KONE Oyj - Notice to general meeting

KONE Corporation: Notice to the General Meeting

KONE Corporation, stock exchange release, January 29, 2015 at 2.00 p.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 Monday February 23, 2015 at 11.00 a.m. at the Main
Auditorium of the  Finlandia Hall (entrances M4 and K4), Mannerheimintie 13,
Helsinki. The reception of participants 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 2014

Review by the President and CEO

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 2014 a dividend of
EUR 1.1975 is paid for each class A share and a dividend of EUR 1.20 is paid for
each class B share. The date of record for dividend distribution is proposed to
be February 25, 2015 and the dividend is proposed to be paid on March 4, 2015.

9.   Resolution on the discharge of the members of the Board of Directors and
the President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes
that the board members' annual compensation is kept unchanged: Chairman of the
Board of Directors EUR 54,000, Vice Chairman EUR 44,000 and board members EUR
33,000 per year. According to the proposal, 40 percent of the annual
remuneration will be paid in class B shares of KONE Corporation and the rest in
cash. Further the Nomination and Compensation Committee proposes that EUR 500
fee per meeting is paid for each member for Board and Committee meetings but
anyhow EUR 2,000 fee per those Committee meetings for the members residing
outside of Finland. Possible travel expenses are proposed to be reimbursed
according to the travel policy of the Company.

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

The Nomination and Compensation Committee of the Board of Directors proposes
that nine (9) board members are elected.

12. Election of members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes
that Matti Alahuhta, Anne Brunila, Antti Herlin, Jussi Herlin, Ravi Kant, Juhani
Kaskeala and Sirpa Pietikäinen are re-elected to the Board of Directors and that
Iiris Herlin and Kazunori Matsubara are elected as new members.

13. Resolution on the remuneration of the auditors

The Audit Committee of the Board of Directors proposes that the Auditors are
reimbursed as per their invoice.

14. Resolution on the number of auditors

The Audit Committee of the Board of Directors proposes that two (2) Auditors are
elected.

15. Election of auditor

The Audit Committee of the Board of Directors proposes that authorized public
accountants PricewaterhouseCoopers Oy and Niina Vilske 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 authorizes the Board of
Directors to decide on the repurchase of no more than 52,440,000 treasury shares
with assets from the company's unrestricted equity, so that a maximum of
7,620,000 class A shares and a maximum of 44,820,000 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
shareholder 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 remains in effect for a
period of one year following the date of decision of the General Meeting.

17. 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
7,620,000 class A shares and 44,820,000 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.

18. 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 at
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. The minutes of the General
Meeting are available on the above-mentioned website no later than March
9, 2015.

C. Instructions for the participants in the General Meeting

1. Right to participate and registration

Each shareholder, who is registered in the shareholders' register of the Company
held by Euroclear Finland Ltd. on the record date of the General Meeting, which
is February 11, 2015, 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
with the company for the meeting no later than on February 18, 2015 at 3.00 p.m.
by giving prior notice of participation. Such notice can be given:
a) on KONE Corporation'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 20 770 6873.

In connection with the registration, a shareholder shall provide his/her name,
personal/business identification number, address, telephone number and the name
of any assistant or proxy representative, as well as 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.

2. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his or 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 or 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 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 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 has the right to participate in the
General Meeting by virtue of such shares, based on which he or she on the record
date of the General Meeting, i.e. February 11, 2015, is entitled to be
registered in the shareholders' register held by Euroclear Finland Ltd. The
right to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been temporarily registered into the
shareholders' register held by Euroclear Finland Ltd. at the latest by February
18, 2015 by 10.00 am. This registration is sufficient for holders of nominee
registered shares wanting to participate in the General Meeting.

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 and registration for the
General Meeting from his/her custodian bank. The account management organization
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.

4. Other instructions and information

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 29 January 2015, the total number of shares in KONE
Corporation is 524,409,928 shares constituted of 76,208,712 class A shares and
448,201,216 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.

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

In Espoo, January 29, 2015

KONE Corporation
THE BOARD OF DIRECTORS


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

Eriikka Söderström
CFO

About KONE
KONE is one of the global leaders in the elevator and escalator industry. 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 industry-leading elevators, escalators, automatic building doors and
integrated solutions to enhance the People Flow in and between buildings. KONE's
services cover the entire lifetime of a building, from the design phase to
maintenance, repairs and modernization solutions. In 2014, KONE had annual net
sales of EUR 7.3 billion, and at the end of the year over 47,000 employees. KONE
class B shares are listed on the NASDAQ OMX Helsinki Ltd. in Finland.

www.kone.com

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