KONE Oyj - Notice to general meeting

KONE Corporation: Notice to the Annual General Meeting

KONE Corporation, stock exchange release, January 26, 2011 at 2.00 p.m. EET



Notice is given to the shareholders of KONE Corporation to the Annual General

Meeting to be held on Monday 28 February 2011 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 2010



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 2010 a dividend of
EUR 0.895 be paid for each class A share and a dividend of EUR 0.90 be paid for
each class B share. The date of record for dividend distribution is proposed to
be March 3, 2011 and the dividend be paid March 10, 2011.



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 would be: Chair of the
Board of Directors EUR 54,000, Vice Chair EUR 44,000, Board Members EUR 33,000
and Deputy Members 16,500 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. 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.



17. 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. 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
16 February 2011 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, isregistered 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 23 2011 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

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,
personal/business identification number, address, telephone number and the name
of a possible assistant or proxy representative and the 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. 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 23 2011 at
10.00 a.m.



4. Other instructions and information



On the date of this notice 26 January 2011, the total number of shares in KONE
Corporation is 260,536,120 shares constituted of 38,104,356 class A shares and
222,431,764 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 26 January 2011



KONE Corporation

The Board of Directors



About KONE
KONE is one of the global leaders in the elevator and escalator industry. The
company has been committed to understanding the needs of its customers for the
past century, providing industry-leading elevators, escalators and automatic
building doors as well as innovative solutions for modernization and
maintenance. The company'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. In 2010, KONE had annual net sales of EUR 5.0 billion
and approximately 33,800 employees. KONE class B shares are listed on the NASDAQ
OMX Helsinki Ltd in Finland.

www.kone.com

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

Sender:

KONE Corporation

Jukka Ala-Mello
Secretary to the Board

Anne Korkiakoski
Executive Vice President
Marketing and Communications

[HUG#1482579]