Annual general meeting 2013
Annual general meeting 2013
The Annual General Meeting of KONE was held on February 25, 2013.
-
Notice is given to the shareholders of KONE Corporation of the Annual General Meeting to be held on Monday 25 February 2013 at 11.00 a.m. at Finlandia Hall, Mannerheimintie 13, Helsinki. The reception of participants will commence at 10.00 a.m.
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 2012
Review by the CEO & President
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 2012 a dividend of EUR 1.745 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 proposed to be February 28, 2013 and the dividend is proposed to be paid on March 7, 2013.
9. Resolution on the discharge of the members of the Board of Directors and the CEO & President from liability
10. Resolution on the remuneration of the members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members' compensation is kept unchanged: Chairman of the Board of Directors EUR 54,000, Vice Chairman EUR 44,000, board members EUR 33,000 and deputy members 16,500 per year, as well as an EUR 500 fee per meeting for each member for Board and Committee meetings.
11. Resolution on the number of members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members and one (1) deputy member are elected.
12. Election of members and deputy member of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Shinichiro Akiba, Matti Alahuhta, Anne Brunila, Antti Herlin, Jussi Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala and Sirpa Pietikäinen are re-elected to the Board of Directors and that Iiris Herlin is elected as a new deputy member.
13. Resolution on the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors are reimbursed as per their invoice.
14. Resolution on the number of auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors are elected.
15. Election of auditor
The Audit Committee of the Board of Directors proposes that authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila are elected as Auditors.
16. Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 25,570,000 treasury shares with assets from the company's unrestricted equity, so that a maximum of 3,810,000 class A shares and a maximum of 21,760,000 class B shares may be repurchased. 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 the NASDAQ OMX Helsinki 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 the NASDAQ OMX Helsinki on the date of repurchase. Any shareholder wishing to offer his or her class A shares for repurchase by the company must state his or her 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 will be purchased in public trading on the NASDAQ OMX Helsinki at the market price as per the time of purchase.
The Board of Directors proposes that the authorization remains in effect for a period of one year following the date of decision of the General Meeting.
17. Closing of the meeting
B. Documents of the General Meeting
The draft resolutions of the Board of Directors and its committees relating to the agenda of the General Meeting, this notice and Company's annual accounts, the report of the Board of Directors and the Auditor's report are on view at KONE Corporation's website at www.kone.com/corporate/en/Investors/AGM. The draft resolutions of the Board of Directors and its committees and the annual accounts are also on view at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting are available on the above-mentioned website no later than March 11, 2013.
C. Instructions for the participants in the General Meeting
1. Right to participate and registration
Each shareholder, who is registered in the shareholders' register of the Company held by Euroclear Finland Ltd on the record date of the General Meeting, which is February 13, 2013, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company.
A shareholder, who wants to participate in the General Meeting, shall register with the company for the meeting no later than on February 20, 2013 at 3.00 p.m. by giving prior notice of participation. Such notice can be given:
- on KONE Corporation's website: www.kone.com/corporate/en/Investors/AGM
- by regular mail to: KONE Corporation, Share Register, P.O. Box 7, FI-02151 Espoo, Finland
- by telefax +358 20 475 4523
- by telephone + 358 20 770 6873.In connection with the registration, a shareholder shall provide his/her name, personal/business identification number, address, telephone number and the name of any assistant or proxy representative, as well as the personal identification number of a proxy representative. The personal information is used only in connection with the general meeting and with the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his or her 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 his or her right to represent the shareholder at the General Meeting. 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 should be delivered in originals to KONE Corporation, Share Register, P.O. Box 7, FI-02151 Espoo, Finland before the last date for registration.
3. 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 he or she on the record date of the General Meeting, i.e .February 13, 2013, is entitled to be registered in the shareholders' register held by Euroclear Finland Ltd. 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 held by Euroclear Finland Ltd at the latest by February 20, 2013 by 10.00 am. This registration is sufficient for holders of nominee registered shares wanting to participate in the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization 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 the time stated above.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Finnish 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 24 January 2013, the total number of shares in KONE Corporation is 260,536,120 shares constituted of 38,104,356 class A shares and 222,431,764 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.
The participants of the General Meeting are kindly notified that coffee will be served after the meeting.
In Helsinki 24 January 2013
KONE Corporation
THE BOARD OF DIRECTORS -
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 2012 Review by the CEO & President
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that for the financial year 2012 a dividend of EUR 1.745 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 proposed to be February 28, 2013 and the dividend is proposed to be paid on March 7, 2013.
9. Resolution on the discharge of the members and deputy member of the Board of Directors and the CEO & President from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members’ compensation is kept unchanged: Chairman of the Board of Directors EUR 54,000, Vice Chairman EUR 44,000, board members EUR 33,000 and deputy members 16,500 per year, as well as an EUR 500 fee per meeting for each member for Board and Committee meetings.
11. Resolution on the number of members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members and one (1) deputy member are elected.
12. Election of members and deputy member of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Shinichiro Akiba, Matti Alahuhta, Anne Brunila, Antti Herlin, Jussi Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala and Sirpa Pietikäinen are re-elected to the Board of Directors and that Iiris Herlin is elected as a new deputy member.
13. Resolution on the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors are reimbursed as per their invoice.
14. Resolution on the number of auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors are elected.
15. Election of auditor
The Audit Committee of the Board of Directors proposes that authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila are elected as Auditors.
16. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 25,570,000 treasury shares with assets from the company’s unrestricted equity, so that a maximum of 3,810,000 class A shares and a maximum of 21,760,000 class B shares may be repurchased. 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 the NASDAQ OMX Helsinki 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 the NASDAQ OMX Helsinki on the date of repurchase. Any shareholder wishing to offer his or her class A shares for repurchase by the company must state his or her 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 will be purchased in public trading on the NASDAQ OMX Helsinki at the market price as per the time of purchase.
The Board of Directors proposes that the authorization remains in effect for a period of one year following the date of decision of the General Meeting.
17. Closing of the meeting
-
Proposals of the Board of Directors of KONE Corporation and it´s Committees to the General Meeting February 25, 2013.
Board of Directors:
Proposal on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that for the financial year 2012 a dividend of EUR 1.745 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 proposed to be February 28, 2013 and the dividend is proposed to be paid on March 7, 2013.
Proposal for authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 25,570,000 treasury shares with assets from the company’s unrestricted equity, so that a maximum of 3,810,000 class A shares and a maximum of 21,760,000 class B shares may be repurchased. 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 the NASDAQ OMX Helsinki 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 the NASDAQ OMX Helsinki on the date of repurchase. Any shareholder wishing to offer his or her class A shares for repurchase by the company must state his or her 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 will be purchased in public trading on the NASDAQ OMX Helsinki at the market price as per the time of purchase.
The Board of Directors proposes that the authorization remains in effect for a period of one year following the date of decision of the General Meeting.
Nomination and Compensation Committee:
Proposal for the remuneration of the members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members’ compensation is kept unchanged: Chairman of the Board of Directors EUR 54,000, Vice Chairman EUR 44,000, board members UR 33,000 per year, as well as an EUR 500 fee per meeting for each member for Board and Committee meetings.
Proposal for the number of members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members and one (1) deputy member are elected.
Proposal for members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Shinichiro Akiba, Matti Alahuhta, Anne Brunila, Antti Herlin, Jussi Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala and Sirpa Pietikäinen are re-elected to the Board of Directors and that Iiris Herlin is elected as new deputy member.
Reino Hanhinen, who is currently a board member, is proposed to resign from the Board of Directors. KONE extends its gratitude to Mr. Hanhinen for his significant contribution as Member of the Board of KONE Corporation.
Iiris Herlin, born 1989, has served as Member of the Board of Directors of Security Trading Oy since 2011.
Audit Committee:
Proposal for the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors are reimbursed as per their invoice.
Proposal for the number of auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors are elected.
Proposal for election of auditor
The Audit Committee of the Board of Directors proposes that authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila are elected as Auditors.
-
This document is an unofficial translation from the Finnish original. In the event of any discrepancies between the Finnish and English versions, the Finnish version shall prevail.
Matters relating to the Annual General Meeting
KONE Corporation's Annual General Meeting was held in Helsinki on February 25, 2013. The meeting approved the financial statements and discharged the responsible parties from liability for the financial period January 1-December 31, 2012.
The General Meeting approved dividends of EUR 1.745 for each of the 38,104,356 class A shares and EUR 1.75 for the 218,191,425 outstanding class B shares. The date of record for dividend distribution is February 28, 2013, and dividends will be payable on March 7, 2013.
The number of Members of the Board of Directors was confirmed as eight. Re-elected as Members of the Board were Shinichiro Akiba, Matti Alahuhta, Anne Brunila, Antti Herlin, Jussi Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala and Sirpa Pietikäinen and as new Deputy Member of the Board was elected Iiris Herlin.
The General Meeting confirmed an annual compensation of EUR 54,000 for the Chairman of the Board, EUR 44,000 for the Vice Chairman, EUR 33,000 for Board Members and EUR 16,500 for Deputy Board Member. In addition, a compensation of EUR 500 was approved for attendance at Board and Committee meetings.
Authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila were nominated as auditors.
Authorization to repurchase own shares
The General Meeting approved the authorization for the Board of Directors to repurchase KONE's own shares. Altogether no more than 25,570,000 shares may be repurchased, of which no more than 3,810,000 may be class A shares and 21,760,000 class B shares. The authorization shall remain in effect for a period of one year from the date of decision of the General Meeting.
Decisions by the Board of Directors
At its meeting held after the General Meeting, the Board of Directors elected from among its members Antti Herlin as its Chair and Sirkka Hämäläinen-Lindfors as Vice Chair.
Antti Herlin was elected as Chairman and Sirkka Hämäläinen-Lindfors, Anne Brunila and Jussi Herlin as members of the Audit Committee. Sirkka Hämäläinen-Lindfors and Anne Brunila are independent of both the company and of significant shareholders and Jussi Herlin is independent of the company.
Antti Herlin was elected as Chairman and Jussi Herlin and Juhani Kaskeala as members of the Nomination and Compensation Committee. Juhani Kaskeala is independent of both the company and of significant shareholders
Extraordinary general meeting 2013
The Extraordinary general meeting of KONE was held on Wednesday 2 December, 2013.
-
Notice is given to the shareholders of KONE Corporation to the Extraordinary General Meeting to be held on Monday 2 December 2013 at 2.00 p.m. at Hilton Helsinki Kalastajatorppa, Kalastajatorpantie 1, Helsinki. Registration to the meeting will commence at 1.00 p.m.
A. Matters on the agenda of the Extraordinary General Meeting
At the Extraordinary 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. Resolution on the payment of extra dividend
The Board of Directors proposes that for the financial year 2012 an extra dividend of EUR 1.295 be paid for each class A share and an extra dividend of EUR 1.30 be paid for each class B share. The record date for dividend distribution is December 5, 2013 and the dividend will paid December 13, 2013.
7. Share split, i.e. increasing the number of shares through a share issue without payment
The Board of Directors proposes that the number of shares in the company be increased by issuing new shares to the shareholders without payment in proportion to their holdings so that one (1) class A share will be given for each class A share and one (1) class B share will be given for each class B share. Based on the number of the shares on the date of this notice, a total of 38,104,356 new class A shares and 223,068,735 new class B shares will be issued, so that after the share issue, there will be a total of 76,208,712 class A shares and a total of 446,137,470 class B shares.
The share issue will be implemented in the book-entry system and does not require measures by the shareholders. The shareholders who are registered in the company’s shareholder register on the record date, 5 December 2013, are entitled to shares. New shares will produce shareholder rights as of the registration of the share issue, however, the new shares will not entitle their holders to the dividends to be decided in the Extraordinary Meeting of the shareholders to be held on 2 December 2013. The New Shares are planned to be admitted to public trading and entered into the book-entry system on 9 December 2013.
8. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The above-mentioned proposals of the Board of Directors on the agenda of the General Meeting, this notice, the financial statements 2012 of KONE Corporation including the report of the Board of Directors and the Auditor’s report and the other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, are available on KONE Corporation’s website at www.kone.com/corporate/en/Investors/AGM. The proposals of the Board of Directors and the other above-mentioned documents will also be available at the Extraordinary General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from December 16, 2013.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on the record date of the General Meeting November 20, 2013 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
A shareholder, who wishes to participate in the General Meeting, shall register to the company for the meeting no later than on November 27, 2013 at 3.00 p.m. by giving a prior notice of participation. Such notice can be given:
* on the Company’s website: www.kone.com/corporate/en/Investors/AGM * by regular mail to: KONE Corporation, Share Register, P.O. Box 7, FI-02151 Espoo, Finland * by telefax: +358 20 475 4523 * by telephone + 358 20 475 4326In connection with the registration, a shareholder shall notify his/her name, personal/business identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal information is used only in connection with the general meeting and with the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her 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 his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at 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. Possible proxy documents should be delivered in originals to KONE Corporation, Share Register, P.O. Box 7, FI-02151 Espoo, Finland before the last date for registration.
3. 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 he/she on the record date of the General Meeting, i.e. November 20, 2013, would be entitled to be registered in the shareholders’ register held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition that the shareholder on the basis of such shares has been temporary registered into the shareholders’ register held by Euroclear Finland Ltd by November 27, 2013 at 10.00 am, at the latest. As regards the nominee registered shares, this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in order to be temporarily entered into the shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank must register a holder of nominee registered shares, who wishes to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish 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 October 28, 2013 the total number of shares in KONE Corporation is 261,173,091 shares constituted of 38,104,356 class A shares and 223,068,735 class B shares. Based on 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.
In Helsinki October 28, 2013
KONE Corporation
The Board of DirectorsNotice to the EGM
Agenda of the EGM
Board proposals to the EGM
Statement of the Board
Minutes of KONE AGM on February 25, 2013
KONE's Financial Statements 2012
KONE's Interim Report for January-March 2013
KONE's Interim Report for January-June 2013
KONE's Interim Report for January-September 2013 -
Matters on the agenda of the Extraordinary General Meeting
At the Extraordinary 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. Resolution on the payment of extra dividend
The Board of Directors proposes that for the financial year 2012 an extra dividend of EUR 1.295 be paid for each class A share and an extra dividend of EUR 1.30 be paid for each class B share. The record date for dividend distribution is December 5, 2013 and the dividend will paid December 13, 2013.
7. Share split, i.e. increasing the number of shares through a share issue without payment
The Board of Directors proposes that the number of shares in the company be increased by issuing new shares to the shareholders without payment in proportion to their holdings so that one (1) class A share will be given for each class A share and one (1) class B share will be given for each class B share. Based on the number of the shares on the date of this notice, a total of 38,104,356 new class A shares and 223,068,735 new class B shares will be issued, so that after the share issue, there will be a total of 76,208,712 class A shares and a total of 446,137,470 class B shares.
The share issue will be implemented in the book-entry system and does not require measures by the shareholders. The shareholders who are registered in the company’s shareholder register on the record date, 5 December 2013, are entitled to shares. New shares will produce shareholder rights as of the registration of the share issue, however, the new shares will not entitle their holders to the dividends to be decided in the Extraordinary Meeting of the shareholders to be held on 2 December 2013. The New Shares are planned to be admitted to public trading and entered into the book-entry system on 9 December 2013.
8. Closing of the meeting
-
Proposals of the Board of Directors of KONE Corporation to the Extraordinary General Meeting December 2, 2013.
Proposal on the payment of extra dividend
The Board of Directors proposes that for the financial year 2012 an extra dividend of EUR 1.295 be paid for each class A share and an extra dividend of EUR 1.30 be paid for each class B share. The record date for dividend distribution is December 5, 2013 and the dividend will paid December 13, 2013.
Proposal on the share split, i.e. increasing the number of shares through a share issue without payment
The Board of Directors proposes that the number of shares in the company be increased by issuing new shares to the shareholders without payment in proportion to their holdings so that one (1) class A share will be given for each class A share and one (1) class B share will be given for each class B share. Based on the number of the shares on the date of the proposal, a total of 38,104,356 new class A shares and 223,068,735 new class B shares will be issued, so that after the share issue, there will be a total of 76,208,712 class A shares and a total of 446,137,470 class B shares.
The share issue will be implemented in the book-entry system and does not require measures by the shareholders. The shareholders who are registered in the company’s shareholder register on the record date, 5 December 2013, are entitled to shares. New shares will produce shareholder rights as of the registration of the share issue, however, the new shares will not entitle their holders to the dividends to be decided in the Extraordinary Meeting of the shareholders to be held on 2 December 2013. The New Shares are planned to be admitted to public trading and entered into the book-entry system on 9 December 2013.
-
This document is an unofficial translation from the Finnish original. In the event of any discrepancies between the Finnish and English versions, the Finnish version shall prevail.
Decisions taken by the Extraordinary General Meeting of KONE Corporation
KONE Corporation’s Extraordinary General Meeting was held in Helsinki on December 2, 2013. As proposed by the Board of Directors, the meeting approved extra dividends for the financial year 2012 of EUR 1.295 for each of the 38,104,356 class A shares and EUR 1.30 for the 223,128,073 outstanding class B shares. The date of record for the dividend distribution is December 5, 2013, and the dividends will be payable on December 13, 2013.
In addition, the Extraordinary General Meeting approved the Board of Directors’ proposal to increase the number of shares in the company by issuing new shares to the shareholders without payment in proportion to their holdings so that one class A share will be given for each class A share and one class B share will be given for each class B share. After the share issue, there will be a total of 76, 208,712 class A shares and a total of 446,256,146 class B shares.
The share issue will be implemented in the book-entry system and does not require measures by the shareholders. Shareholders who are registered in the company’s shareholder register on the record date, December 5, 2013, are entitled to the shares. New shares will produce shareholder rights as of the registration of the share issue; however, the new shares will not entitle their holders to the dividend approved by the Extraordinary General Meeting on December 2, 2013.
The new shares are to be admitted to public trading and entered into the book-entry system on December 9, 2013.