of Shareholders authorizes the Board of Directors to resolve to transfer the Company's own shares as follows: The authorization is limited to a maximum of 6,097,878 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 Company's own shares. The shares may be transferred with deviation from the shareholders' pre-emptive right, provided that weighty financial grounds exist for this. The Board of Directors can also 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 12 September 2009. 4. Authorization of the Board of Directors to resolve upon share issue and issue of stock option rights as well as of other special rights entitling to shares The Board of Directors proposes that the Annual General Meeting of Shareholders authorizes the Board of Directors to resolve upon share issue as well as upon issue of stock option rights, convertible bonds and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows. The authorization does not, however, concern resolving upon a personnel stock option plan. Shared issued on the basis of the authorization are new shares of the Company. The authorization is limited to issuance of a maximum of 12,195,756 shares. On the basis of the authorization, the Board of Directors may also resolve upon issuance of new shares to the Company itself. The Company cannot, however, at any moment together with its subsidiaries own more than 10 per cent of all the registered shares of the Company. The shares issued may then, among other things, be transferred on the basis of the authorization granted above in Section 3. The Board of Directors is authorized to resolve upon all the terms and conditions of the share issue and the issuance of special rights entitling to shares. The shares and the special rights entitling to shares may be issued with deviation from the shareholders' pre-emptive right, provided that weighty financial grounds exist for this. This authorization shall be effective until the next Annual General Meeting of Shareholders, however no longer than until 12 September 2009. 5. Partial change of the 1997 stock option program The Board of Directors proposes that Section 5 of the terms of share subscription in the stock option program approved by the General Meeting of Shareholders on 4 March 1997 concerning shareholders' rights, is amended to read as follows: ”The right to dividend pertaining to the shares and other shareholders' rights shall commence on the date when the increase of share capital is registered with the Trade Register." 6. Partial change of the 1999 stock option program The Board of Directors proposes that Section 5 of the terms of share subscription in the stock option program approved by the General Meeting of Shareholders on 11 March 1999 concerning shareholders' rights, is amended to read as follows: ”The right to dividend pertaining to the shares and other shareholders' rights shall commence on the date when the increase of share capital is registered with the Trade Register." 7. Partial change of the 2001 stock option program The Board of Directors proposes that Section 5 of the terms of share subscription in the stock option program approved by the General Meeting of Shareholders on 8 March 2001 concerning shareholders' rights, is amended to read as follows: ”The right to dividend pertaining to the shares and other shareholders' rights shall commence on the date when the increase of share capital is registered with the Trade Register." 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 www.konecranes.com/investor/agm2008. PAYMENT OF DIVIDEND The Board of Directors proposes to the Annual General Meeting of Shareholders that a dividend of EUR 0.80 is paid on each share. Dividend will be paid to shareholders who are registered on the record date as shareholders 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 18 March 2008. The dividend will be paid on 28 March 2008. 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 a 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) Board members are elected. Board member Stig Stendahl has announced that he will not be available for re-election. The Nomination and Compensation Committee proposes that the other current Board members are re-elected and that one new Board member is elected, thus Mr. Svante Adde, Mr. Kim Gran, Mr. Stig Gustavson, Mr. Matti Kavetvuo, Ms. Malin Persson, Mr. Timo Poranen and Mr. Björn Savén are re-elected as members of the Board of Directors and Mr Mikael Silvennoinen, managing director of OKO Bank plc is elected as a new member of the Board of Directors. All the candidates have been presented in the press release of 8 February 2008 and on the Company's internet site www.konecranes.fi. 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 auditor. RIGHT TO PARTICIPATE AND NOTIFICATION OF PARTICIPATION Only a shareholder who on 3 March 2008 has been registered as a shareholder in the shareholders' register of the Company maintained by the 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 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 3 March 2008. A shareholder who wishes to participate in the Annual General Meeting of Shareholders must notify the Company of the participation no later than on 10 March 2008 before 4.45 p.m. to Ms. Tiina Huoponen by e-mail: agm2008@konecranes.com by telefax: +358 20 427 2089 (from abroad) or 020 427 2089 (Finland), by mail: PL 661, FIN-05801 HYVINKÄÄ or by phone: +358 40 704 1066 (from abroad) or040-704 1066 (Finland) or through the Internet: www.konecranes.com/investor/agm2008 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 site mentioned above. In Hyvinkää, 8 February 2008 Konecranes Plc The Board of Directors FURTHER INFORMATION Ms Sirpa Poitsalo, Director, General Counsel, tel. +358 20 427 2011 DISTRIBUTION OMX Nordic Exchange Helsinki Media |
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