KONE Oyj - Notice to general meeting

KONE Corporation: Notice to the General Meeting

KONE Corporation, stock exchange release, January 26, 2017 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 Tuesday February 28, 2017 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 2016
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 2016 a dividend of
EUR 1.5475 is paid for each class A share and a dividend of EUR 1.55 is paid for
each class B share. The date of record for dividend distribution is proposed to
be March 2, 2017 and the dividend is proposed to be paid on March 9, 2017.

  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 as follows: Chairman of the Board
of Directors EUR 54,000, Vice Chairman EUR 44,000 and board members EUR 37,000
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 a fee of EUR 500 per meeting
is paid to each member for Board and Committee meetings but anyhow a fee of EUR
2,000 per Committee meetings to 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 eight (8) 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, Iiris Herlin, Jussi Herlin,
Ravi Kant, Juhani Kaskeala and Sirpa Pietikäinen are re-elected to the Board of
Directors.

 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 auditors
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 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 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
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 the 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 the 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/en/Investors/annual-general-
meetings/. 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 14, 2017.

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 16, 2017, 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 23, 2017 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/en/investors/annual-general-
meetings/
b) by regular mail to: KONE Corporation, Share Register, P.O. Box 7, FI-02151
Espoo, Finland
c) by telefax +358 20 475 4523 or
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 of 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 the shares, based on which he or she is entitled to
be registered in the shareholders' register held by Euroclear Finland Ltd on the
record date of the General Meeting, i.e. February 16, 2017. 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. by February 23, 2017 by
10.00 am at the latest. This registration is sufficient for the holders of
nominee registered shares wanting to participate in the General Meeting.

A holder of nominee registered shares is advised to request without delay the
necessary instructions regarding the registration in the temporary shareholders'
register of the company, the issuing of proxy documents and the registration for
the General Meeting from his/her custodian bank. The account management
organization of the custodian bank has to temporarily register the holder of
nominee registered shares, who wants to participate in the General Meeting, in
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, January 26, 2017, the total number of shares of KONE
Corporation is 526,168,882 shares constituted of 76,208,712 class A shares and
449,960,170 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 Helsinki, January 26, 2017

KONE Corporation
THE BOARD OF DIRECTORS


For further information, please contact:
Sanna Kaje, Vice President, Investor Relations, tel. +358 204 75 4705

Sender:

KONE Corporation

Henrik Ehrnrooth
President and CEO

Ilkka Hara
CFO

About KONE

At KONE, our mission is to improve the flow of urban life. As a global leader in
the elevator and escalator industry, KONE provides elevators, escalators and
automatic building doors, as well as solutions for maintenance and modernization
to add value to buildings throughout their life cycle. Through more effective
People Flow®, we make people's journeys safe, convenient and reliable, in
taller, smarter buildings. In 2016, KONE had annual net sales of EUR 8.8 billion
and at the end of the year over 52,000 employees. KONE class B shares are listed
on the Nasdaq Helsinki Ltd. in Finland.

www.kone.com


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