Notice is given to the shareholders of
The General Meeting can be followed via a webcast. More detailed information about the webcast is available in Section C. 4. Other instructions and information in this notice.
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 2022
- Review by the President and CEO
The Annual Review which includes the company's annual accounts, consolidated accounts, the report of the Board of Directors and the auditor's report is available on the company's website at https://www.kone.com/en/investors/annual-general-meetings/.
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 2022 a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial period of 1 January -
10. Consideration of the Remuneration Report for governing bodies
The Remuneration Report for governing bodies is available on the company's website at https://www.kone.com/en/investors/annual-general-meetings/.
11. Resolution on the remuneration of the members of the Board of Directors
12. Resolution on the number of members of the Board of Directors
13. Election of members of the Board of Directors
Matti Alahuhta (present member)Susan Duinhoven (present member)Marika Fredriksson (new member)Antti Herlin (present member)Iiris Herlin (present member)Jussi Herlin (present member)Ravi Kant (present member)Marcela Manubens (new member)Krishna Mikkilineni (present member)
The proposed new member of the Board of Directors, Ms.
The proposed new member of the Board of Directors, Ms.
Of the proposed members of the Board of Directors,
The proposed new members of the Board of Directors are presented on the company's website at https://www.kone.com/en/investors/annual-general-meetings/.
14. Resolution on the remuneration of the auditors
The Audit Committee of the Board of Directors proposes to the General Meeting that the auditor to be elected is reimbursed as per their invoice.
15. Resolution on the number of auditors
The Audit Committee of the Board of Directors proposes to the General Meeting that one auditor is elected for the company for a term ending at the conclusion of the following annual general meeting.
16. Election of auditors
The Audit Committee of the Board of Directors proposes to the General Meeting that audit firm
17. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Articles of Association are amended by updating the article concerning the line of business of the company (2§) and changing the article concerning the general meeting (10§) so that the general meeting can be held completely without a meeting venue as a so-called remote meeting. The Board of Directors' proposal for amending the Articles of Association with respect to articles 2§ and 10§ is presented in Annex 1 of this notice convening the General Meeting.
18. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on the repurchase of no more than 52,930,000 treasury shares with the company's unrestricted equity, so that a maximum of 7,620,000 class A shares and a maximum of 45,310,000 class B shares may be repurchased. The proposed maximum number of shares corresponds to approximately 10 percent of the company's registered number of shares and votes for each share class at the time of the proposal. 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 public trading 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 public trading on the date of repurchase. Any shareholder wishing to offer their class A shares for repurchase by the company must state their 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 repurchased at a price determined on public trading at the time of the repurchase.
The Board of Directors proposes that the authorization will be valid until the conclusion of the following annual general meeting, however, at the latest until
19. 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 Limited Liability Companies Act as follows:
The number of shares to be issued based on this authorization shall not exceed 7,620,000 class A shares and 45,310,000 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 will be valid until the conclusion of the following annual general meeting, however, at the latest until
20. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Board of Directors and its committees relating to the agenda of the General Meeting, the Remuneration Report, this notice and Annual Review including company's annual accounts, consolidated accounts, the report of the Board of Directors and the auditor's report are on view at
C. Instructions for the participants in the General Meeting
1. Shareholders recorded in the shareholders' register
Each shareholder, who is registered in the shareholders' register of the company held by
Registration to the General Meeting commences on
- on
KONE Corporation's website at https://www.kone.com/en/investors/annual-general-meetings/
Private individuals will log into the system through strong electronic identification with online banking credentials or mobile ID. Entities will need the number of the shareholder's book-entry account together with the business ID or other identification code for the login. If an entity is using Suomi.fi e-Authorization, the registration of the authorized person requires strong electronic identification with online banking credentials or mobile ID.
- by regular mail to:
KONE Corporation ,Share Register , P.O. Box 7, FI-02151 Espoo,Finland -
by telephone +358 20 770 6873
between 9.00 a.m. and 4.00 p.m. from Monday to Friday
Any changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.
In connection with the registration, a shareholder shall provide the information requested such as their name, date of birth/personal identification number or business identification number, address, telephone number and email address as well as the name of any assistant or proxy representative, as well as the date of birth/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, their authorized representative or proxy representative shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. 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 they on the record date of the General Meeting, i.e.
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, voting instructions and registration for the General Meeting from their custodian bank. The account manager 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.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their 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 their right to represent the shareholder at the General Meeting. Proxy template is available on the company's website at https://www.kone.com/en/investors/annual-general-meetings/. 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
Entities can also use Suomi.fi e-Authorization service instead of a traditional power of attorney. To do so an entity must authorize its representative in Suomi.fi e-Authorization at the address: https://www.suomi.fi/e-authorizations by using the mandate "Representation at the General Meeting". In connection with the registration to the meeting, the authorized person must identify themself in
4. Other instructions and information
The meeting will be held in Finnish.
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
Each shareholder, who is registered in the shareholders' register of the company held by
The participants of the General Meeting are kindly notified that coffee will be served after the meeting.
In
THE BOARD OF DIRECTORS
About
At
www.kone.com
https://news.cision.com/kone-oyj/r/kone-corporation--notice-to-the-general-meeting,c3703784
https://mb.cision.com/Main/18027/3703784/1806630.pdf
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