Annual General Meeting 2024

The Annual General Meeting of KONE Corporation will be held on Thursday, February 29, 2024.

KONE - Investors

  • Notice is given to the shareholders of KONE Corporation of the Annual General Meeting to be held on Thursday 29 February 2024 beginning at 11.00 a.m. at Messukeskus Siipi Conference Centre, Rautatieläisenkatu 3, Helsinki. The reception of registered meeting participants and distribution of voting ballots will commence at the meeting venue at 10.00 a.m.

    It is not possible for shareholders to vote in advance or participate in the General Meeting other than at the meeting venue. It is however possible for shareholders to register to follow the General Meeting via a webcast. More detailed information about the webcast is available in Section C. 4. Other instructions and information in this notice.


    A. Matters on the agenda of the General Meeting

    At the General Meeting, the following matters will be considered:

    1. Opening of the meeting

    2. Calling the meeting to order

    3. Election of person to scrutinize the minutes and persons to supervise the counting of votes

    4. Recording the legality of the meeting

    5. Recording the attendance at the meeting and adoption of the list of votes

    6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2023

    - Review by the President and CEO

    The Annual Review which includes the company’s annual accounts, consolidated accounts, the report of the Board of Directors and the auditor’s report is available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    7. Adoption of the annual accounts

    8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends

    The Board of Directors proposes that for the financial year 2023 a dividend of EUR 1.7475 is paid for each class A share and a dividend of EUR 1.75 is paid for each class B share. The date of record for dividend distribution is 4 March 2024 and the dividend is paid on 11 March 2024.

    9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period of 1 January – 31 December 2023

    10. Consideration of the Remuneration Report for governing bodies

    The Remuneration Report for governing bodies is available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    11. Consideration of the Remuneration Policy for governing bodies

    The Remuneration Policy for governing bodies is attached to this notice (Annex 1) and available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    12. Resolution on the remuneration of the members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the board members’ annual compensation is kept unchanged: Chairman of the Board of Directors EUR 220,000, Vice Chairman EUR 125,000 and board members EUR 110,000 per year. According to the proposal, 40 percent of the annual compensation will be paid in class B shares of KONE Corporation and the rest in cash. The Nomination and Compensation Committee proposes in addition that a separate annual compensation is paid to the members of the board committees: Chairman of the Audit Committee: EUR 20,000 and members of the Audit Committee: EUR 10,000, and Chairman of the Nomination and Compensation Committee: EUR 20,000 and members of the Nomination and Compensation Committee: EUR 10,000. The annual compensation of the members of the board committees is proposed to be paid in cash. In addition, it is proposed that annual compensation is not paid to a board member who is employed by the company. Possible travel expenses are proposed to be reimbursed according to the travel policy of the company.

    13. Resolution on the number of members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that nine board members are elected.

    14. Election of members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes that following persons are elected to the Board of Directors so that in case of possible vote each candidate shall be considered separately:

    a) Matti Alahuhta (present member)
    b) Susan Duinhoven (present member)
    c) Marika Fredriksson (present member)
    d) Antti Herlin (present member)
    e) Iiris Herlin (present member)
    f) Jussi Herlin (present member)
    g) Timo Ihamuotila (new member)
    h) Ravi Kant (present member)
    i) Krishna Mikkilineni (present member)

    The proposed new member of the Board of Directors, Mr. Timo Ihamuotila, Licentiate of Science (Finance), born 1966, a Finnish citizen, serves as CFO of ABB Ltd since 2017. Previously served as CFO of Nokia Corporation 2009–2016, Executive Vice-President, Sales, Markets of Nokia Corporation 2008–2009 and has held various other positions at Nokia Corporation, including Executive Vice-President, Sales and Portfolio Management, Mobile Phones 2007, Senior Vice-President, CDMA Business Unit, Mobile Phones 2004–2007, director positions in the finance function 1999–2004 and Manager of Dealing & Risk Management 1993–1996. He has also previously served as Vice-President of Nordic Derivatives Sales at Citibank plc 1996–1999 and Analyst, Assets and Liability Management at Kansallis-Osake-Pankki 1990–1993. Current key positions of trust are member of the board of SoftwareOne Holding AG and member of the board of Oras Invest Oy. Based on the evaluation of KONE Board of Directors, Timo Ihamuotila is independent of both the company and of significant shareholders.

    Of the proposed members of the Board of Directors, Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Iiris Herlin, Ravi Kant and Krishna Mikkilineni are independent of the company. With the exception of Antti Herlin, Iiris Herlin and Jussi Herlin, the other Board members are independent of the company’s significant shareholders.

    The proposed new member of the Board of Directors is presented on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    15. Resolution on the remuneration of the auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that the auditor to be elected is reimbursed as per their invoice approved by the company.

    16. Resolution on the number of auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that one auditor is elected for the company for a term ending at the conclusion of the following annual general meeting.

    17. Election of auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that audit firm Ernst & Young Oy be elected as the auditor of the company for a term ending at the conclusion of the following annual general meeting.

    If Ernst & Young Oy will be elected as the auditor of the company, it will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Limited Liability Companies Act (1252/2023), and will be imbursed for this task as per their invoice approved by the company.

    18. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares

    The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 52,930,000 treasury shares with the company’s unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 45,310,000 class B shares may be repurchased. The proposed maximum number of shares corresponds to approximately 10 percent of the company’s registered number of shares and votes for each share class at the time of the proposal. The consideration to be paid for the repurchased shares with respect to both class A and class B shares will be determined based on the trading price determined for class B shares on public trading on the date of repurchase.

    Class A shares will be repurchased in proportion to holdings of class A shareholders at a price equivalent to the average price paid for the company’s class B shares on public trading on the date of repurchase. Any shareholder wishing to offer their class A shares for repurchase by the company must state their intention to the company’s Board of Directors in writing. The company may deviate from the obligation to repurchase shares in proportion to the shareholders' holdings if all the holders of class A shares give their consent. Class B shares can be repurchased other than in proportion of shareholders' holdings. Class B shares will be repurchased at a price determined on public trading at the time of the repurchase.

    The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until 30 June 2025. The authorization terminates the authorization to decide on the repurchase of the company’s own shares given to the Board of Directors by the Annual General Meeting on 28 February 2023.

    19. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

    The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act as follows:

    The number of shares to be issued based on this authorization shall not exceed 7,620,000 class A shares and 45,310,000 class B shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).

    The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until 30 June 2025. The authorization terminates the authorization to decide on the issuance of shares given to the Board of Directors by the Annual General Meeting on 28 February 2023.

    20. Closing of the meeting


    B. Documents of the General Meeting

    The aforementioned proposals of the Board of Directors and its committees relating to the agenda of the General Meeting, the Remuneration Report, the Remuneration Policy, this notice and Annual Review including company’s annual accounts, consolidated accounts, the report of the Board of Directors and the auditor’s report are on view at KONE Corporation’s website at https://www.kone.com/en/investors/annual-general-meetings/. The proposals and other documents referred to above are also on view at the General Meeting. The minutes of the General Meeting are available on the above-mentioned website no later than 14 March 2024.


    C. Instructions for the participants in the General Meeting

    1. Shareholders recorded in the shareholders’ register

    Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Oy on the record date of the General Meeting, which is 19 February 2024, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the company.

    Registration to the General Meeting commences on 26 January 2024. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, shall register for the meeting no later than on 26 February 2024 at 3.00 p.m. by which time the notice must be received. Such notice can be given:

    a) via KONE Corporation's website at https://www.kone.com/en/investors/annual-general-meetings/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with online banking credentials or mobile ID. If an entity is using Suomi.fi e-Authorization, the registration of the authorized person requires strong electronic identification with online banking credentials or mobile ID.

    b) by e-mail to Innovatics Oy using the address: agm@innovatics.fi. Shareholders registering by e-mail shall include in the e-mail the registration form available on the company's website at https://www.kone.com/en/investors/annual-general-meetings/ or equivalent information.

    c) by mail to Innovatics Oy to the address Innovatics Oy, General Meeting / KONE Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki. Shareholders registering by mail shall include in the letter the registration form available on the company's website https://www.kone.com/en/investors/annual-general-meetings/ or equivalent information.

    Any changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

    In connection with the registration, a shareholder shall provide the information requested such as their name, date of birth or business identification number, address, telephone number and email address as well as the name of any assistant or proxy representative, as well as the date of birth of a proxy representative. The personal information is used only in connection with the General Meeting and with the processing of related necessary registrations.

    Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 13.00 p.m. to 16.00 p.m.

    The shareholder, their authorized representative or proxy representative shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.

    2. Holders of nominee registered shares

    A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which they on the record date of the General Meeting, i.e. 19 February 2024, are entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register of the company held by Euroclear Finland Oy at the latest by 26 February 2024 by 10.00 a.m. This is considered as registration for holders of nominee registered shares wanting to participate in the General Meeting. Any changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

    A holder of nominee registered shares is advised to request well in advance necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and voting instructions and registration for the General Meeting from their custodian bank. The account manager of the custodian bank has to temporarily register a holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the company no later than by the time stated above.

    In order to take into consideration possible voting instructions of a holder of nominee registered shares at the General Meeting, it requires that the shareholder has registered to the General Meeting and that the shareholder is present or represented at the General Meeting.

    3. Proxy representative and powers of attorney

    A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Proxy template is available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

    Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / KONE Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy representative shall register for the General Meeting in the manner described above in this notice.

    Entities can also use Suomi.fi e-Authorization service instead of a traditional power of attorney. To do so an entity must authorize its representative in Suomi.fi e-Authorization at the address: https://www.suomi.fi/e-authorizations by using the mandate “Representation at the General Meeting”. In connection with the electronic registration to the meeting, the authorized person must identify themself in the registration system through strong electronic identification after which the e-Authorization is automatically verified.

    4. Other instructions and information

    The meeting will be held in Finnish. Review by the President and CEO will be held in English.

    Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.

    On the date of this notice 26 January 2024, the total number of shares in KONE Corporation is 529,395,860 shares constituted of 76,208,712 class A shares and 453,187,148 class B shares. Based on the Articles of Association, each class A share entitles its holder to one vote and each full ten class B shares entitle their holder to one vote, but each shareholder has a minimum of one vote. On the date of this notice, the company holds 12,159,159 treasury class B shares. Pursuant to the Limited Liability Companies Act, treasury shares or shares held by a subsidiary do not entitle to participation in the General Meeting.

    Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Oy on the record date of the General Meeting, which is 19 February 2024, has a possibility to register to follow the General Meeting via a webcast. Instructions how to register as a follower for the webcast and how to follow the webcast are available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/. The shareholders following the webcast may present written questions or comments during the General Meeting through a chat functionality provided in the webcast platform. Following the webcast or presenting written questions or comments is not considered participation in the General Meeting or using shareholders’ right to request information or speak at the meeting in accordance with the Limited Liability Companies Act. Written questions presented in the chat are not questions referred to in the Limited Liability Companies Act. The written questions and comments presented in the chat will be brought to the audience of the General Meeting and answered in the General Meeting if the Chairperson of the meeting considers that appropriate.

    The participants of the General Meeting are kindly notified that coffee will be served after the meeting.


    In Helsinki, 26 January 2024

    KONE Corporation

    THE BOARD OF DIRECTORS


    ANNEXES

    Annex 1: Remuneration Policy

  • At the General Meeting, the following matters will be considered:

    1. Opening of the meeting

    2. Calling the meeting to order

    3. Election of person to scrutinize the minutes and persons to supervise the counting of votes

    4. Recording the legality of the meeting

    5. Recording the attendance at the meeting and adoption of the list of votes

    6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2023

    - Review by the President and CEO

    The Annual Review which includes the company’s annual accounts, consolidated accounts, the report of the Board of Directors and the auditor’s report is available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    7. Adoption of the annual accounts

    8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends

    The Board of Directors proposes that for the financial year 2023 a dividend of EUR 1.7475 is paid for each class A share and a dividend of EUR 1.75 is paid for each class B share. The date of record for dividend distribution is 4 March 2024 and the dividend is paid on 11 March 2024.

    9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period of 1 January – 31 December 2023

    10. Consideration of the Remuneration Report for governing bodies

    The Remuneration Report for governing bodies is available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    11. Consideration of the Remuneration Policy for governing bodies

    The Remuneration Policy for governing bodies is attached to this notice (Annex 1) and available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    12. Resolution on the remuneration of the members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the board members’ annual compensation is kept unchanged: Chairman of the Board of Directors EUR 220,000, Vice Chairman EUR 125,000 and board members EUR 110,000 per year. According to the proposal, 40 percent of the annual compensation will be paid in class B shares of KONE Corporation and the rest in cash. The Nomination and Compensation Committee proposes in addition that a separate annual compensation is paid to the members of the board committees: Chairman of the Audit Committee: EUR 20,000 and members of the Audit Committee: EUR 10,000, and Chairman of the Nomination and Compensation Committee: EUR 20,000 and members of the Nomination and Compensation Committee: EUR 10,000. The annual compensation of the members of the board committees is proposed to be paid in cash. In addition, it is proposed that annual compensation is not paid to a board member who is employed by the company. Possible travel expenses are proposed to be reimbursed according to the travel policy of the company.

    13. Resolution on the number of members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that nine board members are elected.

    14. Election of members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes that following persons are elected to the Board of Directors so that in case of possible vote each candidate shall be considered separately:

    a) Matti Alahuhta (present member)
    b) Susan Duinhoven (present member)
    c) Marika Fredriksson (present member)
    d) Antti Herlin (present member)
    e) Iiris Herlin (present member)
    f) Jussi Herlin (present member)
    g) Timo Ihamuotila (new member)
    h) Ravi Kant (present member)
    i) Krishna Mikkilineni (present member)

    The proposed new member of the Board of Directors, Mr. Timo Ihamuotila, Licentiate of Science (Finance), born 1966, a Finnish citizen, serves as CFO of ABB Ltd since 2017. Previously served as CFO of Nokia Corporation 2009–2016, Executive Vice-President, Sales, Markets of Nokia Corporation 2008–2009 and has held various other positions at Nokia Corporation, including Executive Vice-President, Sales and Portfolio Management, Mobile Phones 2007, Senior Vice-President, CDMA Business Unit, Mobile Phones 2004–2007, director positions in the finance function 1999–2004 and Manager of Dealing & Risk Management 1993–1996. He has also previously served as Vice-President of Nordic Derivatives Sales at Citibank plc 1996–1999 and Analyst, Assets and Liability Management at Kansallis-Osake-Pankki 1990–1993. Current key positions of trust are member of the board of SoftwareOne Holding AG and member of the board of Oras Invest Oy. Based on the evaluation of KONE Board of Directors, Timo Ihamuotila is independent of both the company and of significant shareholders.

    AGM 2024_img1_resized

    Of the proposed members of the Board of Directors, Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Iiris Herlin, Ravi Kant and Krishna Mikkilineni are independent of the company. With the exception of Antti Herlin, Iiris Herlin and Jussi Herlin, the other Board members are independent of the company’s significant shareholders.

    The proposed new member of the Board of Directors is presented on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    15. Resolution on the remuneration of the auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that the auditor to be elected is reimbursed as per their invoice approved by the company.

    16. Resolution on the number of auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that one auditor is elected for the company for a term ending at the conclusion of the following annual general meeting.

    17. Election of auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that audit firm Ernst & Young Oy be elected as the auditor of the company for a term ending at the conclusion of the following annual general meeting.

    If Ernst & Young Oy will be elected as the auditor of the company, it will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Limited Liability Companies Act (1252/2023), and will be imbursed for this task as per their invoice approved by the company.

    18. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares

    The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 52,930,000 treasury shares with the company’s unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 45,310,000 class B shares may be repurchased. The proposed maximum number of shares corresponds to approximately 10 percent of the company’s registered number of shares and votes for each share class at the time of the proposal. The consideration to be paid for the repurchased shares with respect to both class A and class B shares will be determined based on the trading price determined for class B shares on public trading on the date of repurchase.

    Class A shares will be repurchased in proportion to holdings of class A shareholders at a price equivalent to the average price paid for the company’s class B shares on public trading on the date of repurchase. Any shareholder wishing to offer their class A shares for repurchase by the company must state their intention to the company’s Board of Directors in writing. The company may deviate from the obligation to repurchase shares in proportion to the shareholders' holdings if all the holders of class A shares give their consent. Class B shares can be repurchased other than in proportion of shareholders' holdings. Class B shares will be repurchased at a price determined on public trading at the time of the repurchase.

    The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until 30 June 2025. The authorization terminates the authorization to decide on the repurchase of the company’s own shares given to the Board of Directors by the Annual General Meeting on 28 February 2023.

    19. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

    The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act as follows:

    The number of shares to be issued based on this authorization shall not exceed 7,620,000 class A shares and 45,310,000 class B shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).

    The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until 30 June 2025. The authorization terminates the authorization to decide on the issuance of shares given to the Board of Directors by the Annual General Meeting on 28 February 2023.

    20. Closing of the meeting

  • Adoption of the annual accounts

    Resolution on the use of the profit shown on the balance sheet and the payment of dividends

    The Board of Directors proposes that for the financial year 2023 a dividend of EUR 1.7475 is paid for each class A share and a dividend of EUR 1,75 is paid for each class B share. The date of record for dividend distribution is 4 March 2024 and the dividend is paid on 11 March 2024.

    Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period of 1 January – 31 December 2023

    Consideration of the Remuneration Report for governing bodies

    The Remuneration Report for governing bodies is available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    Consideration of the Remuneration Policy for governing bodies

    The Remuneration Policy for governing bodies is attached to this notice (Annex 1) and available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    Resolution on the remuneration of the members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the board members’ annual compensation is kept unchanged: Chairman of the Board of Directors EUR 220,000, Vice Chairman EUR 125,000 and board members EUR 110,000 per year. According to the proposal, 40 percent of the annual compensation will be paid in class B shares of KONE Corporation and the rest in cash. The Nomination and Compensation Committee proposes in addition that a separate annual compensation is paid to the members of the board committees: Chairman of the Audit Committee: EUR 20,000 and members of the Audit Committee: EUR 10,000, and Chairman of the Nomination and Compensation Committee: EUR 20,000 and members of the Nomination and Compensation Committee: EUR 10,000. The annual compensation of the members of the board committees is proposed to be paid in cash. In addition, it is proposed that annual compensation is not paid to a board member who is employed by the company. Possible travel expenses are proposed to be reimbursed according to the travel policy of the company.

    Resolution on the number of members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that nine board members are elected.

    Election of members of the Board of Directors

    The Nomination and Compensation Committee of the Board of Directors proposes that following persons are elected to the Board of Directors so that in case of possible vote each candidate shall be considered separately:

    a) Matti Alahuhta (present member)
    b) Susan Duinhoven (present member)
    c) Marika Fredriksson (present member)
    d) Antti Herlin (present member)
    e) Iiris Herlin (present member)
    f) Jussi Herlin (present member)
    g) Timo Ihamuotila (new member)
    h) Ravi Kant (present member)
    i) Krishna Mikkilineni (present member)

    The proposed new member of the Board of Directors, Mr. Timo Ihamuotila, Licentiate of Science (Finance), born 1966, a Finnish citizen, serves as CFO of ABB Ltd since 2017. Previously served as CFO of Nokia Corporation 2009–2016, Executive Vice-President, Sales, Markets of Nokia Corporation 2008–2009 and has held various other positions at Nokia Corporation, including Executive Vice-President, Sales and Portfolio Management, Mobile Phones 2007, Senior Vice-President, CDMA Business Unit, Mobile Phones 2004–2007, director positions in the finance function 1999–2004 and Manager of Dealing & Risk Management 1993–1996. He has also previously served as Vice-President of Nordic Derivatives Sales at Citibank plc 1996–1999 and Analyst, Assets and Liability Management at Kansallis-Osake-Pankki 1990–1993. Current key positions of trust are member of the board of SoftwareOne Holding AG and member of the board of Oras Invest Oy. Based on the evaluation of KONE Board of Directors, Timo Ihamuotila is independent of both the company and of significant shareholders.

    AGM 2024_img1_resized

    Of the proposed members of the Board of Directors, Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Iiris Herlin, Ravi Kant and Krishna Mikkilineni are independent of the company. With the exception of Antti Herlin, Iiris Herlin and Jussi Herlin, the other Board members are independent of the company’s significant shareholders.

    The proposed new member of the Board of Directors is presented on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

    Resolution on the remuneration of the auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that the auditor to be elected is reimbursed as per their invoice approved by the company.

    Resolution on the number of auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that one auditor is elected for the company for a term ending at the conclusion of the following annual general meeting.

    Election of auditors

    The Audit Committee of the Board of Directors proposes to the General Meeting that audit firm Ernst & Young Oy be elected as the auditor of the company for a term ending at the conclusion of the following annual general meeting.

    If Ernst & Young Oy will be elected as the auditor of the company, it will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Limited Liability Companies Act (1252/2023), and will be imbursed for this task as per their invoice approved by the company.

    Authorizing the Board of Directors to decide on the repurchase of the company’s own shares

    The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 52,930,000 treasury shares with the company’s unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 45,310,000 class B shares may be repurchased. The proposed maximum number of shares corresponds to approximately 10 percent of the company’s registered number of shares and votes for each share class at the time of the proposal. The consideration to be paid for the repurchased shares with respect to both class A and class B shares will be determined based on the trading price determined for class B shares on public trading on the date of repurchase.

    Class A shares will be repurchased in proportion to holdings of class A shareholders at a price equivalent to the average price paid for the company’s class B shares on public trading on the date of repurchase. Any shareholder wishing to offer their class A shares for repurchase by the company must state their intention to the company’s Board of Directors in writing. The company may deviate from the obligation to repurchase shares in proportion to the shareholders' holdings if all the holders of class A shares give their consent. Class B shares can be repurchased other than in proportion of shareholders' holdings. Class B shares will be repurchased at a price determined on public trading at the time of the repurchase.

    The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until 30 June 2025. The authorization terminates the authorization to decide on the repurchase of the company’s own shares given to the Board of Directors by the Annual General Meeting on 28 February 2023.

    Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

    The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act as follows:

    The number of shares to be issued based on this authorization shall not exceed 7,620,000 class A shares and 45,310,000 class B shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).

    The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until 30 June 2025. The authorization terminates the authorization to decide on the issuance of shares given to the Board of Directors by the Annual General Meeting on 28 February 2023.


    Read more about current members of the Board of Directors

  • PRIVACY STATEMENT - ANNUAL GENERAL MEETING OF KONE CORPORATION 2024

    This Privacy Statement describes the personal data processing related to KONE Corporation’s Annual General Meeting.

    Data controller and contact person

    KONE Corporation
    P.O. Box 7, 02150 Espoo, Finland
    agm@kone.com +358(0)204 75 1

    Global Legal, Data Protection Counsel
    Keilasatama 3, 02150 Espoo, Finland
    personaldatarequest@kone.com

    1. Purpose and legal basis for processing personal data

    Personal data is collected from persons who register to the Annual General Meeting of KONE Corporation or the webcast for the shareholders of KONE Corporation. The purpose for the collection of personal data is to enable shareholders of KONE Corporation to register to and attend the Annual General Meeting and the webcast and to ascertain a registrant’s identity and his/her right to participate in the Annual General Meeting and the webcast which is only open to the shareholders. Further, the information is used for printing a list of participants, a voting list and ballots for the Annual General Meeting and for arranging voting, if any. A list of votes will be annexed to the minutes of the Annual General Meeting. The list of votes includes the shareholders represented at the Annual General Meeting. Innovatics Oy is the technical provider and maintainer of the registration service. The list of shareholders of the company is maintained by Euroclear Finland Oy.

    Innovatics Oy saves the data log created when using the registration web page and may use such data for monitoring purposes, for ensuring the reliability of the service and for user statistics.

    In accordance with the General Data Protection Regulation (2016/679, GDPR), the primary legal basis for the processing of personal data is the data controller’s statutory obligation to hold a general meeting based on the Finnish Limited Liability Companies Act (624/2006), which also includes the obligation to draw up the minutes and voting list of the general meeting.

    The processing of personal data is also necessary for the purposes of the legitimate interests of the data controller as required by the General Data Protection Regulation, including organizing a webcast for the shareholders.

    2. Processed personal data The processed personal data include the shareholder’s and their possible proxy’s name, personal identity number and/or business ID, address, contact details, number of shares and votes, voting information, authentication method, basis of representation, date of registration, and possible information on aid, power of attorney and any additional information provided in connection with the registration. When participating in the Annual General Meeting, the time of arrival and departure of each participant are recorded. For technical maintenance and monitoring of the service, log data on registration and voting, as well as the user’s IP address are also recorded.

    The processed data contains the list of shareholders on the record date created by Euroclear Finland for the Annual General Meeting, containing, e.g., the shareholder’s name, personal identity number/business ID, address, and number of shares.

    The processed data contains a temporary list of shareholders created by Euroclear Finland for the Annual General Meeting, containing information on nominee registered shareholders registered for the General Meeting and their number of shares.

    3. Regular sources of information

    Personal data is mainly collected from the persons themselves or from their representative in connection with the registration to the Annual General Meeting. When registering via e-mail, mail or telephone, the controller or Innovatics Oy enters the registrant's personal data into the register.

    Based on the personal data provided in connection with the registration, Innovatics Oy retrieves the number of shares of the shareholder on the record date from the list of shareholders created by Euroclear Finland.

    4. Regular disclosures of personal data

    The personal data is processed for the implementation of the Annual General Meeting in addition to KONE Corporation by the general meeting service provider Inderes Oyj, the technical implementer of the Annual General Meeting system Innovatics Oy and the implementer of the video recording of the Annual General Meeting Flik Oy.

    Based on the processed personal data, a list of votes and a summary of the votes cast are established and attached to the minutes of the meeting. The list of votes contains information on the name of the shareholder and possible proxy and/or aid, number of the vote ticket (participant number), number of shares by share class, number of votes, basis of representation and means of attendance.

    At the Annual General Meeting, in accordance with the Limited Liability Companies Act, the shareholder register is made available, which includes the names of shareholders, municipality, and the number of shares and votes according to the record date of the meeting. The list also contains information on nominee registered shareholders who are temporarily registered in the list of shareholders for the Annual General Meeting. This information is available only through terminal devices located on site of the Annual General Meeting and cannot be printed or otherwise transferred from these devices.

    5. Personal data transfers outside the EU or the European Economic Area

    The data may be shared with third parties involved in organising the Annual General Meeting who need the data to provide their services to the data controller. Data is not disclosed for commercial purposes. The data is stored on servers located in the European Economic Area. Data processing services are also mainly provided within the European Economic Area. If personal data is transferred outside of the European Economic Area, an adequate level of data protection is ensured in accordance with the requirements of the GDPR by complying with the adequacy decisions issued by the European Commission or using Standard Contractual Clauses adopted by the European Commission and, where necessary, by implementing supplementary safeguards.

    For recipients with Finnish phone numbers, text messages are sent via the service provided by Softera Oy. For those with international numbers, text messages are sent using a Swiss service.

    6. Principles of the protection of the data

    A. Manual data

    Manual data is kept in a locked space and is available only for authorized persons.

    B. Electronic data

    Electronic material is stored in a data room that meets the requirements for the processing of personal data. The connection from the user's browser to the server is encrypted. Access to the data is limited to the employees of the controller and subcontractors who need and process data to organise the Annual General Meeting.

    7. Retention and deletion of personal data

    Innovatics Oy stores personal data for a maximum of two years after the end of the General Meeting.

    Euroclear Finland Oy stores personal data for a maximum of four months after the end of the General Meeting.

    A list of participants and votes will be annexed to the minutes of the Annual General Meeting. The list of participants and votes includes the name of the shareholder, number of the ballot and details on ownership (number of shares and votes as well share class). The minutes and its annexes will be stored throughout the operational life of the company, however, for at least 10 years after the end of the financial year, in order to comply with the company’s statutory obligations.

    Other information is destroyed when it is no longer necessary to prepare the meeting minutes or to verify its correctness.

    8. Data Subjects’ rights

    Regardless of secrecy provisions, a shareholder is entitled to access, after having supplied sufficient search criteria, all data concerning himself/herself in the data file, or to receive a confirmation from the data controller that the data file does not contain any personal data concerning the shareholder.

    The data controller shall, without undue delay, on its own initiative or at a shareholder’s request, rectify, erase or supplement personal data contained in the personal data file, provided that such data is erroneous, unnecessary, incomplete or obsolete for the purposes of the processing the data. The data controller shall also prevent the dissemination of such data if this could compromise the protection of privacy of the shareholder or his/her rights. If the data controller refuses a shareholder’s request concerning rectification of an error, a written certificate to this effect shall be issued by the data controller. The certificate must also mention the reasons for the refusal.

    A shareholder has the right to object, on grounds relating to his or her particular situation, processing operations carried out by the data controller on his or her personal data to the extent that the processing is based on the legitimate interests of the data controller. If the data subject objects the processing, the data controller may no longer process the personal data unless the data controller can demonstrate a legitimate ground for the processing.

    Shareholders have the right, in certain circumstances specified in Article 18 of the GDPR, to request the data controller to restrict the processing of their personal data. A shareholder may request the restriction of the processing of his or her personal data, for example, where the shareholder has objected the processing of his or her personal data and is awaiting verification whether the interests of the data controller outweigh those of the shareholder. If the processing is restricted, the data controller may retain the data, but in principle may not otherwise process them.

    Above described requests, which must be sufficiently detailed, shall be sent to the contact person of the data controller either by email to the address personaldatarequest@kone.com or by letter to the address KONE Corporation, P.O. Box 7, 02150 Espoo, Finland.

    In the event the data subjects have concerns or remarks regarding the processing activities described in this privacy statement, they have the right to lodge a complaint with the appropriate data protection supervisory authority.

  • Notice convening General Meeting published and registration begins 26 January 2024

    Record date of the General Meeting 19 February 2024

    Registration ends 26 February 2024 at 3:00 p.m. EET

    Deadline for proxy documents 26 February 2024 at 3:00 p.m. EET

    General Meeting 29 February 2024 at 11:00 a.m. EET

    Proposed date of record for dividend distribution 4 March 2024

    Proposed payment date for dividend distribution 11 March 2024

  • Annual General Meeting of KONE Corporation will be held on Thursday 29 February 2024 beginning at 11.00 a.m. at Messukeskus Siipi Conference Centre, Rautatieläisenkatu 3, Helsinki. The meeting will be held in Finnish. Review by the President and CEO will be held in English. The notice convening General Meeting, including the matters on the agenda of the General Meeting and the decision proposals, has been published as a stock exchange release on 26 January 2024. The notice convening General Meeting is available on this website.

    The General Meeting can be followed via a webcast. To follow the webcast, the shareholder must register beforehand via the registration link available on this website. “Webcast” is selected from the menu opening behind the registration link. The registration service will collect the contact information (e-mail address and mobile phone number) of the shareholders who have notified that they want to follow the General Meeting via webcast when registering to the General Meeting. To follow the General Meeting via webcast, the shareholders must register no later than on 26 February 2024, 3.00 p.m. If you are unable to register to follow the webcast via the registration link, please be in contact by email to Innovatics Oy at the following address: agm@innovatics.fi. If a holder of nominee registered shares wishes to follow the General Meeting via webcast, in addition to registration to the General Meeting, such holder of nominee registered shares must register to follow the webcast by e-mail to the address agm@innovatics.fi no later than on 26 February 2024, 3.00 p.m.

    Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Oy on the record date of the General Meeting, which is 19 February 2024, has a right to follow the General Meeting via the webcast. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the company. A holder of nominee registered shares has a corresponding right by virtue of such shares based on which they on the record date of the General Meeting would be entitled to be registered in the shareholders’ register of the company.

    The shareholders following the webcast may present written questions or comments during the General Meeting via a chat functionality provided in the webcast platform. Following the webcast or presenting written questions or comments is not considered participation in the General Meeting or using shareholders’ right to request information or speak at the meeting in accordance with the Limited Liability Companies Act. Written questions presented in the chat are not questions referred to in the Limited Liability Companies Act. The written questions and comments presented in the chat will be brought to the audience of the General Meeting and answered in the General Meeting if the Chairperson of the meeting considers that appropriate. Should a shareholder want to use their right to request information or speak at the meeting in accordance with the Limited Liability Companies Act, they need to be present at the General Meeting at the meeting venue.

    It is advisable to log in to the webcast well in advance of the meeting.

    The webcast will be provided through Inderes Plc's virtual general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera.

    The participation link and password for webcast will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those shareholders who have registered to follow the General Meeting no later than on the day before the General Meeting.

    More information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that you read the detailed participation instructions well in advance of the meeting.

    In the event of possible disturbances, the shareholder must contact the following:

    • Before the meeting, help with registration is available from Innovatics Oy by calling +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 13.00 p.m. to 16.00 p.m. during the registration period to the General Meeting.
    • In case of problems with logging in just before or during the General Meeting, help can be obtained by calling +358 10 2818 909 or by email: agm@innovatics.fi.
    • In case of problems arising during the General Meeting related to following the meeting, help can be obtained by calling +358 20 729 1449 or by email: support@videosync.fi.
  • Changes in the withholding taxation of dividends paid to holders of nominee registered shares entered into force in 2021. As a starting point, withholding tax of 35% will be withheld from dividend payments made on nominee registered shares. In case the custodians are registered with the Finnish Tax Administration’s Register of Authorised Intermediaries, lower withholding tax can be applied based on the required additional information collected. Any tax withheld in excess can be reclaimed after the year of the dividend payment by submitting a refund application to the Finnish Tax Administration, either on paper (form for corporate entities here, and for individuals here), or electronically. You may also be able to receive a refund already during the year of dividend payment via your registered custodian. Please contact your custodian for further information.

    Additional information on withholding tax reclaims can be obtained from the Tax Administration either by e-mail whtreclaims@vero.fi (for corporations only) or via the Tax Administration general telephone and chat helplines (for both individuals and corporations). Please note that KONE does not process withholding tax reclaims.

    Dividends paid to Finnish tax resident holders of nominee registered shares may as of 2020 have been subject to withholding of 50% tax prepayment (ennakonpidätys). Any excess tax prepayment will be credited in the normal tax assessment process where the shareholder reports their dividend income to the Finnish Tax Administration.

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