KONE Corporation: Notice to convene Extraordinary General Meeting

KONE Corporation, stock exchange release, 12 May, 2026 at 09.00 a.m. EEST

KONE Corporation: Notice to convene Extraordinary General Meeting

Notice is given to the shareholders of KONE Corporation of the Extraordinary General Meeting to be held on Wednesday, 3 June 2026, beginning at 10:00 a.m. at the Congress Wing, Helsinki Expo and Convention Centre, located at Rautatieläisenkatu 3, 00520 Helsinki Finland. The reception of registered meeting participants and the distribution of voting ballots will commence at the meeting venue at 9:00 a.m.

Shareholders have the opportunity to exercise their voting rights also by voting in advance on certain matters on the agenda of the Extraordinary General Meeting. Instructions on advance voting are set out in Section C.4. "Advance voting". In addition, shareholders may register to follow the General Meeting via a webcast. More detailed information about the webcast is available in Section C. 5. "Other instructions and information".

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. Authorising the Board of Directors to resolve upon the issuance of class B shares in connection with KONE Corporation's proposed acquisition of TK Elevator

6.1 Introduction

KONE Corporation ("KONE" or the "Company") announced on 29 April 2026 that KONE and Vertical Topco I S.A. (the "Seller") have entered into a share purchase agreement (the "Share Purchase Agreement"), pursuant to which KONE would acquire the entire issued share capital of Vertical Topco II S.A., which holds all of the assets of TK Elevator Group and is a wholly-owned direct subsidiary of the Seller (the "Transaction"). This industry-revitalizing Transaction brings together two exceptional global businesses with highly complementary geographic footprints and innovation platforms. The combined group would have a balanced global presence, leading service and modernization capabilities, and the resources to accelerate the development of new solutions and digital services. As such it would be in a better position to meet its customers' rising demand for safe, sustainable and data driven urban vertical transportation solutions. Reference is made to the public announcement on the Transaction on 29 April 2026 for further information about the rationale, details, and terms of the Transaction.

Pursuant to the Share Purchase Agreement, the consideration to be paid by KONE to the Seller upon completion of the Transaction would consist of a combination of EUR 5 billion in cash (the "Cash Consideration") and a maximum share consideration of 270 million newly issued KONE class B shares (the "Share Consideration") as further described in the Transaction announcement of 29 April 2026. Both the Cash Consideration and the Share Consideration are subject to adjustments and will be finally determined in connection with completion of the Transaction, which is currently expected to take place at the earliest during the second quarter of 2027. Completion of the Transaction is subject to all conditions to completion under the Share Purchase Agreement, including approval of this resolution on the proposed share issue authorisation and the resolutions proposed in agenda items 7 and 8 of this notice, and on the regulatory conditions to completion of the Transaction having been satisfied or waived. 

The Board of Directors of KONE has unanimously concluded that the Transaction is in the best interests of KONE and all of its shareholders, and recommends that the General Meeting of KONE approve all proposals by the Board of Directors included in this notice.

Shareholders of KONE, holding in aggregate approximately 40.3 per cent of all the outstanding shares and approximately 74.3 per cent of the total votes (excluding treasury shares) in KONE have irrevocably undertaken, subject to certain customary conditions, to vote in favour of the proposals by the Board of Directors to the General Meeting. Such shareholders include all holders of KONE class A shares, and several major holders of KONE class B shares, including certain institutional investors such as Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, and Elo Mutual Pension Insurance. The resolution regarding the proposed share issue authorisation requires support by shareholders holding at least a qualified majority (2/3) of both the votes cast and of all shares represented at the meeting. 

The principal shareholder of KONE, Antti Herlin, would continue to control more than 50 per cent of the voting rights in KONE after the completion of the Transaction.

6.2 Authorising the Board of Directors to resolve upon the directed issuance of shares to the Seller

In order to enable the issuance of the Share Consideration to the Seller, the Board of Directors of KONE proposes that the General Meeting authorises the Board of Directors of KONE to resolve, on one or several occasions, upon the issuance of up to a maximum of 270,000,000 new class B shares in KONE in deviation from the shareholders' pre-emptive rights (directed share issue). 

Assuming issuance of the maximum number of new class B shares under the authorisation, the Seller would, based on the number of shares and votes in KONE at the date of this notice, receive new class B shares corresponding to a maximum of approximately 33.8 per cent of all issued shares and approximately 18.3 per cent of total votes, excluding treasury shares, in KONE following completion of the Transaction.

The authorisation may be used only for the issuance of the Share Consideration to the Seller in connection with the conveyance of all the shares in Vertical Topco II S.A. to KONE against the Share Consideration and the Cash Consideration, pursuant to the terms of the Share Purchase Agreement. The Board of Directors shall be authorised to decide on all other terms relating to the issuance of new class B shares in KONE pursuant to this authorisation, including the issuance of class B shares against consideration in kind or set-off.

The authorisation is proposed to remain valid until 3 June 2031 and, if granted, this authorisation will not revoke the authorisation to resolve upon a share issue granted to the Board of Directors by the Annual General Meeting held on 5 March 2026.

7. Resolution on the number of members of the Board of Directors

Pursuant to the resolution made by the Annual General Meeting held on 5 March 2026, the number of the members of the Board of Directors is currently eight (8). 

The Board of Directors of KONE proposes to the General Meeting, subject to the approval by the General Meeting of the matters under agenda item 6 above, that the number of members of the Board of Directors of KONE be increased to ten (10).

The proposed resolution on the number of members of the Board of Directors of the Company is conditional upon the completion of the Transaction, i.e., the resolution will enter into force on the date on which completion of the Transaction occurs.

8. Election of members of the Board of Directors

According to the Share Purchase Agreement, the Seller is from the date of completion of the Transaction entitled to appoint two of the members of the Board of Directors of KONE, one of whom would serve as co-vice chair, as further described in the Transaction announcement of 29 April 2026. The Seller's board nomination right reduces to one director upon the ownership of the Seller in KONE, together with certain of its affiliates and direct and indirect shareholders, afforded by the class B shares received as Share Consideration as set out in the Share Purchase Agreement, falling below 15 per cent of the total shares in KONE, and terminates upon the ownership of the Seller in KONE, together with certain of its affiliates and direct and indirect shareholders, as set out in the Share Purchase Agreement, falling below 10 per cent of the total shares in KONE. The principal shareholder of KONE, Antti Herlin, and certain of his associated companies, have irrevocably undertaken to support and vote for the election of the members nominated by the Seller for the duration of the nomination right.

In accordance with the Share Purchase Agreement, and pursuant to a notification by the Seller, the Board of Directors of KONE proposes to the General Meeting, conditionally upon the completion of the Transaction, and subject to the approval by the General Meeting of the proposals by the Board of Directors under agenda items 6 and 7 above, that the following two persons be elected to the Board of Directors until the conclusion of the next annual general meeting so that each candidate shall be considered separately in case of a possible vote:

1. Ranjan Sen (new member); and
2. Bruno Schick (new member).

The new members to be elected to the Board of Directors shall be entitled to the same remuneration and expense reimbursements as the other members of the Board of Directors with the annual compensation being prorated to their term of office.

The current eight (8) members of the Board of Directors elected by the Annual General Meeting on 5 March 2026, Banmali Agrawala, Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Anna Herlin, Antti Herlin, Jussi Herlin, and Timo Ihamuotila will continue in their positions until the conclusion of the next annual general meeting.

Ranjan Sen

Ranjan Sen joined Advent in 2003, and is a Managing Partner of Advent based in Frankfurt. He acts as an advisor in the German-speaking region. Ranjan is a member of Advent's Global Culture and Inclusion Committee. He has advised on 36 investments during his career at Advent.

Prior to joining Advent, Ranjan worked for DB Capital Partners, the private equity arm of Deutsche Bank, where he focused on larger international buyouts with a particular emphasis on German companies. Before that, he spent two years as a Director at UBS Capital, working on mid-market private equity transactions. Earlier in his career, Ranjan spent seven years as a Vice President in the Structured Finance Group of Dresdner Kleinwort Benson, specializing in acquisition financings.

Ranjan has served on the supervisory board of AI Alpine Parent & Cy S.C.A., an affiliate of Advent and parent company of their principal shareholder since August 2023, and is also on the supervisory board of InPost S.A. (Poland) since January 2021. Ranjan has additionally served as a member of the board of directors of Avolta AG since October 2020.

Ranjan studied for two years at the European Business School and graduated with a degree in Business Administration from Richmond University in London. Mr. Ranjan Sen is born 1969 and is a German citizen. 

Bruno Schick

Bruno Schick joined Cinven in 2003 and is one of Cinven's Co-Managing Partners, jointly leading Cinven's strategic direction and long-term development, working closely with his Co-Managing Partner, Cinven's Executive Committee, the Cinven Partner group and the broader Cinven team. Bruno co-chairs Cinven's Executive Committee, which oversees and manages the firm's day-to-day operations alongside the Cinven Operating Committee. Bruno Schick chairs the Cinven Portfolio Review Committee, has oversight of portfolio, value creation and exit activities, and leads the regional investment advisory teams for DACH and Emerging Europe.

He has been involved in numerous investments, including Arcaplanet, Arxada (formerly Lonza Specialty Ingredients), CBR, CeramTec, Envu (previously Bayer Environmental Science Professional), Fressnapf Group, group.one, JOST, Maxeda, Master Builders Solutions, SLV, STADA, think-cell, TK Elevator and Viridium. Prior to this, he was CEO of Surplex AG, an innovative provider of asset recovery, which he co-founded in 1999. Specifically, in relation to the TK Elevator group of companies, Bruno is a director on the boards of Vertical Topco S.à r.l. and TK Elevator GmbH. Previously, Bruno worked at Goldman Sachs in Frankfurt.

Bruno Schick has an MA in Management from ESCP-EAP European School of Management. Mr. Bruno Schick is born 1971 and is a German citizen.

Ranjan Sen and Bruno Schick are independent of the Company, but are not expected to be independent of the Company's significant shareholder, as they respectively act as Managing Partner at Advent and Co-Managing Partner at Cinven, where funds managed by Advent and Cinven, respectively, in aggregate own a controlling stake in the Seller, whose subsequent shareholding in KONE is expected to exceed 30 per cent upon delivery of the Share Consideration in connection with completion of the Transaction.

Both proposed individuals have consented to their election as board members.

The resolution on the election of the two new members of the Board of Directors of the Company is conditional upon the completion of the Transaction, i.e., the resolution will enter into force on the date on which completion of the Transaction occurs.

9. Closing of the meeting

B. Documents of the General Meeting

This notice, including the aforementioned proposals on the agenda of the General Meeting, is available on KONE's website at www.kone.com/en/investors/extraordinary-general-meetings/. Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, are available on view on the above-mentioned website. The above-mentioned documents will also be available at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website by 17 June 2026 at the latest.

C. Instructions for the participants in the General Meeting

1. Shareholders recorded in the shareholders' register

Each shareholder, who is registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, which is 22 May 2026, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account (including Finnish equity savings account), is registered in the shareholders' register of the Company. Any changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

Registration for the General Meeting commences on 12 May 2026. A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than by 29 May 2026 at 10:00 a.m. (EEST), by which time the notice must be received. Such notice can be given:

1. via KONE's website at www.kone.com/en/investors/extraordinary-general-meetings/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with Finnish, Swedish or Danish online banking credentials or mobile ID.
2. by e-mail to Innovatics Oy using the address: egm@innovatics.fi. Shareholders registering by e-mail shall include in the e-mail the registration form available on the Company's website at www.kone.com/en/investors/extraordinary-general-meetings/ or equivalent information.
3. by mail to Innovatics Oy to the address Innovatics Oy, EGM / KONE Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. Shareholders registering by mail shall include in the letter the registration form available on the Company's website www.kone.com/en/investors/extraordinary-general-meetings/ or equivalent information.

In connection with the registration, a shareholder shall provide the information requested such as their name, date of birth or business identification number, address, telephone number and email address as well as the name of any assistant or proxy representative, the date of birth of a proxy representative as well as the telephone number and e-mail address of the proxy representative. The personal information is used only in connection with the General Meeting and with the processing of related necessary registrations.

Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m. (EEST).

The shareholder, their authorized representative or proxy representative shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.

2. 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 they on the record date of the General Meeting, i.e. 22 May 2026, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register of the Company held by Euroclear Finland Oy at the latest by 29 May 2026 at 10:00 a.m. (EEST). This is considered due registration for holders of nominee registered shares wanting to participate in the General Meeting. Any changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request well in advance necessary instructions regarding the registration in the temporary shareholder's register of the Company, the issuing of proxy documents and voting instructions as well as the registration for the General Meeting and advance voting from their custodian bank. The account manager of the custodian bank must register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the Company, and, if necessary, see to the advance voting on behalf of the holder of the nominee registered shares at the latest by 29 May 2026 by 10:00 a.m. (EEST).

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their shareholder rights at the meeting by way of proxy representation. A proxy representative must personally identify him or herself in the electronic registration using strong identification, after which they can register for the General Meeting on behalf of the shareholder they represent. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. A proxy template is available on the Company's website at www.kone.com/en/investors/extraordinary-general-meetings/. If 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 are requested to be submitted preferably as an attachment with the electronic registration at KONE's website at www.kone.com/en/investors/extraordinary-general-meetings/ or alternatively by mail to Innovatics Oy, EGM / KONE Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi well in advance so that they arrive no later than by 29 May 2026 at 10:00 a.m. (EEST). In addition to submitting the proxy documents, the shareholder or their proxy representative shall register for the General Meeting in the manner described above in this notice. The original proxy documents must be presented to the Company upon request.

Shareholders can also use Suomi.fi e-Authorization service instead of a traditional power of attorney. To do so the shareholder must authorize its representative in Suomi.fi e-Authorization at the address: https://www.suomi.fi/e-authorizations by using the mandate "Representation at the General Meeting". In connection with the electronic registration to the meeting, the authorized person must identify themself in the registration system through strong electronic identification after which the e-Authorization is automatically verified.

4. Advance voting

Each shareholder whose shares in KONE are registered on their personal Finnish book-entry account (including equity savings account) may vote in advance on certain matters on the agenda of the General Meeting. Advance voting commences on 12 May 2026 and ends on 29 May 2026 at 10:00 a.m. (EEST).

Advance voting can take place:

1. on KONE's website at www.kone.com/en/investors/extraordinary-general-meetings/. Voting in advance requires strong identification of the shareholder or their legal representative or proxy with online banking credentials or mobile certificate.
2. by emailing the advance voting form available on the KONE's website or equivalent information to: egm@innovatics.fi. 
3. by regular mail by sending the advance voting form available on KONE's website to: Innovatics Oy, EGM / KONE Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. 

The advance votes must have been received by Innovatics Oy by the end of the advance voting period. The submission of votes by email or by regular mail before the end of the registration and advance voting period is regarded as registration for the General Meeting, provided that it contains the above information required for the registration.

On the part of nominee-registered shareholders, the advance voting takes place through the account management organisation of their custodian bank. The account management organisation may vote in advance on behalf of the nominee-registered shareholders represented by it in accordance with the provided voting instructions within the registration period.

The agenda items subject to advance voting are deemed to be presented unchanged at the Extraordinary General Meeting. 

5. Other instructions and information

At the General Meeting, the primary language used will be Finnish, with some parts in English.

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.

The shareholder and their possible authorized representative, legal representative, or assistant must be able to prove their identity and/or right of representation at the General Meeting.

On the date of this notice, the total number of shares in KONE Corporation is 529,395,860 shares constituted of 76,208,712 class A shares and 453,187,148 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. On the date of this notice, the Company holds 11,112,228 treasury class B shares. Pursuant to the Finnish Companies Act, treasury shares or shares held by a subsidiary do not entitle to participation in the General Meeting.

Each shareholder, who is registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, which is 22 May 2026, has a possibility to register to follow the General Meeting via a webcast. Instructions on how to register as a follower for the webcast and how to follow the webcast are available on the Company's website at www.kone.com/en/investors/extraordinary-general-meetings/. The shareholders following the webcast may present written questions or comments during the General Meeting through a chat functionality provided on the webcast platform. Following the webcast or presenting written questions or comments is not considered participation in the General Meeting or using shareholders' right to request information or speak at the meeting in accordance with the Finnish Companies Act. Written questions presented in the chat are not questions referred to in the Finnish Companies Act. The written questions and comments presented in the chat will be brought to the audience of the General Meeting and answered in the General Meeting if the Chairperson of the meeting considers it appropriate.

The participants of the General Meeting are kindly notified that coffee will be served after the meeting.

In Helsinki, 12 May 2026

KONE Corporation
THE BOARD OF DIRECTORS

About KONE

At KONE, our purpose is to shape the future of cities. As a global leader in the elevator and escalator industry, we move two billion people every day, making their journeys safe, convenient, and reliable with smart and sustainable People Flow®. In 2025, KONE had annual sales of EUR 11.2 billion, and at the end of the year over 60,000 employees in close to 70 countries. KONE class B shares are listed on the Nasdaq Helsinki Ltd. in Finland.

www.kone.com