§ 1 Business Name and Domicile
The business name of the company is KONE Oyj in Finnish and KONE Corporation in English. The company' s domicile is Helsinki.
§ 2 Business Area
The company's business area is the metal industry, primarily the mechanical engineering and electro-technical industry, trade in products of the metal industry, and related industrial, consulting and other business operations. The company may also develop, provide, and sell digital services and software relating to its business. In addition, the company can carry on the buying, selling, ownership and management of property and securities.
§ 3 Shares
The shares of the company are divided into class A and class B shares.
In a rights issue, either shares of both classes or only of class B may be issued, as decided by the General Meeting.
In a share issue against payment in which shares of both share classes are issued, the shares must be issued in proportion to both share classes and by offering to shareholders shares in both share classes in the same proportion as their previous holdings of these classes of shares.
Dividend on class B shares
When distributing dividends, the dividend paid on class B shares must be greater than that paid on class A shares. The difference between the dividends paid on the different share classes may be a minimum of one (1) per cent and a maximum two and a half (2.5) per cent, calculated on the amount obtained by dividing the share capital entered in the Trade Register by the number of shares entered in the Trade Register.
Right to vote pertaining to shares
At a General Meeting, each class A share entitles its holder to one vote and each full set of ten class B shares entitles its holder to one vote, though each shareholder shall nevertheless have a minimum of one vote.
Conversion of class A shares to class B shares
Upon an offer by the Board of Directors, holders of class A shares shall have the right to present a claim that class A shares in their ownership be converted to class B shares at a ratio of 1:1. The offer by the Board of Directors shall be communicated to the holders of class A shares by a letter sent to their addresses entered in the company's shareholder register. Any claim regarding a conversion shall be made in writing to the company's Board of Directors. The claim shall specify the shares which the holder wishes to be converted. After the period of the offer has expired, the Board of Directors shall, without delay, carry out the conversions based on the claims presented. Thereafter, a notification of the conversion shall be made without delay to the Trade Register for registration. The conversion will take effect when the registration has been completed.
The company's shares are in the book-entry securities system.
§ 4 Board of Directors
The company's Board of Directors shall comprise a minimum of five (5) and a maximum of ten (10) regular members, and a maximum of three (3) deputy members. The Board of Directors shall elect from among its number a Chairman and a vice chair of the Board. The term of the Board of Directors shall expire at the end of the first Annual General Meeting following its election. The Board of Directors is quorate when more than half of its members are present.
§ 5 Chief Executive Officer
The company shall have a Chief Executive Officer who shall be appointed by the Board of Directors.
§ 6 Right of Representation
The company may be represented by the Chairman of the Board of Directors and the Chief Executive Officer, each alone, and by the members and deputy members of the Board of Directors, two together.
The Board of Directors shall decide on the granting of powers of procuration.
§ 7 Audit
The company shall have a minimum of one (1) and a maximum of three (3) auditors. The auditor must be an authorized public accountant or an authorized public accounting firm, of which the principal auditor must be an authorized public accountant.
The auditors are elected at the annual general meeting for a term that shall end at the conclusion of the annual general meeting following the start of the term of the auditors.
§ 8 Notice of General Meeting
The Notice of General Meeting must be published on the company's website no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, but always at least nine (9) days before the General Meeting record date. If the Board of Directors so decides, the Notice of General Meeting or an announcement of the General Meeting may be published within the same specified period in one or more newspapers.
§ 9 Declaration of Intention to Attend a General Meeting
To be able to participate in a General Meeting, shareholders must declare this intention to the company no later than the date designated by the Board of Directors and stated in the Notice of a General Meeting, which may be no earlier than ten (10) days before the meeting.
§ 10 General Meeting
An annual general meeting must be held each year on a day specified by the Board of Directors, which shall be within three months of the close of the financial period.
At the meeting, the following must be presented:
1) the financial statements, which shall include the consolidated financial statements and the Board of Directors’ report;
2) the auditor's report;
3) the adoption of the financial statements;
4) the disposal of the profit shown on the balance sheet;
5) the discharge from liability of the members and deputy members of the Board of Directors and the Chief Executive Officer;
6) the number of members and deputy members of the Board of Directors and their remuneration;
7) the number of auditors and their remuneration if necessary; and
8) the members and, if necessary, the deputy members of the Board of Directors;
9) one or more auditors if necessary.
The Board of Directors may resolve on organizing a general meeting without a meeting venue whereby the shareholders shall exercise their power of decision in full in real time during the meeting by the use of telecommunication connections and technical means (remote meeting).
§ 11 Financial Period
The company's financial period is the calendar year.
§ 12 Arbitration
Disputes between the company, on the one hand, and the Board of Directors, a member of the Board of Directors, the Chief Executive Officer, an auditor or a shareholder, on the other, regarding the application of the Limited Liability Companies Act or these Articles of Association shall be settled by arbitration in compliance with the provisions of the Limited Liability Companies Act and the Arbitration Act.
(Updated on March 28, 2023)