Financial Statement Bulletin and Financial Statements
The shareholders of KONE Corporation are hereby summoned to the Annual General Meeting to be held at Finlandia Hall, Mannerheimintie 13, Helsinki, on Monday February 23, 2009 at 11:00 am. Shareholder registration will begin at 10:00 am.
The meeting shall decide on the following matters:
1. Matters pertaining to the Annual General Meeting as stated in Article 10 of KONE’s Articles of Association and in Chapter 5 of the Companies Act:
The company’s Board of Directors proposes that for the financial year 2008 a dividend of EUR 0.645 be paid for each of the class A shares and a dividend of EUR 0.65 be paid for each of the outstanding class B shares and that the date of record for dividend distribution be February 26, 2009 and that the dividend be paid March 5, 2009.
The Board of Directors’ Nomination and Compensation Committee proposes that eight (8) Board Members and one (1) deputy Member be elected, whereby Matti Alahuhta, Anne Brunila, Reino Hanhinen, Antti Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala, Shunichi Kimura and Sirpa Pietikäinen be elected as Board Members and Jussi Herlin as deputy Member, subject to their consent.
In addition, the Nomination and Compensation Committee proposes that the Board Members’ compensation be kept unchanged, whereby compensation would be as follows: Chair of the Board of Directors EUR 54,000, Vice Chair EUR 42,000, Board Members EUR 30,000 and deputy Member 15,000 per year, as well as an EUR 500 fee per meeting for each Member for Board and Committee meetings. The Board of Directors’ Audit Committee proposes that authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila be elected as Auditors.
2. Authorization of the Board of Directors to decide on the repurchase of treasury shares and on the distribution of the repurchased treasury shares
The Board of Directors proposes that the General Meeting authorize the Board of Directors to decide on the repurchase of no more than 25,570,000 treasury shares with assets from the company’s unrestricted equity so that a maximum of 3,810,000 class A shares and a maximum of 21,760,000 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 for the company’s class B shares on the NASDAQ OMX Helsinki on the date of repurchase. Any holder 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 General Meeting authorize the Board of Directors to decide on the distribution of treasury shares in the possession of the company so that the authorization is limited to 3,810,000 class A shares and 21,760,000 class B shares. The Board of Directors is authorized to decide to whom the shares will be given, i.e. distribute shares in a directed manner in deviation from the shareholders’ pre-emptive rights.
The Board of Directors proposes that the authorizations remain in effect for a period of one year following the date of decision of the General Meeting.
Availability of Documents
The Company’s financial statements and the proposals of the Board of Directors are available to the shareholders one week prior to the General Meeting at the company’s main office at Kartanontie 1, Helsinki, and on the company’s web pages at www.kone.com/corporate/en/Investors/AGM2009. Copies of the documents will be sent to the shareholders upon request, and they will also be available at the General Meeting.
Right to participate
In order to participate in the General Meeting, shareholders must be registered in the company’s shareholder register maintained by the Finnish Central Securities Deposit at the latest on February 13, 2009. In order to participate in the General Meeting, holders of nominee-registered shares must contact their account operator in order for the shareholder to be temporarily registered in the shareholder register at the latest on February 13, 2009.
Declaration of Intention to Attend
A shareholder who wishes to attend the General Meeting must declare his or her intention to attend to the company no later than 4:00 pm on February 18, 2009. The declaration can be made:
- via KONE’s web pages at www.kone.com/corporate/en/Investors/AGM2009,
- by letter to KONE Corporation, Share Register, PL 7, 02151 Espoo, Finland,
- by telefax to +358 20 475 4523, or
- by phone to +358 20 475 4336.
Shareholders are requested to notify the company of any proxies for the General Meeting so that the proxies are in the company’s possession by the end of the registration period on February 18, 2009.
Helsinki, January 23, 2009
Board of Directors
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 its customers with industry-leading elevators, escalators and innovative solutions for modernization and maintenance, and is one of the global leaders in its industry. In 2008, KONE had annual net sales of EUR 4.6 billion and over 34,800 employees. KONE class B shares are listed on the NASDAQ OMX Helsinki Ltd in Finland.
For further information, please contact:
Jukka Ala-Mello, Secretary to the Board, tel. +358 (0)204 75 4226
Secretary to the Board
Executive Vice President
Marketing & Communications