KONE Corporation, stock exchange release, October 28, 2013 at 2.00 p.m. EET
Notice is given to the shareholders of KONE Corporation to the Extraordinary General Meeting to be held on Monday 2 December 2013 at 2.00 p.m. at Hilton Helsinki Kalastajatorppa, Kalastajatorpantie 1, Helsinki. Registration to the meeting will commence at 1.00 p.m.
A. Matters on the agenda of the Extraordinary General Meeting
At the Extraordinary 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. Resolution on the payment of extra dividend
The Board of Directors proposes that for the financial year 2012 an extra dividend of EUR 1.295 be paid for each class A share and an extra dividend of EUR 1.30 be paid for each class B share. The record date for dividend distribution is December 5, 2013 and the dividend will paid December 13, 2013.
7. Share split, i.e. increasing the number of shares through a share issue without payment
The Board of Directors proposes that the number of shares in the company be increased by issuing new shares to the shareholders without payment in proportion to their holdings so that one (1) class A share will be given for each class A share and one (1) class B share will be given for each class B share. Based on the number of the shares on the date of this notice, a total of 38,104,356 new class A shares and 223,068,735 new class B shares will be issued, so that after the share issue, there will be a total of 76,208,712 class A shares and a total of 446,137,470 class B shares.
The share issue will be implemented in the book-entry system and does not require measures by the shareholders. The shareholders who are registered in the company's shareholder register on the record date, 5 December 2013, are entitled to shares. New shares will produce shareholder rights as of the registration of the share issue, however, the new shares will not entitle their holders to the dividends to be decided in the Extraordinary Meeting of the shareholders to be held on 2 December 2013. The New Shares are planned to be admitted to public trading and entered into the book-entry system on 9 December 2013.
8. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The above-mentioned proposals of the Board of Directors on the agenda of the General Meeting, this notice, the financial statements 2012 of KONE Corporation including the report of the Board of Directors and the Auditor's report and the other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, are available on KONE Corporation's website at www.kone.com/corporate/en/Investors/AGM. The proposals of the Board of Directors and the other above-mentioned documents will also be available at the Extraordinary General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from December 16, 2013.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on the record date of the General Meeting November 20, 2013 in the shareholders' register of the Company held by Euroclear Finland Ltd, 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 wishes to participate in the General Meeting,
shall register to the company for the meeting no later than on
November 27, 2013 at 3.00 p.m. by giving a prior notice of
participation. Such notice can be given:
on the Company'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,
c) by telefax: +358 20 475 4523
d) by telephone +358 20 475 4326
In connection with the registration, a shareholder shall notify his/her name, personal/business identification number, address, telephone number and the name of a possible assistant or proxy representative and 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/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/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 at 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. Possible 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/she on the record date of the General Meeting, i.e .November 20, 2013, would be 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 temporary registered into the shareholders' register held by Euroclear Finland Ltd by November 27, 2013 at 10.00 am, at the latest. As regards the nominee registered shares, this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in order to be temporarily entered into the 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 must register a holder of nominee registered shares, who wishes to participate in the General Meeting, into the temporary shareholders' register of the company at the latest by 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 October 28, 2013 the total number of shares in KONE Corporation is 261,173,091 shares constituted of 38,104,356 class A shares and 223,068,735 class B shares. Based on 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.
In Helsinki October 28, 2013
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. The company has been committed to understanding the needs of its customers for the past century, providing industry-leading elevators, escalators and automatic building doors as well as innovative solutions for modernization and maintenance. The company's objective is to offer the best People Flow(TM) experience by developing and delivering solutions that enable people to move smoothly, safely, comfortably and without waiting in buildings in an increasingly urbanizing environment. In 2012, KONE had annual net sales of EUR 6.3 billion and approximately 40,000 employees. KONE class B shares are listed on the NASDAQ OMX Helsinki Ltd in Finland.