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Notice is given to the shareholders of KONE Corporation of the Annual General Meeting to be held on Monday February 26, 2018 at 11.00 a.m. at the Main Auditorium of the Finlandia Hall (entrances M4 and K4), Mannerheimintie 13, Helsinki. The reception of participants will commence at 10.00 a.m.
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. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2017
Review by the President and CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that for the financial year 2017 a dividend of EUR 1.6475 is paid for each class A share and a dividend of EUR 1.65 is paid for each class B share. The date of record for dividend distribution is proposed to be February 28, 2018 and the dividend is proposed to be paid on March 7, 2018.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members’ annual compensation is increased as follows: Chairman of the Board of Directors EUR 55,000 (previously 54,000), Vice Chairman EUR 45,000 (44,000) and board members EUR 40,000 (37,000) per year. According to the proposal, 40 percent of the annual remuneration will be paid in class B shares of KONE Corporation and the rest in cash. Further the Nomination and Compensation Committee proposes that EUR 500 fee per meeting is paid for each member for Board and Committee meetings but anyhow EUR 2,000 fee per those Committee meetings for the members residing outside of Finland. Possible travel expenses are proposed to be reimbursed according to the travel policy of the Company.
11. Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members are elected.
12. Election of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Matti Alahuhta, Anne Brunila, Antti Herlin, Iiris Herlin, Jussi Herlin, Ravi Kant, Juhani Kaskeala and Sirpa Pietikäinen are re-elected to the Board of Directors.
13. Resolution on the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors are reimbursed as per their invoice.
14. Resolution on the number of auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors are elected.
15. Election of auditor
The Audit Committee of the Board of Directors proposes that authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila are elected as Auditors.
16. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 52,440,000 treasury shares with assets from the company’s unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 44,820,000 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 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 paid for the company’s class B shares on the Nasdaq Helsinki on the date of repurchase. Any shareholder 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 Helsinki at the market price as per the time of purchase.
The Board of Directors proposes that the authorization remains in effect for a period of one year following the date of decision of the General Meeting.
17. Closing of the meeting
B. Documents of the General Meeting
The draft resolutions of the Board of Directors and its committees relating to the agenda of the General Meeting, this notice and Company’s annual accounts, the report of the Board of Directors and the Auditor’s report are on view at KONE Corporation’s website at www.kone.com/en/investors/annual-general-meetings/. The draft resolutions of the Board of Directors and its committees and the annual accounts are also on view at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting are available on the above-mentioned website no later than March 12, 2018.
C. Instructions for the participants in the General Meeting
1. Right to participate and registration
Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. on the record date of the General Meeting, which is February 14, 2018, 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 wants to participate in the General Meeting, shall register with the company for the meeting no later than on February 21, 2018 at 3.00 p.m. EET by giving prior notice of participation. Such notice can be given:
a) on KONE Corporation’s website: www.kone.com/en/investors/annual-general-meetings/
b) by regular mail to: KONE Corporation, Share Register, P.O. Box 7, FI-02151 Espoo, Finland
c) by telefax +358 20 475 4523
d) by telephone + 358 20 770 6873.
In connection with the registration, a shareholder shall provide his/her name, personal/business identification number, address, telephone number and the name of any assistant or proxy representative, as well as 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.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his or 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 or 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 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 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 or she on the record date of the General Meeting, i.e. February 14, 2018, is 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 temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by February 21, 2018 by 10.00 a.m. EET. This registration is sufficient for holders of nominee registered shares wanting to participate in the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary 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 has to temporarily register a holder of nominee registered shares, who wants to participate in the General Meeting, into the shareholders’ register of the company no later than 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 25 January 2018, the total number of shares in KONE Corporation is 527,180,407 shares constituted of 76,208,712 class A shares and 450,971,695 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.
The participants of the General Meeting are kindly notified that coffee will be served after the meeting.
In Helsinki, January 25, 2018
KONE Corporation
THE BOARD OF DIRECTORS
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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. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2017
Review by the President and CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that for the financial year 2017 a dividend of EUR 1.6475 is paid for each class A share and a dividend of EUR 1.65 is paid for each class B share. The date of record for dividend distribution is proposed to be February 28, 2018 and the dividend is proposed to be paid on March 7, 2018.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members’ annual compensation is increased as follows: Chairman of the Board of Directors EUR 55,000 (previously 54,000), Vice Chairman EUR 45,000 (44,000) and board members EUR 40,000 (37,000) per year. According to the proposal, 40 percent of the annual remuneration will be paid in class B shares of KONE Corporation and the rest in cash. Further the Nomination and Compensation Committee proposes that EUR 500 fee per meeting is paid for each member for Board and Committee meetings but anyhow EUR 2,000 fee per those Committee meetings for the members residing outside of Finland. Possible travel expenses are proposed to be reimbursed according to the travel policy of the Company.
11. Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members are elected.
12. Election of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Matti Alahuhta, Anne Brunila, Antti Herlin, Iiris Herlin, Jussi Herlin, Ravi Kant, Juhani Kaskeala and Sirpa Pietikäinen are re-elected to the Board of Directors.
13. Resolution on the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors are reimbursed as per their invoice.
14. Resolution on the number of auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors are elected.
15. Election of auditor
The Audit Committee of the Board of Directors proposes that authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila are elected as Auditors.
16. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 52,440,000 treasury shares with assets from the company’s unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 44,820,000 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 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 paid for the company’s class B shares on the Nasdaq Helsinki on the date of repurchase. Any shareholder 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 Helsinki at the market price as per the time of purchase.
The Board of Directors proposes that the authorization remains in effect for a period of one year following the date of decision of the General Meeting.
17. Closing of the meeting
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Proposals of the Board of Directors of KONE Corporation and it´s Committees to the General Meeting February 26, 2018
Board of Directors:
Proposal on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that for the financial year 2017 a dividend of EUR 1.6475 is paid for each class A share and a dividend of EUR 1.65 is paid for each class B share. The date of record for dividend distribution is proposed to be February 28, 2018 and the dividend is proposed to be paid on March 7, 2018.
Proposal for authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 52,440,000 treasury shares with assets from the company’s unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 44,820,000 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 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 paid for the company’s class B shares on the Nasdaq Helsinki on the date of repurchase. Any shareholder 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 Helsinki at the market price as per the time of purchase.
The Board of Directors proposes that the authorization remains in effect for a period of one year following the date of decision of the General Meeting.
Nomination and Compensation Committee:
Proposal for the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members’ annual compensation is increased as follows: Chairman of the Board of Directors EUR 55,000 (previously 54,000), Vice Chairman EUR 45,000 (44,000) and board members EUR 40,000 (37,000) per year. According to the proposal, 40 percent of the annual remuneration will be paid in class B shares of KONE Corporation and the rest in cash. Further the Nomination and Compensation Committee proposes that EUR 500 fee per meeting is paid for each member for Board and Committee meetings but anyhow EUR 2,000 fee per those Committee meetings for the members residing outside of Finland. Possible travel expenses are proposed to be reimbursed according to the travel policy of the Company.
Proposal for the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members are elected.
Proposal for members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Matti Alahuhta, Anne Brunila, Antti Herlin, Iiris Herlin, Jussi Herlin, Ravi Kant, Juhani Kaskeala and Sirpa Pietikäinen are re-elected to the Board of Directors.
Audit Committee:
Proposal for the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors are reimbursed as per their invoice.
Proposal for the number of auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors are elected.
Proposal for election of auditors
The Audit Committee of the Board of Directors proposes that authorized public accountants PricewaterhouseCoopers Oy and Heikki Lassila are elected as Auditors.
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Matters relating to the Annual General Meeting
KONE Corporation's Annual General Meeting was held in Helsinki on February 26, 2018. The meeting approved the financial statements and discharged the responsible parties from liability for the financial period January 1-December 31, 2017.
The General Meeting approved dividends in line with the Board of Director’s proposal of EUR 1.6475 for each of the 76,208,712 class A shares and EUR 1.65 for each of the outstanding 438,568,899 class B shares. The date of record for dividend distribution is February 28, 2018 and dividends will be payable on March 7, 2018.
The number of Members of the Board of Directors was confirmed as eight. Re-elected as Members of the Board were Matti Alahuhta, Anne Brunila, Antti Herlin, Iiris Herlin, Jussi Herlin, Ravi Kant, Juhani Kaskeala and Sirpa Pietikäinen.
The General Meeting confirmed an annual compensation of EUR 55,000 (previously 54,000) for the Chairman of the Board, EUR 45,000 (44,000) for the Vice Chairman and EUR 40,000 (37,000) for Board Members. In addition, a compensation of EUR 500 was approved for attendance at Board and Committee meetings. For Committee members residing outside of Finland, a compensation of EUR 2,000 for attendance at Committee meetings was approved. Of the annual remuneration, 40 percent will be paid in class B shares of KONE Corporation and the rest in cash.
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 52,440,000 shares may be repurchased, of which no more than 7,620,000 may be class A shares and 44,820,000 class B shares. The authorization shall remain in effect for a period of one year from the date of decision of the General Meeting.
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 Chairman and Jussi Herlin as Vice Chairman.
Jussi Herlin was elected as Chairman and Anne Brunila, Antti Herlin and Ravi Kant as members of the Audit Committee. Anne Brunila and Ravi Kant are independent of both the company and of significant shareholders.
Antti Herlin was elected as Chairman and Matti Alahuhta, Jussi Herlin and Juhani Kaskeala as members of the Nomination and Compensation Committee. Matti Alahuhta and Juhani Kaskeala are independent of both the company and of significant shareholders.
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