Matters Relating to the Annual General Meeting
KONE Corporation's Annual General Meeting was held in Helsinki on 26 February,
2007. The meeting approved the financial statements and discharged the
responsible parties from liability for the financial period 1 January-31
December, 2006.
The Annual General Meeting approved dividends of EUR 0.99 for each of the
19,052,178 class A shares and EUR 1.00 for the 106,669,697 outstanding class B
shares. The date of record for dividend distribution is 1 March, 2007, and
dividends will be payable on 8 March, 2007. The rest of the distributable
equity, EUR 1,146 million, will be retained and carried forward.
The number of Members of the Board of Directors was confirmed as seven and it
was decided to elect one deputy Member. Re-elected as full Members of the Board
were Matti Alahuhta, Reino Hanhinen, Antti Herlin, Sirkka Hämäläinen-Lindfors,
Masayuki Shimono, Iiro Viinanen and Sirpa Pietikäinen. Jussi Herlin was elected
as deputy Member. The term of the Board ends at the next Annual General
Meeting.
The Annual General Meeting confirmed a monthly salary of EUR 4,000 for the
Chairman of the Board, EUR 3,000 for the Vice Chairman, EUR 2,000 for Board
Members and EUR 1,000 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 Acquire and Distribute Own Shares
The Board of Directors' proposal that the Annual General Meeting authorize the
Board of Directors to repurchase KONE's own shares with assets distributable as
profit was approved. The shares may be repurchased in order to develop the
capital structure of the Company, finance or carry out possible acquisitions,
implement the Company's share-based incentive plans, or to be transferred for
other purposes or to be cancelled.
Altogether no more than 12,785,000 shares may be repurchased, of which no more
than 1,905,000 may be class A shares and 10,880,000 class B shares, taking into
consideration the provisions of the Companies Act regarding the maximum amount
of its own shares that the Company is allowed to possess. The proposed amount
corresponds to nearly 10 percent of the share capital of the Company and the
total voting rights.
In addition, the Board of Directors' proposal that the Annual General Meeting
authorize the Board of Directors to decide on the distribution of any shares
repurchased by the company was approved. The authorization is limited to a
maximum of 1,905,000 class A shares and 10,880,000 class B shares. The Board of
Directors is authorized to decide to whom and in which order the repurchased
shares are distributed. The Board of Directors may decide on the distribution
of repurchased shares otherwise than in proportion to the existing pre-emptive
right of shareholders to purchase the Company's own shares.
The repurchased shares may be used as compensation in acquisitions and in other
arrangements as well as to implement the Company's share-based incentive plans
in the manner and to the extent decided by the Board of Directors. The Board of
Directors also has the right to decide on the distribution of the shares in
public trading in the Helsinki Stock Exchange for the purpose of financing
possible acquisitions. The shares shall be distributed at least at the market
price at the moment of their transfer determined on the basis of the trading
price for class B shares determined in public trading in the Helsinki Stock
Exchange.
These authorizations shall remain in effect for a period of one year from the
date of decision of the Annual General Meeting. Precise information about the
authorization to acquire and distribute own shares can be found in the
invitation to the Annual General Meeting, which has been published on the KONE
website at www.kone.com.
Authorization to decide to grant option rights in deviation from the
shareholders' pre-emptive subscription right to key personnel of the group and
to a wholly owned subsidiary of the company
The Board of Directors' proposal that the Annual General Meeting authorize the
Board of Directors to grant option rights was approved. On the basis of this
authorization, the Board of Directors may decide to grant to the key personnel
of the group or to the company's wholly owned subsidiary, Kone Capital Oy,
option rights, which entitle to subscribe a maximum of 2,000,000 new class B
shares. The company has a weighty financial reason to grant option rights,
because the option rights are intended to form a part of the group's incentive
and commitment plan for key personnel.
This authorization will remain in force for one year following the decision of
the Annual General Meeting.
Decisions by the Board of Directors
At its meeting held after the Annual General Meeting, the Board of Directors
elected from among its members Antti Herlin as its Chairman and Sirkka
Hämäläinen-Lindfors as Vice Chairman.
Antti Herlin was elected as Chairman of the Audit Committee. Sirkka
Hämäläinen-Lindfors and Iiro Viinanen were elected as independent members of
the Committee.
Antti Herlin was elected as Chairman of the Nomination and Compensation
Committee. Reino Hanhinen and Sirkka Hämäläinen-Lindfors were elected as
independent members of the Committee.
Sender:
KONE Corporation
Jukka Ala-Mello Minna Mars
Secretary to the Board of Directors Senior Vice President,
Corporate Communications & IR
For further information, please contact:
Minna Mars, SVP, Corporate Communications & IR, tel. +358 (0)204 75 4501
KONE is one of the world's leading elevator and escalator companies. It
provides its customers with industry-leading elevators and escalators and
innovative solutions for their maintenance and modernization. KONE also
provides maintenance of automatic building doors. In 2006, KONE had annual net
sales of EUR 3.6 billion and about 29,000 employees. Its class B shares are
listed on the Helsinki Stock Exchange in Finland.
www.kone.com
Decisions Taken by KONE Corporation's Annual General Meeting and Board of Directors
| Source: KONE Oyj