KONE Corporation, stock exchange release,January 28, 2014 at 2.00 p.m. EET
Notice is given to the shareholders of KONE Corporation of the Annual General
Meeting to be held on Monday 24 February 2014 at 11.00 a.m. in Hall A and B of the Congress Wing at the Finlandia Hall (entrances M1 and K1), 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:
Opening of the meeting
Calling the meeting to order
Election of person to scrutinize the minutes and persons to supervise the counting of votes
Recording the legality of the meeting
Recording the attendance at the meeting and adoption of the list of votes
Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2013
Review by the President and CEO
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 2013 a dividend of EUR 0.9975 is paid for each class A share and a dividend of EUR 1.00 is paid for each class B share. The date of record for dividend distribution is proposed to be February 27, 2014 and the dividend is proposed to be paid on March 6, 2014.
Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
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. According to the proposal, 40 percent of the annual remuneration will be paid in class B shares of KONE Corporation and the rest in cash. Possible travel expenses are proposed to be reimbursed according to the travel policy of the Company.
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 nine (9) board members and one (1) deputy member are elected.
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 Ravi Kant is elected as a new member and that Iiris Herlin is re-elected as a deputy member.
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.
Resolution on the number of auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors are elected.
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.
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 51,140,000 treasury shares with assets from the company's unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 43,520,000 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.
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 10, 2014.
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 12, 2014, 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 19, 2014 at 3.00 p.m. by giving prior notice of
participation. Such notice can be given:
a) on KONE Corporation's website: www.kone.com/corporate/en/Investors/AGM
b) by regular mail to: KONE Corporation, Share Register, P.O. Box 7, FI-02151 Espoo, Finland
c) by telefax +358 20 475 4523
d) 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 12, 2014, 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 19, 2014 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 28 January 2014, the total number of shares in KONE Corporation is 522,741,620 shares constituted of 76,208,712 class A shares and 446,532,908 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 28 January 2014
THE BOARD OF DIRECTORS
For further information, please contact:
Jukka Ala-Mello, Secretary to the Board, tel. +358 204 75 4226
Secretary to the Board
Executive Vice President
Marketing and Communications
KONE is one of the global leaders in the elevator and escalator industry. KONE's objective is to offer the best People Flow® experience by developing and delivering solutions that enable people to move smoothly, safely, comfortably and without waiting in buildings in an increasingly urbanizing environment. KONE provides industry-leading elevators, escalators, automatic building doors and integrated solutions to enhance the People Flow in and between buildings. KONE's services cover the entire lifetime of a building, from the design phase to maintenance, repairs and modernization solutions. In 2013, KONE had annual net sales of EUR 6.9 billion, and at the end of the year over 43,000 employees. KONE class B shares are listed on the NASDAQ OMX Helsinki Ltd in Finland.