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The shareholders of KONE Corporation are hereby invited to the Extraordinary General Meeting of the Company to be held at the Ball Room of Hotel Kalastajatorppa (address Kalastajatorpantie 1), Helsinki, on Friday, 14 June 2002 at 11.00 a.m.
The Extraordinary General Meeting will handle the Board proposal concerning a directed share issue against contribution in kind.
The Board proposes that the Extraordinary General Meeting decide on the increase of the Company’s share capital according to the following terms:
The Company’s share capital shall be increased from 60,463,620 euro to 63,463,620 euro by a new issue of shares of 105,990,000 euro by offering for subscription 1,000,000 class B-shares having a nominal value of 3 euro each. The shares offered for subscription correspond to 3,000,000 class B-shares with nominal value of 1 euro each when the decision to split the shares (1:3) made on 24 May 2002 has come into effect.
Deviating from the shareholders’ pre-emptive subscription rights under Chapter 4 Section 2 of the Companies Act, the new shares shall be offered for subscription to the State of Finland with the right and obligation of the State to transfer 6,927,451 Partek Corporation shares as contribution in kind.
The shares to be transferred to the Company as contribution in kind will be entered in the balance sheet at the value of 105,990,000 euro equalling a subscription price per share of 35.33 euro after the above mention split (105.99 euro before split).
The reason for the deviation from the shareholders’ pre-emptive subscription rights to new shares in favour of the State is i.a. that payment of the subscription price for the new shares is one of the prerequisites for the major acquisition.
The subscription period shall commence on 14 June 2002 and end on 21 June 2002.
The State of Finland does not hold any shares in KONE Corporation. Following the new issue the State’s holding of shares in KONE Corporation will correspond to 4.7 per cent of the shares and 1.9 per cent of votes in KONE Corporation.
The new shares entitle their holders to dividends as of the financial period beginning 1 January 2002. The subscriber has the right to exercise the other rights of a shareholder in the Company, once the increase in the share capital has been registered with the Trade Registry and the subscriber has been entered in the Company’s shareholder register.
Availability of the Documents
The proposal of the Board of Directors together with its enclosures is available at the Headquarters of the Company, address Kartanontie 1, 00330 Helsinki, for inspection by the shareholders for a period of one week before the meeting.
Right to participate
The right to participate in the Extraordinary General Meeting belongs to a Shareholder who on Tuesday, 4 June 2002 at the latest has been entered into the Register of Shareholders kept by the Finnish Central Securities Depository Ltd. or who in accordance with Chapter 3 a, Section 4, subsection 2 of the Companies Act is entitled to participate in the Meeting of Shareholders.
Shareholders wishing to participate in the Extraordinary General Meeting are to notify the Headquarters of the Company, address Kartanontie 1, 00330 Helsinki, Finland by mail, by telefax (+358 204 75 4309), by e-mail to firstname.lastname@example.org or by telephone (+358 204 75 4215/Kirsti Merimäki) no later than Monday, 10 June 2002 before 4 p.m. Any proxies should be submitted to the Company in connection with such notification.
Helsinki, 22 May 2002
Board of Directors of KONE Corporation