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ANNUAL GENERAL MEETING 2010
The Annual General Meeting of KONE was held March 1, 2010.
2010
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Notice is given to the shareholders of KONE Corporation to the Annual General Meeting to be held on Monday March 1, 2010 at 11.00 a.m. at Finlandia Hall, Mannerheimintie 13, Helsinki. The reception of persons who have registered for the meeting 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 2009
Review by the CEO & President
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that for the financial year 2009 a dividend of EUR 1.295 be paid for each class A share and a dividend of EUR 1.30 be paid for each class B share. Half of the proposed dividend is extra dividend due to the centennial year 2010 of KONE. The date of record for dividend distribution is proposed to be March 4, 2010 and the dividend be paid March 11, 2010.
Further the Board of Directors proposes to the General Meeting that Board is authorized to grant during year 2010 no more than EUR 3,500,000 to support activities of universities and colleges and that 100,000 treasury class B shares of KONE Corporation is distributed without compensation to the KONE Corporation Centennial Foundation to be established and that Board is authorized to grant later no more than EUR 100,000 to the KONE Corporation Centennial Foundation.
9. Resolution on the discharge of the members and deputy member of the Board of Directors and the CEO & President from liability
10. Resolution on the remuneration of the members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members’ and deputy 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 members 15,000 per year, as well as an EUR 500 fee per meeting for each member for Board and Committee meetings.
11. Resolution on the number of members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members and one (1) deputy member be elected
12. Election of members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Matti Alahuhta, Anne Brunila, Reino Hanhinen, Antti Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala, Shunichi Kimura and Sirpa Pietikäinen be re-elected to the Board and that Jussi Herlin is re-elected as a deputy member to the Board.
13. Resolution on the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors be reimbursed according to their invoice.
14. Resolution on the number of the auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors be 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. Establishment of the KONE Corporation Centennial Foundation and distribution of the treasury shares
The Board of Directors proposes to the General Meeting establishment of the KONE Corporation Centennial Foundation. The purpose of the foundation would be to advance and support developmental, educational and cultural activities for children and youth around the world. The Board of Directors proposes that to the original capital of the foundation is distributed without compensation 100,000 treasury class B shares of KONE Corporation as proposed in the clause 8 in the agenda.
17. 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 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 paid 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 authorization remain in effect for a period of one year following the date of decision of the General Meeting.
18. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows:
The amount of shares to be issued based on this authorization shall not exceed 3,810,000 class A shares and 21,760,000 class B shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The Board of Directors proposes that the authorization remain in effect for a period of five years following the date of decision of the General Meeting.
19. 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 on KONE Corporation’s website at www.kone.com/corporate/en/Investors/AGM. 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.
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 February 17, 2010 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 wants to participate in the General Meeting, shall register to the company for the meeting no later than on February 24, 2010 at 4.00 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
by regular mail to: KONE Corporation, Share Register, P.O. Box 7, FI-02151 Espoo, Finland
by telefax: +358 20 475 4523
by telephone + 358 20 475 4336In connection with the registration, a shareholder shall notify his/her name, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. 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.
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 is advised to request without delay necessary instructions regarding the registration in 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 will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders’ register of the company at the latest on February 24, 2010 at 10.00 a.m.
4. Other instructions and information
On the date of this notice January 26, 2010, the total number of shares in KONE Corporation is 258,426,870 shares constituted of 38,104,356 class A shares and 220,322,514 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.
The participants of the General Meeting are kindly invited to the coffee reception after the meeting.
In Helsinki January 26, 2010
KONE Corporation
The Board of Directors -
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 2009
Review by the CEO & President
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that for the financial year 2009 a dividend of EUR 1.295 be paid for each class A share and a dividend of EUR 1.30 be paid for each class B share. Half of the proposed dividend is extra dividend due to the centennial year 2010 of KONE. The date of record for dividend distribution is proposed to be March 4, 2010 and the dividend be paid March 11, 2010.
Further the Board of Directors proposes to the General Meeting that Board is authorized to grant during year 2010 no more than EUR 3,500,000 to support activities of universities and colleges and that 100,000 treasury class B shares of KONE Corporation is distributed without compensation to the KONE Corporation Centennial Foundation to be established and that Board is authorized to grant later no more than EUR 100,000 to the KONE Corporation Centennial Foundation.
9. Resolution on the discharge of the members and deputy member of the Board of Directors and the CEO & President from liability
10. Resolution on the remuneration of the members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members’ and deputy 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 members 15,000 per year, as well as an EUR 500 fee per meeting for each member for Board and Committee meetings.
11. Resolution on the number of members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members and one (1) deputy member be elected
12. Election of members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Matti Alahuhta, Anne Brunila, Reino Hanhinen, Antti Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala, Shunichi Kimura and Sirpa Pietikäinen be re-elected to the Board and that Jussi Herlin is re-elected as a deputy member to the Board.
13. Resolution on the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors be reimbursed according to their invoice.
14. Resolution on the number of the auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors be 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. Establishment of the KONE Corporation Centennial Foundation and distribution of the treasury shares
The Board of Directors proposes to the General Meeting establishment of the KONE Corporation Centennial Foundation. The purpose of the foundation would be to advance and support developmental, educational and cultural activities for children and youth around the world. The Board of Directors proposes that to the original capital of the foundation is distributed without compensation 100,000 treasury class B shares of KONE Corporation as proposed in the clause 8 in the agenda.
17. 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 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 paid 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 authorization remain in effect for a period of one year following the date of decision of the General Meeting.
18. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows:
The amount of shares to be issued based on this authorization shall not exceed 3,810,000 class A shares and 21,760,000 class B shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The Board of Directors proposes that the authorization remain in effect for a period of five years following the date of decision of the General Meeting.
19. 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 March 1, 2010.
Board of Directors:
Proposal on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that for the financial year 2009 a dividend of EUR 1.295 be paid for each class A share and a dividend of EUR 1.30 be paid for each class B share. Half of the proposed dividend is extra dividend due to the centennial year 2010 of KONE. The date of record for dividend distribution is proposed to be March 4, 2010 and the dividend be paid March 11, 2010.
Further the Board of Directors proposes to the General Meeting that Board is authorized to grant during year 2010 no more than EUR 3,500,000 to support activities of universities and colleges and that 100,000 treasury class B shares of KONE Corporation is distributed without compensation to the KONE Corporation Centennial Foundation to be established and that Board is authorized to grant later no more than EUR 100,000 to the KONE Corporation Centennial Foundation.
Proposal for the establishment of the KONE Corporation Centennial Foundation
The Board of Directors proposes to the General Meeting establishment of the KONE Corporation Centennial Foundation. The purpose of the foundation would be to advance and support developmental, educational and cultural activities for children and youth around the world. Board proposes that to the original capital of the foundation is distributed without compensation 100,000 treasury class B shares of KONE Corporation as stated in the resolution of the Board on the use of the profit shown on the balance sheet. The Board of Directors proposes that General Meeting accepts the establish document and bylaws as stated in appendices 1 and 2 and that Board of Directors is authorized to make technical kind of amendments and corrections to the bylaws if they are required by the fund register.
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 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 paid 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 authorization remain in effect for a period of one year following the date of decision of the General Meeting.
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act as follows:
The amount of shares to be issued based on this authorization shall not exceed 3,810,000 class A shares and 21,760,000 class B shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The Board of Directors proposes that the authorization remain in effect for a period of five years following the date of decision of the General Meeting.
Nomination and Compensation Committee:
Proposal for the remuneration of the members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the board members’ and deputy 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 members 15,000 per year, as well as an EUR 500 fee per meeting for each member for Board and Committee meetings.
Proposal for the number of members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that eight (8) board members and one (1) deputy member be elected
Proposal for members and deputy members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that Matti Alahuhta, Anne Brunila, Reino Hanhinen, Antti Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala, Shunichi Kimura and Sirpa Pietikäinen be re-elected to the Board and that Jussi Herlin is re-elected as a deputy member to the Board.
Audit Committee:
Proposal for the remuneration of the auditors
The Audit Committee of the Board of Directors proposes that the Auditors be reimbursed according to their invoice.
Proposal for the number of the auditors
The Audit Committee of the Board of Directors proposes that two (2) Auditors be elected.
Proposal for 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.
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This document is an unofficial translation from the Finnish original. In the event of any discrepancies between the Finnish and English versions, the Finnish version shall prevail.
Matters relating to the Annual General Meeting
KONE Corporation’s Annual General Meeting was held in Helsinki on March 1, 2010. The meeting approved the financial statements and discharged the responsible parties from liability for the financial period January 1–December 31, 2009.
The General Meeting approved dividends of EUR 1.295 for each of the 38,104,356 class A shares and EUR 1.30 for the 215,633,008 outstanding class B shares. The date of record for dividend distribution is March 4, 2010, and dividends will be payable on March 11, 2010. Further the General Meeting decided to authorize the Board of Directors to grant during year 2010 no more than EUR 3,500,000 to support activities of universities and colleges, and that 100,000 treasury class B shares of KONE Corporation is distributed without compensation to the KONE Corporation Centennial Foundation to be established, and that Board is authorized to grant later no more than EUR 100,000 to the KONE Corporation Centennial Foundation.
The number of Members of the Board of Directors was confirmed as eight and it was decided to elect one deputy Member. Re-elected as Members of the Board were Matti Alahuhta, Anne Brunila, Reino Hanhinen, Antti Herlin, Sirkka Hämäläinen-Lindfors, Juhani Kaskeala, Shunichi Kimura and Sirpa Pietikäinen and as deputy Member Jussi Herlin.
The General Meeting confirmed an annual compensation of EUR 54,000 for the Chairman of the Board, EUR 42,000 for the Vice Chairman, EUR 30,000 for Board Members and EUR 15,000 for the deputy Member. In addition, a compensation of EUR 500 was approved for attendance at Board and Committee meetings.
Authorized public accountants Heikki Lassila and PricewaterhouseCoopers Oy were nominated as auditors.
Authorization to repurchase own shares and to decide on the issuance of shares as well as the issuance of options and other special rights entitling to 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.
Further, the General Meeting authorized the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Finnish Companies Act. The amount of shares to be issued based on this authorization shall not exceed 3,810,000 class A shares and 21,760,000 class B shares. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares, and the issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorization shall remain in effect for a period of five years following the date of decision of the General Meeting.
Establishment of the KONE Corporation Centennial Foundation
The General Meeting decided to establish the KONE Corporation Centennial Foundation. The purpose of the foundation is to advance and support developmental, educational and cultural activities for children and youth around the world.
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 of the Audit Committee. Sirkka Hämäläinen-Lindfors and Anne Brunila were elected as independent Members of the Audit Committee.
Antti Herlin was elected as Chairman of the Nomination and Compensation Committee. Reino Hanhinen and Juhani Kaskeala were elected as independent Members of the Nomination and Compensation Committee.