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1. Matters Relating to the Annual General Meeting
KONE Corporation’s Annual General Meeting was held in Helsinki on 27 February, 2004. The meeting approved the 2003 financial statements and discharged the responsible parties from liability for the financial year.
The Annual General Meeting approved dividends of EUR 1.98 for each of the 9,526,089 class A shares and EUR 2.00 for the 53,104,052 outstanding class B shares. The date of record for dividend distribution is 3 March, 2004, and dividends will be payable on 10 March, 2004. The rest of the distributable equity, EUR 743.6 million, will be retained and carried forward.
The number of members of the Board of Directors was confirmed at seven. Antti Herlin was re-elected as chairman of the Board. Re-elected as full members of the Board were Matti Alahuhta, Jean-Pierre Chauvarie, Iiro Viinanen and Gerhard Wendt. Sirkka Hämäläinen and Masayuki Shimono were elected as new members of the Board.
Authorized public accountants Jukka Ala-Mello and PricewaterhouseCoopers Oy were nominated as auditors with authorized public accountants Niina Raninen and Barbro Löfqvist as deputies.
2. Authorization to Acquire and Distribute Own Shares
The Board of Directors’ proposal that the Annual General Meeting authorize the Board of Directors to repurchase KONE’s own shares with assets distributable as profit was approved. The number of shares to be repurchased shall not exceed 3,173,180 shares (maximums: 476,304 class A shares and 2,696,876 class B shares), respecting the provisions of the Companies Act regarding the maximum number of own shares held by the company.
In addition, the Board of Directors’ proposal that the Annual General Meeting authorize the Board of Directors to decide on the distribution of any shares repurchased by the company was approved. The company’s repurchased shares shall be used as compensation in possible acquisitions and other arrangements as well as to develop the company’s capital structure. The Board of Directors is authorized to decide to whom and in which order the repurchased shares will be distributed. The Board of Directors has the right to distribute the repurchased shares in a way that deviates from the existing pre-emptive right of shareholders to purchase the company’s own shares. The shares shall be distributed at no less than the market price quoted for class B shares on the Helsinki Exchanges at the moment of their transfer.
These authorizations shall remain in effect for a period of one year from the date of decision of the Annual General Meeting. Precise information about the authorization to acquire and distribute own shares can be found in the invitation to the Annual General Meeting, which has been published on the KONE website at www.konecorp.com.
3. Confirmation of the Option Program
The Board of Directors’ proposal that the Shareholders’ Meeting would confirm the option program, which will implement the decision by the Extraordinary General Meeting of Shareholders on 17 November, 2000 to issue option rights to the key personnel of KONE Group was approved. The grant of option rights pursuant to the terms and conditions of the option program was connected to the development of KONE Group’s aggregated net income (after taxes) during a three year period (2001 to 2003) shown in the Consolidated Financial Statements.
The Annual General Meeting confirmed that the conditions precedent for the option program have been met because KONE’s aggregated net income according to the Consolidated Financial Statements for 2001-2003 exceeded EUR 470 million. A maximum of 350,000 options rights will be issued in accordance with the program, and they will confer the right to subscribe to a maximum of 540,000 class B shares from 1 April, 2004 and a maximum of 510,000 class B shares from 1 April, 2005. The option program also includes a cash bonus totaling no more than EUR 7.2 million.
Precise information about the option program can be found in the invitation to the Annual General Meeting, which has been published on the KONE website at www.konecorp.com.
Secretary to the Board of Directors
Executive Vice President,
Finance and Information Services
For further information, please contact:
Tapio Hakakari, Secretary to the Board, tel. +358 (0)204 75 4226
KONE Corporation is a global service and engineering company that specializes in moving people and goods. It comprises two divisions: KONE Elevators & Escalators and Kone Cargotec. KONE Elevators & Escalators sells, manufactures, installs, maintains and modernizes elevators and escalators, and services automatic building doors. Kone Cargotec supplies products and services to facilitate moving and loading cargo. KONE's B shares are listed on the Helsinki Exchanges.