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The Annual General Meeting of KONE Corporation

The Annual General Meeting of KONE Corporation

Stock Exchange Release Published 20/12/2002

The shareholders of KONE Corporation are hereby summoned to the Annual General Meeting of Shareholders to be held at Siirtomaasali of Hotel Kalastajatorppa (address Kalastajatorpantie 1, Helsinki) on Friday, February 21, 2003 at 11.00 a.m.

The meeting shall decide on:
1. Matters to be decided upon under Article 12 of the Articles of Association.
2. The Board of Directors´ proposal that the Annual General Meeting would authorize the Board of Directors to repurchase the Company´s own shares with assets distributable as profit as follows:
The Company´s own repurchased shares shall be used as compensation in possible acquisitions and in other arrangements as well as to develop the Company´s capital structure.
Altogether no more than 3.173.180 shares may be repurchased, of which no more than 476.304 are class A shares and 2.696.876 are class B shares, taking into consideration the provisions of the Companies Act regarding the maximum amount of own shares that the Company is allowed to possess.
The class A shares shall be purchased in proportion to the existing shareholdings at the price equivalent to the average price of class B shares paid in the Helsinki Stock Exchange at the time of purchase. Any holder who wants to offer his class A shares to the Company must state his intention in writing to the Board of Directors. The Company may deviate from the obligation of purchasing shares in proportion to the shareholding if all the holders of class A shares give their permission.
Class B shares shall be purchased at public trading in the Helsinki Stock Exchange at the market price. The purchase price will be paid to the shareholders according to rules of the Helsinki Stock Exchange and the rules of the Finnish Central Securities Depository Ltd. The shares are not repurchased in proportion to the holdings of the shareholders as they are purchased in public trading.
The maximum amount of the shares to be repurchased shall not exceed 5 % of the share capital nor 5 % of the voting rights attached to the shares of the Company. The repurchase is divided between class A shares and class B shares in proportion to the existing number of shares and voting rights. Therefore, the purchase does not significantly affect the division of shareholdings nor voting rights in the Company. The repurchase of shares decreases the free equity of the Company.
This authorization shall remain in effect for a period of one year from the date of decision of the Annual General Meeting.
3. The Board of Directors propose that the Annual General Meeting authorize the Board of Directors to decide on the distribution of any shares repurchased by the Company as follows:
The authorization is limited to a maximum of 476.304 class A shares and 2.696.876 class B shares repurchased by the Company.
The Board of Directors is authorized to decide to whom and in which order the repurchased shares will be distributed. The Board of Directors may decide on the distribution of repurchased shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the Company´s own shares.
The repurchased shares may be used as compensation in acquisitions and in other arrangements in the manner and to the extent decided by the Board of Directors.
The shares shall be distributed at least at the market price quoted for class B shares in the Helsinki Stock Exchange at the moment of their transfer.
This authorization shall remain in effect for a period of one year from the date of decision of the Annual General Meeting.
3. The Board of Directors propose that the Annual General Meeting authorize the Board of Directors to decide on the distribution of any shares repurchased by the Company as follows:
The authorization is limited to a maximum of 476.304 class A shares and 2.696.876 class B shares repurchased by the Company.
The Board of Directors is authorized to decide to whom and in which order the repurchased shares will be distributed. The Board of Directors may decide on the distribution of repurchased shares otherwise than in proportion to the existing pre-emptive right of shareholders to purchase the Company´s own shares.
The repurchased shares may be used as compensation in acquisitions and in other arrangements in the manner and to the extent decided by the Board of Directors.
The shares shall be distributed at least at the market price quoted for class B shares in the Helsinki Stock Exchange at the moment of their transfer.
This authorization shall remain in effect for a period of one year from the date of decision of the Annual General Meeting.
Information
Copies of documents concerning the financial statements, the Board of Directors´ proposal to repurchase the Company´s own shares and the use of repurchased shares may be inspected by the shareholders one week prior to the Annual General Meeting at the headquarters of the Company at Kartanontie 1, Helsinki.
Right to participate
In order to take part in the Annual General Meeting, shareholders must be registered in the shareholders’ register maintained by the Finnish Central Securities Depository by 11 February, 2003. Shareholders who have placed their shares in trust must temporarily re-register the shares in their own names in order to participate in the meeting. Such re-registration must be made by 11 February, 2003.
A shareholder may attend and vote at the meeting in person or by proxy. However, in accordance with Finnish practice the Company does not send forms of proxy to its shareholders. Shareholders wishing to vote by proxy should submit their own forms of proxy to the Company.
Notifying of participation
A shareholder who wishes to participate in the Annual General Meeting must notify the Company at Kartanontie 1, 00330 HELSINKI not later than 17 February, 2003 before 4:00 p.m. to Mrs. Ulla Silvonen by mail address: KONE Corporation, Kartanontie 1, 00330 Helsinki, by telefax + 358 20 475 4309, by e-mail ulla.silvonen@kone.com or by telephone +358 20 475 4332. Shareholders are also requested to notify the Company of any proxies for the Annual General Meeting so that they are in Company´s possession by 17 February, 2003.
Helsinki, December 20, 2002
The Board of Directors
Sender:
KONE Corporation
Tapio Hakakari
Secretary to the Board of Directors
Outi-Maria Liedes
Senior Vice President
Corporate Communications & IR
www.kone.com