KONE Corporation: Notice to the Annual General Meeting

(Thomson Reuters ONE) - KONE Corporation, stock exchange release, January 26, 2010 at 1.30 p.m. EETNotice is given to the shareholders of KONE Corporation to the Annual GeneralMeeting 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 forthe meeting will commence at 10.00 a.m.A. Matters on the agenda of the General MeetingAt the General Meeting, the following matters will be considered:1.   Opening of the meeting2.   Calling the meeting to order3.   Election of person to scrutinize the minutes and persons to supervise thecounting of votes4.   Recording the legality of the meeting5.   Recording the attendance at the meeting and adoption of the list of votes6.   Presentation of the annual accounts, the report of the Board of Directorsand the auditor's report for the year 2009Review by the CEO & President7.   Adoption of the annual accounts8.   Resolution on the use of the profit shown on the balance sheet and thepayment of dividendThe Board of Directors proposes that for the financial year 2009 a dividend ofEUR 1.295 be paid for each class A share and a dividend of EUR 1.30 be paid foreach class B share. Half of the proposed dividend is extra dividend due to thecentennial year 2010 of KONE. The date of record for dividend distribution isproposed 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 isauthorized to grant during year 2010 no more than EUR 3,500,000  to supportactivities of universities and colleges and that 100,000 treasury class B sharesof KONE Corporation is distributed without compensation to the KONE CorporationCentennial Foundation to be established and that Board is authorized to grantlater 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 Boardof Directors and the CEO & President from liability10. Resolution on the remuneration of the members and deputy members of theBoard of DirectorsThe Nomination and Compensation Committee of the Board of Directors proposesthat the board members' and deputy members´ compensation be kept unchanged,whereby compensation would be as follows: Chair of the Board of Directors EUR54,000, Vice Chair EUR 42,000, board  members EUR 30,000 and deputy members15,000 per year, as well as an EUR 500 fee per meeting for each member for Boardand Committee meetings.11. Resolution on the number of members and deputy members of the Board ofDirectorsThe Nomination and Compensation Committee of the Board of Directors proposesthat eight (8) board members and one (1) deputy member be elected12. Election of members and deputy members of the Board of DirectorsThe Nomination and Compensation Committee of the Board of Directors proposesthat Matti Alahuhta, Anne Brunila, Reino Hanhinen, Antti Herlin, SirkkaH?l?en-Lindfors, Juhani Kaskeala, Shunichi Kimura and Sirpa Pietik?en bere-elected to the Board and that Jussi Herlin is re-elected as a deputy memberto the Board.13. Resolution on the remuneration of the auditorsThe Audit Committee of the Board of Directors proposes that the Auditors bereimbursed according to their invoice.14. Resolution on the number of the auditorsThe Audit Committee of the Board of Directors proposes that two (2) Auditors beelected.15. Election of auditorThe Audit Committee of the Board of Directors proposes that authorized publicaccountants PricewaterhouseCoopers Oy and Heikki Lassila are elected asAuditors.16. Establishment of the KONE Corporation Centennial Foundation and distributionof the treasury sharesThe Board of Directors proposes to the General Meeting establishment of the KONECorporation Centennial Foundation. The purpose of the foundation would be toadvance and support developmental, educational and cultural activities forchildren and youth around the world. The Board of Directors proposes that to theoriginal capital of the foundation is distributed without compensation 100,000treasury class B shares of KONE Corporation as proposed in the clause 8 in theagenda.17. Authorizing the Board of Directors to decide on the repurchase of theCompany's own sharesThe Board of Directors proposes that the General Meeting authorize the Board ofDirectors to decide on the repurchase of no more than 25,570,000 treasury shareswith assets from the company's unrestricted equity so that a maximum of3,810,000 class A shares and a maximum of 21,760,000 class B shares may berepurchased. The consideration to be paid for the repurchased shares withrespect to both class A and class B shares will be determined based on thetrading price determined for class B shares on the NASDAQ OMX Helsinki on thedate of repurchase.Class A shares will be repurchased in proportion to holdings of class Ashareholders at a price equivalent to the average price paid for the company'sclass B shares on the NASDAQ OMX Helsinki on the date of repurchase. Any holderwishing to offer his or her class A shares for repurchase by the company muststate his or her intention to the company's Board of Directors in writing. Thecompany may deviate from the obligation to repurchase shares in proportion tothe shareholders' holdings if all the holders of class A shares give theirconsent. Class B shares will be purchased in public trading on the NASDAQ OMXHelsinki at the market price as per the time of purchase.The Board of Directors proposes that the authorization remain in effect for aperiod 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 aswell as the issuance of options and other special rights entitling to sharesThe Board of Directors proposes to the General Meeting that the Board ofDirectors be authorized to decide on the issuance of shares as well as theissuance of options and other special rights entitling to shares referred to inchapter 10 section 1 of the Finnish Companies Act as follows:The amount of shares to be issued based on this authorization shall not exceed3,810,000 class A shares and 21,760,000 class B shares. The Board of Directorsdecides on all the conditions of the issuance of shares and of special rightsentitling to shares. The authorization concerns both the issuance of new sharesas well as the transfer of treasury shares. The issuance of shares and ofspecial rights entitling to shares may be carried out in deviation from theshareholders' pre-emptive rights (directed issue).The Board of Directors proposes that the authorization remain in effect for aperiod of five years following the date of decision of the General Meeting.19. Closing of the meetingB. Documents of the General MeetingThe draft resolutions of the Board of Directors and its committees relating tothe 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 onKONE Corporation's website at www.kone.com/corporate/en/Investors/AGM. The draft resolutions of the Board of Directors and itscommittees 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 uponrequest.C. Instructions for the participants in the General Meeting1. The right to participate and registrationEach shareholder, who is registered on the record date of the General MeetingFebruary 17, 2010 in the shareholders' register of the Company held by EuroclearFinland Ltd, has the right to participate in the General Meeting. A shareholder,whose shares are registered on his/her personal Finnish book-entry account, isregistered in the shareholders' register of the Company.A shareholder, who wants to participate in the General Meeting, shall registerto 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:a) on the Company's website: www.kone.com/corporate/en/Investors/AGMb) by regular mail to: KONE Corporation, Share Register, P.O. Box 7, FI-02151Espoo, Finlandc) by telefax: +358 20 475 4523d) 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 proxyrepresentative and the personal identification number of a proxy representative.Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholderwho is present at the General Meeting has the right to request information withrespect to the matters to be considered at the General Meeting.2. Proxy representative and powers of attorneyA shareholder may participate in the General Meeting and exercise his/her rightsat the meeting by way of proxy representation. A proxy representative shallproduce a dated proxy document or otherwise in a reliable manner demonstratehis/her right to represent the shareholder at the General Meeting. When ashareholder participates in the general meeting by means of several proxyrepresentatives representing the shareholder with shares at different securitiesaccounts, the shares by which each proxy representative represents theshareholder shall be identified in connection with the registration for thegeneral meeting. Possible proxy documents should be delivered in originals toKONE Corporation, Share Register, P.O. Box 7, FI-02151 Espoo, Finland before thelast date for registration.3. Holders of nominee registered sharesA holder of nominee registered shares is advised to request without delaynecessary instructions regarding the registration in the shareholder's registerof the company, the issuing of proxy documents and registration for the generalmeeting from his/her custodian bank. The account management organization of thecustodian bank will register a holder of nominee registered shares, who wants toparticipate in the general meeting, to be temporarily entered into theshareholders' register of the company at the latest on February 24, 2010 at10.00 a.m.4. Other instructions and informationOn the date of this notice January 26, 2010, the total number of shares in KONECorporation is 258,426,870 shares constituted of 38,104,356 class A shares and220,322,514 class B shares. Based on articles of association each class A shareentitles its holder to one vote and each full ten class B shares entitle theirholder to one vote, but each shareholder has a minimum of one vote.The participants of the General Meeting are kindly invited to the coffeereception after the meeting.In Helsinki January 26, 2010KONE CorporationThe Board of DirectorsAbout KONEKONE's objective is to offer the best people flow experience by developing anddelivering solutions that enable people to move smoothly, safely, comfortablyand without waiting in buildings in an increasingly urbanizing environment. KONEprovides its customers with industry-leading elevators, escalators andinnovative solutions for modernization and maintenance, and is one of the globalleaders in its industry. In 2009, KONE had annual net sales of EUR 4.7 billionand almost 34,000 employees. KONE class B shares are listed on the NASDAQ OMXHelsinki in Finland.www.kone.comFor further information, please contact:Jukka Ala-Mello, Secretary to the Board, tel. +358 (0)204 75 4226Sender:KONE CorporationJukka Ala-MelloSecretary to the BoardAnne KorkiakoskiExecutive Vice PresidentMarketing & Communications[HUG#1377166]

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Datum: 26.01.2010 - 06:32 Uhr
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