KONE Corporation: Notice to the Annual General Meeting

Tuesday, 26. January 2010 12:32
KONE Corporation, stock exchange release, January 26, 2010 at 1.30 p.m. EET

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
tock%20Exchange%20Releases/100126%20AGM%20invitation/www.kone.com/corporate/en/I
nvestors/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:
a) on the Company's website: www.kone.com/corporate/en/Investors/AGM
tock%20Exchange%20Releases/100126%20AGM%20invitation/www.kone.com/corporate/en/I
nvestors/AGM>
b) by regular mail to: KONE Corporation, Share Register, P.O. Box 7, FI-02151
Espoo, Finland
c) by telefax: +358 20 475 4523
d) by telephone + 358 20 475 4336

In 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


About KONE

KONE's objective is to offer the best people flow experience by developing and
delivering solutions that enable people to move smoothly, safely, comfortably
and without waiting in buildings in an increasingly urbanizing environment. KONE
provides its customers with industry-leading elevators, escalators and
innovative solutions for modernization and maintenance, and is one of the global
leaders in its industry. In 2009, KONE had annual net sales of EUR 4.7 billion
and almost 34,000 employees. KONE class B shares are listed on the NASDAQ OMX
Helsinki in Finland.

www.kone.com

For further information, please contact:
Jukka Ala-Mello, Secretary to the Board, tel. +358 (0)204 75 4226

Sender:

KONE Corporation

Jukka Ala-Mello
Secretary to the Board

Anne Korkiakoski
Executive Vice President
Marketing & Communications


[HUG#1377166]







Related Links: KONE Corporation
Author:
Hugin
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