Date: 25 February 2006
The Board of Directors´ proposal for changing article five (5) of the Articles of Association
The Board of Directors proposes that the article five (5) of the tenable Articles of Association be changed so that the number of Board Members would be a minimum of five (5) and a maximum of nine (9), and the term of office would be one year so that the term of office would expire at the end of the next Annual General Meeting.
2. Matters pertaining to the Annual General Meeting of Shareholders under article 14 of the Articles of Association
3. Authorisation of the Board of Directors to acquire the Company's own shares
The Board of Directors proposes that the Board of Directors be authorised to acquire the Company's own shares using assets available for distribution of profits, provided that the combined nominal value of the shares of the Company together with the nominal value of the shares already in the possession of the Company corresponds to a maximum of 10 percent of the Company's total share capital at the moment of acquisition.
According to the proposal the authorisation entitles the Board of Directors to acquire the Company's own shares in a manner and scope determined by the Board of Directors for the purpose of using them as consideration in possible business acquisitions, to finance investments, or in other industrial arrangements or to be conveyed in other ways or to be invalidated. The invalidation of the shares shall require a decision of the General Meeting of Shareholders concerning lowering of the share capital. The Company's own shares would be acquired in accordance with a decision of the Board of Directors either through a purchase offer made to all shareholders on equal terms in proportion to their shareholdings and at the same price determined by the Board of Directors or, through public trading at the market price of the shares at the time of the acquisition. The authorisation is valid for a period of one year beginning from the decision of the General Meeting of Shareholders.
4. Authorisation of the Board of Directors to convey the Company's own shares
The Board of Directors proposes that the Board of Directors be authorised to decide on the conveyance of the Company's own shares. The authorisation would comprehend the conveyance of all such own shares of the Company that are acquired on the basis of the acquisition authorisation granted to the Board of Directors or that are in the Company's possession otherwise.
According to the proposal the authorisation entitles the Board of Directors to decide to whom and in which order the own shares are conveyed. The Board of Directors may convey the own shares to be used as consideration in possible business acquisitions, to finance investments and in other industrial arrangements in a way and scope determined by the Board of Directors. The shares may also be conveyed through public trading on the Helsinki Stock Exchange.
The shares may be conveyed at least at the market value of the shares at the time of the conveyance. The shares may also be conveyed against other compensation than money. The authorisation is valid for a period of one year beginning from the decision of the General Meeting of Shareholders.
5. Board of Directors and Auditors
According to the company's Articles of Association, the term of office of members of the Board of Directors is three years. None of the members of the Board are due for re-election.
The Board of Directors proposes, on the recommendation of the Audit Committee, the election as auditor of the authorised public accounting firm KPMG Oy Ab, which has consented to accept the position.
Right to participate
Shareholders entered in the Company's shareholders register maintained by the Finnish Central Securities Depository Ltd on 6 March 2006 are entitled to attend the General Meeting of Shareholders. Shareholders whose shares have not been transferred to the book-entry system are also entitled to attend the Annual General Meeting of Shareholders provided that they were registered prior to 22 December 1995 in the share register of Oy Kyro Ab. In such cases, shareholders must present their share certificates at the Annual General Meeting of Shareholders or otherwise demonstrate that title to the shares has not been transferred to a book-entry account.
Enrolment
Shareholders who wish to attend the Annual General Meeting of Shareholders must notify the Company of their intention to attend by Monday, 13 March 2006 before 4 p.m., in writing to Kyro Corporation, 39200 Kyröskoski, Finland, or by telephone at +358 3 382 3072 (Terttu Uusitalo) or by email at terttu.uusitalo@kyro.fi. The notification must reach the Company before the end of the notification period.
Shareholders are kindly requested to deliver any powers of attorney to the above mentioned address before the end of the notification period.
Documents available
The financial statements and the proposals of the Board of Directors will be available for shareholders from 9 March 2006 at the head office of the Company, Vehmaistenkatu 5, 33730 Tampere. The Annual Report will be sent to shareholders in week 10.
Payment of the dividend
The Board of Directors proposes to the Annual General Meeting of Shareholders that a dividend of EUR 0.08 per share and a supplementary dividend of EUR 0.09 per share will be paid for the fiscal year 2005, amounting in total EUR 13.4 million. The dividend will be paid to a shareholder registered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date, 21 March 2006. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 28 March 2006.
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