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  • 2012-03-05 KONE Oyj : Decisions taken by KONE Corporation's Annual General Meeting and Board of Directors (2)
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KONE Oyj : Decisions taken by KONE Corporation's Annual General Meeting and Board of Directors

Stock Exchange Release Published 05/03/2012

Stock exchange release, March 5, 2012, at 1.20 p.m. EET

Matters relating to the Annual General Meeting
KONE Corporation's Annual General Meeting was held in Helsinki on March 5, 2012. The meeting approved the financial statements and discharged the responsible parties from liability for the financial period January 1-December 31, 2011.

The General Meeting approved dividends of EUR 1.395 for each of the 38,104,356 class A shares and EUR 1.40 for the 216,635,414 outstanding class B shares. The date of record for dividend distribution is March 8, 2012, and dividends will be payable on March 15, 2012.

The number of Members of the Board of Directors was confirmed as nine. Re-elected as Members of the Board were Matti Alahuhta, Anne Brunila, Reino Hanhinen, Antti Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala and Sirpa Pietikäinen and as new Members of the Board were elected Shinichiro Akiba and Jussi Herlin.

The General Meeting confirmed an annual compensation of EUR 54,000 for the Chairman of the Board, EUR 44,000 for the Vice Chairman and EUR 33,000 for Board Members. In addition, a compensation of EUR 500 was approved for attendance at Board and Committee meetings.

Authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila were nominated as auditors.

Authorization to repurchase own shares
The General Meeting approved the authorization for the Board of Directors to repurchase KONE's own shares. Altogether no more than 25,570,000 shares may be repurchased, of which no more than 3,810,000 may be class A shares and 21,760,000 class B shares. The authorization shall remain in effect for a period of one year from the date of decision of the General Meeting.

Amending the Articles of Association
The General Meeting approved to amend paragraphs 4 and 8 of the Articles of Association as follows: 

§ 4 Board of Directors
The Board of Directors of the company shall include a minimum of five (5) and a maximum of ten (10) regular members, as well as a maximum of three (3) deputy members. The Board of Directors shall elect the Chair of the Board and the Deputy Chair from amongst its members. The term of office of the Board of Directors shall expire at the end of the first Annual General Meeting of Shareholders following the election. The Board of Directors is deemed to constitute a quorum when more than a half of its members are present.

§ 8 Summons to a General Meeting
The summons to a General Meeting of Shareholders must be published on the website of the company no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting of Shareholders, but in any case at the latest nine (9) days prior to the record date of the General Meeting of Shareholders. The Board of Directors may decide to publish the summon or the notice of the General Meeting during the same time limit in one or several newspapers.

Decisions by the Board of Directors
At its meeting held after the General Meeting, the Board of Directors elected from among its members Antti Herlin as its Chair and Sirkka Hämäläinen-Lindfors as Vice Chair.

Antti Herlin was elected as Chairman and Sirkka Hämäläinen-Lindfors, Anne Brunila and Jussi Herlin as members of the Audit Committee. Sirkka Hämäläinen-Lindfors and Anne Brunila are independent of both the company and of significant shareholders. 

Antti Herlin was elected as Chairman and Reino Hanhinen, Juhani Kaskeala and Jussi Herlin as members of the Nomination and Compensation Committee. Reino Hanhinen and Juhani Kaskeala are independent of both the company and of significant shareholders. 

About KONE
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® 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 2011, KONE had annual net sales of EUR 5.2 billion and on average 35,000 employees. KONE class B shares are listed on the NASDAQ OMX Helsinki Ltd in Finland.

www.kone.com

For further information, please contact:
Jukka Ala-Mello, Secretary to the Board, tel. +358 204 75 4226

Sender:

KONE Corporation

Jukka Ala-Mello
Secretary to the Board

Anne Korkiakoski
Executive Vice President
Marketing and Communications

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