The shareholders of KONE Corporation are hereby summoned to the Annual General Meeting of Shareholders to be held at the Colonial Cabinet of Hotel Kalastajatorppa (address Kalastajatorpantie 1), Helsinki, on Friday, 27 February, 2004 at 11.00 a.m. The meeting shall decide on: 1. Matters to be decided upon under Article 12 of the Articles of Association. 2. The Board of Directors’ proposal that the Annual General Meeting would authorize the Board of Directors to repurchase the Company’s own shares with assets distributable as profit as follows: The Company’s own repurchased shares shall be used as compensation in possible acquisitions and in other arrangements as well as to develop the Company’s capital structure. Altogether no more than 3,173,180 shares may be repurchased, of which no more than 476.304 are class A shares and 2,696,876 are class B shares, taking into consideration the provisions of the Companies Act regarding the maximum amount of own shares that the Company is allowed to possess. The class A shares shall be purchased in proportion to the existing shareholdings at the price equivalent to the average price of class B shares paid in the Helsinki Stock Exchange at the time of purchase. Any holder who wants to offer his class A shares to the Company must state his intention in writing to the Board of Directors. The Company may deviate from the obligation of purchasing shares in proportion to the shareholding if all the holders of class A shares give their permission. Class B shares shall be purchased at public trading in the Helsinki Stock Exchange at the market price. The purchase price will be paid to the shareholders according to rules of the Helsinki Stock Exchange and the rules of the Finnish Central Securities Depository Ltd. The shares are not repurchased in proportion to the holdings of the shareholders as they are purchased in public trading. The maximum amount of the shares to be repurchased shall not exceed 5% of the share capital nor 5% of the voting rights attached to the shares of the Company. The repurchase is divided between class A shares and class B shares in proportion to the existing number of shares and voting rights. Therefore, the purchase does not significantly affect the division of shareholdings nor voting rights in the Company. The repurchase of shares decreases the free equity of the Company. This authorization shall remain in effect for a period of one year from the date of decision of the Annual General Meeting.3. The Board of Directors propose that the Annual General Meeting authorize the Board of Directors to decide on the distribution of any shares repurchased by the Company as follows:The authorization is limited to a maximum of 476,304 class A shares and 2,696,876 class B shares repurchased by the Company. The Board of Directors is authorized to decide to whom and in which order the repurchased shares will be transferred. The Board of Directors may decide on the distribution of repurchased shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the Company’s own shares. The repurchased shares may be used as compensation in acquisitions and in other arrangements in the manner and to the extent decided by the Board of Directors. The shares shall be transferred at least at the market price quoted for class B shares in the Helsinki Stock Exchange at the moment of their transfer. This authorization shall remain in effect for a period of one year from the date of decision of the Annual General Meeting.4. Proposal by the Board of Directors that the Shareholders’ Meeting would confirm the option program, which will implement the decision by the Extraordinary General Meeting of Shareholders on 17 November, 2000 to issue option rights to the key personnel of KONE Group. The Shareholders’ Meeting decided on 17 November, 2000 to issue option rights to the key personnel of the Group. The option rights have not yet been issued because the receiving of the option rights and the share subscription pursuant to the terms and conditions of the option program is connected to the development of KONE Group’s aggregated net income (after taxes) during three years period (2001 to 2003) shown in the Consolidated Financial Statements. On the basis of the decision made by the Shareholders’ Meeting on 17 November, 2000 it is proposed that the Shareholders’ Meeting decides to confirm the option program, the terms and conditions of which materially correspond with the option program approved on 17 November, 2000. The main content of the proposal is as follows:a. A maximum number of 350,000 option rights shall be issued and they entitle to subscribe for a maximum number of 1,050,000 class B shares in KONE Corporation.b. Subject to the meeting of the Group’s net income targets each option right shall give its holder the right to subscribe for three (3) class B shares in KONE Corporation with a nominal value of one (1) euro. As a result of the subscriptions the maximum increase in the share capital of the Company shall be 1,050,000 euros corresponding to 1,050,000 new shares.c. Deviating from the shareholders’ pre-emptive right to subscription, the option rights for subscription are offered to the key persons of the KONE Group, who have received the temporary option certificates entitling to subscribe for the option rights pursuant to the option program approved on 17 November, 2000. KONE Capital Oy, a wholly owned subsidiary of KONE Corporation, shall also have the right to subscription. KONE Capital Oy can later transfer the option rights to key personnel of KONE Group. Deviation from the shareholders’ pre-emptive right to subscription is proposed, as the option program constitutes a part of the incentive plan of the Group, and a weighty financial reason for the Company thus exists.Some of the persons entitled to subscribe belong to the inner circle of the Company. Prior to the granting of the option rights entitling to new issue the persons belonging to this group own directly a total of 0.16 per cent of the share capital of the Company and a total of 0.07 per cent of the votes carried by all shares and indirectly 31.46 per cent of the share capital and 66.59 per cent of the voting rights. If the persons belonging to the inner circle exchange their temporary option certificates into option rights and if shares are subscribed for based on all of these option rights, the persons belonging to this group and entitled to subscribe for shares own directly a total of 0.25 per cent of the share capital of the Company and a total of 0.13 per cent of the votes carried by all shares and indirectly 31.55 per cent of the share capital of the Company and 66.63 per cent of the votes carried by all shares of the Company.d. The subscription period in respect of the option rights is from 1 March, 2004 to 19 March, 2004. The option rights will be given free of charge and they shall be issued in the book-entry system.e. The option rights have been divided into A and B option rights. The maximum number of A option rights is of 180,000, and the maximum number of B option rights is 170,000.Option rights entitle the holders to subscribe for shares subject to the development of the KONE Group’s cumulative net income (after taxes), as shown in the Consolidated Statement of Income over a three-year (3) period (2001-2003) as follows:
Information
The Board of Directors’ proposal that the Shareholders’ Meeting would confirm the option program, which will implement the decision by the Extraordinary General Meeting of Shareholders on 17 November, 2000 to issue option rights to the key personnel of KONE Group was approved. The grant of option rights pursuant to the terms and conditions of the option program was connected to the development of KONE Group’s aggregated net income (after taxes) during a three year period (2001 to 2003) shown in the Consolidated Financial Statements.The Annual General Meeting confirmed that the conditions precedent for the option program have been met because KONE’s aggregated net income according to the Consolidated Financial Statements for 2001-2003 exceeded EUR 470 million. A maximum of 350,000 options rights will be issued in accordance with the program, and they will confer the right to subscribe to a maximum of 540,000 class B shares from 1 April, 2004 and a maximum of 510,000 class B shares from 1 April, 2005. The option program also includes a cash bonus totaling no more than EUR 7.2 million.
THE TERMS AND CONDITIONS OF THE OPTION PROGRAM
TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
Chairman of the Board of Directors and Ordinary as well as Deputy Members of the Board are elected by the General Meeting of Shareholders. The term of office of the Board of Directors shall expire at the end of the first Annual General Meeting of Shareholders following the election.
KONE Nomination Committee’s Proposal for Composition of Board
1. Matters Relating to the Annual General Meeting
KONE Corporation’s Annual General Meeting was held in Helsinki on 27 February, 2004. The meeting approved the 2003 financial statements and discharged the responsible parties from liability for the financial year. The Annual General Meeting approved dividends of EUR 1.98 for each of the 9,526,089 class A shares and EUR 2.00 for the 53,104,052 outstanding class B shares. The date of record for dividend distribution is 3 March, 2004, and dividends will be payable on 10 March, 2004. The rest of the distributable equity, EUR 743.6 million, will be retained and carried forward.The number of members of the Board of Directors was confirmed at seven. Antti Herlin was re-elected as chairman of the Board. Re-elected as full members of the Board were Matti Alahuhta, Jean-Pierre Chauvarie, Iiro Viinanen and Gerhard Wendt. Sirkka Hämäläinen and Masayuki Shimono were elected as new members of the Board.Authorized public accountants Jukka Ala-Mello and PricewaterhouseCoopers Oy were nominated as auditors with authorized public accountants Niina Raninen and Barbro Löfqvist as deputies.Board of Directors
2. Authorization to Acquire and Distribute Own Shares
The Board of Directors’ proposal that the Annual General Meeting authorize the Board of Directors to repurchase KONE’s own shares with assets distributable as profit was approved. The number of shares to be repurchased shall not exceed 3,173,180 shares (maximums: 476,304 class A shares and 2,696,876 class B shares), respecting the provisions of the Companies Act regarding the maximum number of own shares held by the company.In addition, the Board of Directors’ proposal that the Annual General Meeting authorize the Board of Directors to decide on the distribution of any shares repurchased by the company was approved. The company’s repurchased shares shall be used as compensation in possible acquisitions and other arrangements as well as to develop the company’s capital structure. The Board of Directors is authorized to decide to whom and in which order the repurchased shares will be distributed. The Board of Directors has the right to distribute the repurchased shares in a way that deviates from the existing pre-emptive right of shareholders to purchase the company’s own shares. The shares shall be distributed at no less than the market price quoted for class B shares on the Helsinki Exchanges at the moment of their transfer. These authorizations shall remain in effect for a period of one year from the date of decision of the Annual General Meeting. Precise information about the authorization to acquire and distribute own shares can be found in the invitation to the Annual General Meeting.
3. Confirmation of the Option Program
The Board of Directors’ proposal that the Shareholders’ Meeting would confirm the option program, which will implement the decision by the Extraordinary General Meeting of Shareholders on 17 November, 2000 to issue option rights to the key personnel of KONE Group was approved. The grant of option rights pursuant to the terms and conditions of the option program was connected to the development of KONE Group’s aggregated net income (after taxes) during a three year period (2001 to 2003) shown in the Consolidated Financial Statements.The Annual General Meeting confirmed that the conditions precedent for the option program have been met because KONE’s aggregated net income according to the Consolidated Financial Statements for 2001-2003 exceeded EUR 470 million. A maximum of 350,000 options rights will be issued in accordance with the program, and they will confer the right to subscribe to a maximum of 540,000 class B shares from 1 April, 2004 and a maximum of 510,000 class B shares from 1 April, 2005. The option program also includes a cash bonus totaling no more than EUR 7.2 million.Additional information about the option program can be found in the invitation to the Annual General Meeting. See also The Terms And Conditions Of The Option Program.Decisions Taken at KONE Corporation's Annual General Meeting (Stock Exchange Release Feb 27, 2004)
Presentations at KONE Corporation Annual General Meeting were held in Finnish. Presentations are available from the links below.