KONE Corporation: Notice to the General Meeting

KONE Corporation, stock exchange release, January 30, 2025 at 08.45 a.m. EET

KONE Corporation: Notice to the General Meeting

Notice is given to the shareholders of KONE Corporation of the Annual General Meeting to be held on Wednesday 5 March 2025 beginning at 11:00 a.m. at Finlandia Hall, Mannerheimintie 13 E, Helsinki. The reception of registered meeting participants and distribution of voting ballots will commence at the meeting venue at 10:00 a.m.

It is not possible for shareholders to vote in advance or participate in the General Meeting other than at the meeting venue. It is, however, possible for shareholders to register to follow the General Meeting 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 2024

- 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, the Sustainability Statement, the auditor’s report and the assurance opinion on the sustainability reporting will be available at the latest on 12 February 2025 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 a dividend of EUR 1.7975 be paid for each class A share and a dividend of EUR 1.80 be paid for each class B share for the financial year 2024. The date of record for dividend distribution is 7 March 2025 and the dividend is paid on 14 March 2025.

The dividend will be paid to shareholders who are registered in the company’s shareholder register maintained by Euroclear Finland Oy in Finland on the dividend record date. Dividends will not be paid to shares held by the company on the dividend record date.

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–31 December 2024

10. Consideration of the remuneration report for governing bodies

The Board of Directors proposes to the General Meeting that the company’s 2024 remuneration report for governing bodies is adopted through an advisory resolution.

The remuneration report for governing bodies will be available at the latest on 12 February 2025 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

The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the board members’ annual compensation is kept unchanged as follows: Chairman of the Board of Directors EUR 220,000, Vice Chairman EUR 125,000 and board members EUR 110,000 per year. According to the proposal, 40 percent of the annual compensation will be paid in class B shares of KONE Corporation and the rest in cash. In case the remuneration cannot be paid in shares due to legal or other regulatory restrictions or due to other reasons related to the company or a member of the Board of Directors, the annual remuneration will be paid fully in cash. The Nomination and Compensation Committee proposes in addition that a separate annual compensation is paid to the members of the board committees as follows: Chairman of the Audit Committee EUR 20,000 and members of the Audit Committee EUR 10,000, and Chairman of the Nomination and Compensation Committee EUR 20,000 and members of the Nomination and Compensation Committee EUR 10,000. The annual compensation of the members of the board committees is proposed to be paid in cash. In addition, it is proposed that annual compensation is not paid to a board member who is employed by the company. Possible travel expenses are proposed to be reimbursed according to the travel policy of the company.

12. Resolution on the number of members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that nine board members are elected.

However, should one or more of the proposed board members be unavailable for election to the Board of Directors for any reason, the proposed number of board members will be decreased accordingly.

13. Election of members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the following persons are elected to the Board of Directors until the conclusion of the next annual general meeting so that each candidate shall be considered separately in case of a possible vote: 

1. Banmali Agrawala (new member)
2. Matti Alahuhta (present member)
3. Susan Duinhoven (present member)
4. Marika Fredriksson (present member)
5. Antti Herlin (present member)
6. Iiris Herlin (present member)
7. Jussi Herlin (present member)
8. Timo Ihamuotila (present member)
9. Krishna Mikkilineni (present member)

The proposed new member of the Board of Directors, Mr. Banmali Agrawala, Bachelor of Engineering (Mechanical), is born in 1963 and is an Indian citizen. He currently serves as Senior Advisor for Tata Sons Private Limited since July 2023. Previously he has served as President of Infrastructure, Aerospace & Defence at Tata Sons from 2017-2023, President & CEO of South Asia, at General Electric from 2013-2017, Executive Director of Strategy and Business Development at Tata Power Ltd from 2008-2013 and in various roles at Wärtsilä from 1987–2008 both in India and Finland, including Managing Director of Wärtsilä India Ltd from 2003–2008. His current positions of trust include Chairman of the Board of Tata Advanced Systems Limited, Chairman of the Board of Tata Realty Limited, Member of the Board of Tata Electronics Ltd and Member of the Board of Pratham Education Foundation. Based on the evaluation of KONE Board of Directors, Banmali Agrawala is independent of both the company and of significant shareholders.

The proposed new member of the Board of Directors is presented on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/.

Of the proposed members of the Board of Directors, Banmali Agrawala, Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Iiris Herlin, Timo Ihamuotila and Krishna Mikkilineni are independent of the company. With the exception of Antti Herlin, Iiris Herlin and Jussi Herlin, the other proposed Board members are independent of the company’s significant shareholders.

Should any of the aforementioned candidates not be available for election to the Board of Directors for any reason, the remaining available candidates are proposed to be elected according to the proposal.

All proposed individuals have consented to their election as board members.

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 approved by the company.

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 authorized public accountants Ernst & Young Oy be re-elected as the auditor of the company for a term ending at the conclusion of the following annual general meeting.

Ernst & Young Oy has informed the company that authorized public accountant Heikki Ilkka would continue as the principal auditor.

17. Resolution on the remuneration of the sustainability reporting assurer

The Audit Committee of the Board of Directors proposes to the General Meeting that the sustainability reporting assurer to be elected is reimbursed as per their invoice approved by the company.

18. Election of the sustainability reporting assurer

The Audit Committee of the Board of Directors proposes to the General Meeting that the sustainability audit firm Ernst & Young Oy be elected as the company’s sustainability reporting assurer for the term ending at the conclusion of the following annual general meeting.

Ernst & Young Oy has informed the company that authorized public accountant, authorized sustainability auditor Heikki Ilkka would act as the principally responsible sustainability reporting assurer.

19. 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 not more than 52,930,000 own shares using 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, subject to the condition that the company and its subsidiaries may collectively hold a maximum of 10 percent of all shares of the company at any given time. 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 on the date of this notice. 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 in 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 in 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 class A shares in proportion to the shareholders’ holdings if all the holders of class A shares give their consent. Class B shares may be repurchased either by an offer made to all holders of class B shares on the same terms or otherwise and other than in proportion to the then existing shareholdings of the holders of class B shares. Class B shares will be repurchased at a price determined in public trading at the time of the repurchase.

Shares can be repurchased to be used, for example, as consideration in potential corporate acquisitions or other arrangements related to the company’s business activities, to finance investments, to develop the company’s capital structure, for example, as a method of distributing excess capital, or to be held by the company as treasury shares, otherwise disposed of or canceled, or used as part of the company’s incentive schemes.

The Board of Directors is authorized to decide on all other terms related to the repurchase of the company’s own shares.

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 30 June 2026. The authorization terminates the authorization to decide on the repurchase of the company’s own shares given to the Board of Directors by the Annual General Meeting on 29 February 2024.

20. 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 in one or several instalments 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 proposed maximum number of shares corresponds to approximately 10 percent of the company’s registered number of shares and votes for each share class on the date of this notice. The Board of Directors is authorized to decide 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 either for consideration or without consideration.

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), if there is a weighty financial reason for the company, such as using shares as consideration in potential corporate acquisitions or other arrangements related to the company’s business, financing investments, developing the company’s capital structure, or implementing the company’s incentive schemes.

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 30 June 2026. The authorization terminates the authorization to decide on the issuance of shares given to the Board of Directors by the Annual General Meeting on 29 February 2024.

21. Closing of the meeting

B. Documents of the General Meeting

The aforementioned proposals of the Board of Directors and its committees relating to the agenda of the General Meeting and this notice are on view at KONE Corporation’s website at https://www.kone.com/en/investors/annual-general-meetings/. The Annual Review of KONE Corporation including the company’s annual accounts, consolidated accounts, the report of the Board of Directors, sustainability statement, the auditor’s report, the assurance opinion on the sustainability reporting, and the remuneration report will be on view at the latest on 12 February 2025 at KONE Corporation’s website at https://www.kone.com/en/investors/annual-general-meetings/. The proposals and other documents referred to above are also on view at the General Meeting. The minutes of the General Meeting will be available on the above-mentioned website no later than 19 March 2025.

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 Euroclear Finland Oy on the record date of the General Meeting, which is 21 February 2025, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the company. 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.

Registration for the General Meeting commences on 30 January 2025. A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, shall register for the meeting no later than on 28 February 2025 at 15:00 p.m. by which time the notice must be received. Such notice can be given:

1. via KONE Corporation’s website at https://www.kone.com/en/investors/annual-general-meetings/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with Finnish, Swedish or Danish online banking credentials or mobile ID.
2. by e-mail to Innovatics Oy using the address: agm@innovatics.fi. Shareholders registering by e-mail shall include in the e-mail the registration form available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/ or equivalent information.
3. by mail to Innovatics Oy to the address Innovatics Oy, General Meeting / KONE Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki. Shareholders registering by mail shall include in the letter the registration form available on the company's website https://www.kone.com/en/investors/annual-general-meetings/ or equivalent information.

In connection with the registration, a shareholder shall provide the information requested such as their name, date of birth or business identification number, address, telephone number and email address as well as the name of any assistant or proxy representative, the date of birth of a proxy representative as well as the telephone number and e-mail address of the proxy representative. The personal information is used only in connection with the General Meeting and with the processing of related necessary registrations.

Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 13:00 p.m. to 16:00 p.m.

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. 21 February 2025, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register of the company held by Euroclear Finland Oy at the latest by 28 February 2025 by 10:00 a.m. (Finnish time). This is considered due registration for holders of nominee registered shares wanting to participate in the General Meeting. 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.

A holder of nominee registered shares is advised to request well in advance necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and voting instructions, and registration for the General Meeting from their custodian bank. The account manager of the custodian bank must register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest by 28 February 2025 by 10:00 a.m. (Finnish time).

In order to take into consideration possible voting instructions of a holder of nominee registered shares at the General Meeting, it is required that the shareholder has registered for the General Meeting and that the shareholder is present or represented at the General Meeting.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their shareholder rights at the meeting by way of proxy representation. A proxy representative must personally identify him or herself in the electronic registration using strong identification, after which they can register for the General Meeting on behalf of the shareholder they represent. 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. A proxy template is available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/. If 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 are requested to be submitted preferably as an attachment with the electronic registration at KONE Corporation’s website at https://www.kone.com/en/investors/annual-general-meetings/ or alternatively by mail to Innovatics Oy, General Meeting / KONE Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi well in advance so that they arrive no later than 28 February 2025 by 15:00 p.m. (Finnish time). In addition to submitting the proxy documents, the shareholder or their proxy representative shall register for the General Meeting in the manner described above in this notice. The original proxy documents must be presented to the company upon request.

Shareholders can also use Suomi.fi e-Authorization service instead of a traditional power of attorney. To do so the shareholder 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 electronic registration to the meeting, the authorized person must identify themself in the registration system through strong electronic identification after which the e-Authorization is automatically verified.

4. Other instructions and information

At the General Meeting, the primary language used will be Finnish, with some parts in English. The review by the President and CEO will be held in English.

Pursuant to chapter 5, section 25 of the Finnish Limited Liability 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.

The shareholder and their possible authorized representative, legal representative, or assistant must be able to prove their identity and/or right of representation at the General Meeting.

On the date of this notice 30 January 2025, the total number of shares in KONE Corporation is 529,395,860 shares constituted of 76,208,712 class A shares and 453,187,148 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. On the date of this notice, the company holds 11,867,752 treasury class B shares. Pursuant to the Limited Liability Companies Act, treasury shares or shares held by a subsidiary do not entitle to participation in the General Meeting.

Each shareholder, who is registered in the shareholders’ register of the company held by Euroclear Finland Oy on the record date of the General Meeting, which is 21 February 2025, has a possibility to register to follow the General Meeting via a webcast. Instructions how to register as a follower for the webcast and how to follow the webcast are available on the company’s website at https://www.kone.com/en/investors/annual-general-meetings/. The shareholders following the webcast may present written questions or comments during the General Meeting through a chat functionality provided on the webcast platform. Following the webcast or presenting written questions or comments is not considered participation in the General Meeting or using shareholders’ right to request information or speak at the meeting in accordance with the Limited Liability Companies Act. Written questions presented in the chat are not questions referred to in the Limited Liability Companies Act. The written questions and comments presented in the chat will be brought to the audience of the General Meeting and answered in the General Meeting if the Chairperson of the meeting considers it appropriate.

The participants of the General Meeting are kindly notified that coffee will be served after the meeting.

In Helsinki, 30 January 2025

KONE Corporation

THE BOARD OF DIRECTORS

About KONE

At KONE, our purpose is to shape the future of cities. As a global leader in the elevator and escalator industry, we move two billion people every day, making their journeys safe, convenient, and reliable with smart and sustainable People Flow®. In 2024, KONE had annual sales of EUR 11.0 billion, and at the end of the year over 60,000 employees in close to 70 countries. KONE class B shares are listed on the Nasdaq Helsinki Ltd. in Finland.

www.kone.com