KONE Corporation, stock exchange release, February 6, 2026 at 08.50 a.m. EET
KONE Corporation: Notice to convene General Meeting
Notice is given to the shareholders of KONE Corporation of the Annual General
Meeting to be held on Thursday 5 March 2026 beginning at 11:00 a.m. at Finlandia
Hall, Mannerheimintie 13 e, Helsinki. The reception of registered meeting
participants and distribution of voting ballots will commence at the meeting
venue at 10:00 a.m.
It is not possible for shareholders to vote in advance or participate in the
General Meeting other than at the meeting venue. It is, however, possible for
shareholders to register to follow the General Meeting via a webcast. More
detailed information about the webcast is available in Section C. 4. “Other
instructions and information” in this notice.
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 2025
- Review by the President and CEO
The Annual Review, which includes the company's annual accounts, consolidated
accounts, the report of the Board of Directors, the sustainability statement,
the auditor's report and the assurance opinion on the sustainability reporting,
is available on the company's website at
https://www.kone.com/en/investors/annual-general-meetings/.
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 a dividend of EUR 1.7975 be paid for each
class A share and a dividend of EUR 1.80 be paid for each class B share for the
financial year 2025. The date of record for dividend distribution is 9 March
2026, and the dividend is paid on 16 March 2026.
The dividend will be paid to shareholders who are registered in the company's
shareholder register maintained by Euroclear Finland Oy in Finland on the
dividend record date. Dividends will not be paid to shares held by the company
on the dividend record date.
9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability for the financial period of 1 January - 31
December 2025
10. Consideration of the Remuneration Report for governing bodies
The Board of Directors proposes to the General Meeting that the company's 2025
Remuneration Report for governing bodies is adopted through an advisory
resolution.
The remuneration report for governing bodies is available on the company's
website at https://www.kone.com/en/investors/annual-general-meetings/.
11. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to
the General Meeting that the board members' annual compensation is kept
unchanged as follows: Chairman of the Board of Directors EUR 220,000, Vice
Chairman EUR 125,000 and board members EUR 110,000 per year. According to the
proposal, 40 percent of the annual compensation will be paid in class B shares
of KONE Corporation and the rest in cash. In case the remuneration cannot be
paid in shares due to legal or other regulatory restrictions or due to other
reasons related to the company or a member of the Board of Directors, the annual
remuneration will be paid fully in cash. The Nomination and Compensation
Committee proposes in addition that a separate annual compensation is paid to
the members of the board committees as follows: Chairman of the Audit Committee
EUR 20,000 and members of the Audit Committee EUR 10,000, and Chairman of the
Nomination and Compensation Committee EUR 20,000 and members of the Nomination
and Compensation Committee EUR 10,000. The annual compensation of the members of
the board committees is proposed to be paid in cash. In addition, it is proposed
that annual compensation is not paid to a board member who is employed by the
company. Possible travel expenses are proposed to be reimbursed according to the
travel policy of the company.
12. Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to
the General Meeting that eight board members are elected.
However, should one or more of the proposed board members be unavailable for
election to the Board of Directors for any reason, the proposed number of board
members will be decreased accordingly.
13. Election of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to
the General Meeting that the following persons are elected to the Board of
Directors until the conclusion of the next annual general meeting so that each
candidate shall be considered separately in case of a possible vote:
a. Banmali Agrawala (present member)
b. Matti Alahuhta (present member)
c. Susan Duinhoven (present member)
d. Marika Fredriksson (present member)
e. Anna Herlin (new member)
f. Antti Herlin (present member)
g. Jussi Herlin (present member)
h. Timo Ihamuotila (present member)
The proposed new member of the Board of Directors, Ms. Anna Herlin, Master of
Arts and Master of Social Sciences, is born 1982 and is a Finnish citizen. She
has served as Vice-Chair of Security Trading Oy since 2016 and as Board Member
of the Tiina and Antti Herlin Foundation since 2014. Since 2024 she has worked
in both positions in an executive role. Previously she served as Head of
Development at Security Trading Oy and Tiina and Antti Herlin Foundation 2018
-2024, as Project Manager at the John Nurminen Foundation 2013-2018, and as
Planning Officer at the Finnish Academy of Fine Arts 2008-2009. Current key
position of trust, in addition to the ones mentioned above, is Board Member of
Sanoma Corporation (publicly listed company). Based on the evaluation of KONE's
Board of Directors, Anna Herlin is independent of the company and dependent of
its significant shareholders.
Of the proposed members of the Board of Directors, Banmali Agrawala, Matti
Alahuhta, Susan Duinhoven, Marika Fredriksson, Anna Herlin and Timo Ihamuotila
are independent of the company. With the exception of Antti Herlin, Anna Herlin
and Jussi Herlin, the other proposed Board members are independent of the
company's significant shareholders.
Should any of the aforementioned candidates not be available for election to the
Board of Directors for any reason, the remaining available candidates are
proposed to be elected according to the proposal.
All proposed individuals have consented to their election as board members.
The proposed new member of the Board of Directors is presented on the company's
website at https://www.kone.com/en/investors/annual-general-meetings/.
14. Resolution on the remuneration of the auditors
The Audit Committee of the Board of Directors proposes to the General Meeting
that the auditor to be elected is reimbursed as per their invoice approved by
the company.
15. Resolution on the number of auditors
The Audit Committee of the Board of Directors proposes to the General Meeting
that one auditor is elected for the company for a term ending at the conclusion
of the following annual general meeting.
16. Election of auditors
The Audit Committee of the Board of Directors proposes to the General Meeting
that authorized public accountants Ernst & Young Oy be re-elected as the auditor
of the company for a term ending at the conclusion of the following annual
general meeting.
Ernst & Young Oy has informed the company that authorized public accountant
Mikko Järventausta would act as the principal auditor.
17. Resolution on the remuneration of the sustainability reporting assurer
The Audit Committee of the Board of Directors proposes to the General Meeting
that the sustainability reporting assurer to be elected is reimbursed as per
their invoice approved by the company.
18. Election of the sustainability reporting assurer
The Audit Committee of the Board of Directors proposes to the General Meeting
that the sustainability audit firm Ernst & Young Oy be re-elected as the
company's sustainability reporting assurer for the term ending at the conclusion
of the following annual general meeting.
Ernst & Young Oy has informed the company that authorized public accountant,
authorized sustainability auditor Mikko Järventausta would act as the
principally responsible sustainability reporting assurer.
19. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares
The Board of Directors proposes to the General Meeting that the General Meeting
authorizes the Board of Directors to decide on the repurchase of not more than
52,930,000 own shares using the company's unrestricted equity, so that a maximum
of 7,620,000 class A shares and a maximum of 45,310,000 class B shares may be
repurchased, subject to the condition that the company and its subsidiaries may
collectively hold a maximum of 10 percent of all shares of the company at any
given time. The proposed maximum number of shares corresponds to approximately
10 percent of the company's registered number of shares and votes for each share
class on the date of this notice. 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 in public
trading 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 in public trading on the date of repurchase. Any shareholder
wishing to offer their class A shares for repurchase by the company must state
their intention to the company's Board of Directors in writing. The company may
deviate from the obligation to repurchase class A shares in proportion to the
shareholders' holdings if all the holders of class A shares give their consent.
Class B shares may be repurchased either by an offer made to all holders of
class B shares on the same terms or otherwise and other than in proportion to
the then existing shareholdings of the holders of class B shares. Class B shares
will be repurchased at a price determined in public trading at the time of the
repurchase.
Shares can be repurchased to be used, for example, as consideration in potential
corporate acquisitions or other arrangements related to the company's business
activities, to finance investments, to develop the company's capital structure,
for example, as a method of distributing excess capital, or to be held by the
company as treasury shares, otherwise disposed of or canceled, or used as part
of the company's incentive schemes.
The Board of Directors is authorized to decide on all other terms related to the
repurchase of the company's own shares.
The Board of Directors proposes that the authorization will be valid until the
conclusion of the following annual general meeting, however, at the latest until
30 June 2027. The authorization, when granted, would revoke the authorization to
decide on the repurchase of the company's own shares given to the Board of
Directors by the Annual General Meeting on 5 March 2025.
20. 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 Limited Liability Companies Act in one or several
instalments as follows:
The number of shares to be issued based on this authorization shall not exceed
7,620,000 class A shares and 45,310,000 class B shares. The proposed maximum
number of shares corresponds to approximately 10 percent of the company's
registered number of shares and votes for each share class on the date of this
notice. The Board of Directors is authorized to decide 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 either for consideration or without consideration.
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), if
there is a weighty financial reason for the company, such as using shares as
consideration in potential corporate acquisitions or other arrangements related
to the company's business, financing investments, developing the company's
capital structure, or implementing the company's incentive schemes, however so
that the Board of Directors may issue up to a maximum of 4,531,000 class B
shares as part of the company's incentive schemes, which corresponds to
approximately 0.86 percent of all the shares in the company.
The Board of Directors proposes that the authorization will be valid until the
conclusion of the following annual general meeting, however, at the latest until
30 June 2027. The authorization, when granted, would revoke the authorization to
decide on the issuance of shares given to the Board of Directors by the Annual
General Meeting on 5 March 2025.
21. Closing of the meeting
B. Documents of the General Meeting
The aforementioned proposals on the agenda of the General Meeting, the
remuneration report, this notice, as well as the Annual Review, which includes
the company's annual accounts, consolidated accounts, the report of the Board of
Directors, sustainability statement, the auditor's report, and the assurance
opinion on the sustainability reporting, are on view at KONE Corporation's
website at https://www.kone.com/en/investors/annual-general-meetings/. The
proposals for resolutions and other documents referred to above are also on view
at the General Meeting. The minutes of the General Meeting will be available on
the above-mentioned website no later than 19 March 2026.
C. Instructions for the participants in the General Meeting
1. Shareholders recorded in the shareholders' register
Each shareholder, who is registered in the shareholders' register of the company
held by Euroclear Finland Oy on the record date of the General Meeting, which is
23 February 2026, has the right to participate in the General Meeting. A
shareholder, whose shares are registered on their personal Finnish book-entry
account (including Finnish equity savings account), is registered in the
shareholders' register of the company. Any changes in the ownership of shares
after the record date of the General Meeting do not affect the right to
participate in the meeting or the number of votes of the shareholder.
Registration for the General Meeting commences on 6 February 2026. A
shareholder, who is registered in the shareholders' register of the company and
who wants to participate in the General Meeting, shall register for the meeting
no later than on 2 March 2026 at 15:00 p.m. by which time the notice must be
received. Such notice can be given:
a. via KONE Corporation's website at https://www.kone.com/en/investors/annual
-general-meetings/. Electronic registration requires strong identification of
the shareholder or their legal representative or proxy with Finnish, Swedish or
Danish online banking credentials or mobile ID.
b. by e-mail to Innovatics Oy using the address: agm@innovatics.fi.
Shareholders registering by e-mail shall include in the e-mail the registration
form available on the company's website at
https://www.kone.com/en/investors/annual-general-meetings/ or equivalent
information.
c. by mail to Innovatics Oy to the address Innovatics Oy, General Meeting /
KONE Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki. Shareholders
registering by mail shall include in the letter the registration form available
on the company's website https://www.kone.com/en/investors/annual-general
-meetings/ or equivalent information.
In connection with the registration, a shareholder shall provide the information
requested such as their name, date of birth or business identification number,
address, telephone number and email address as well as the name of any assistant
or proxy representative, the date of birth of a proxy representative as well as
the telephone number and e-mail address of the proxy representative. The
personal information is used only in connection with the General Meeting and
with the processing of related necessary registrations.
Further information on registration is available by telephone during the
registration period of the General Meeting by calling Innovatics Oy at +358 10
2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 13:00 p.m. to 16:00
p.m.
The shareholder, their authorized representative or proxy representative shall,
to the extent necessary, be able to prove their identity and/or right of
representation at the meeting venue.
2. 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 they on the record date
of the General Meeting, i.e. 23 February 2026, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Oy. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register of the company held by Euroclear
Finland Oy at the latest by 2 March 2026 by 10:00 a.m. (Finnish time). This is
considered due registration for holders of nominee registered shares wanting to
participate in the General Meeting. Any changes in the ownership of shares after
the record date of the General Meeting do not affect the right to participate in
the meeting or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request well in advance
necessary instructions regarding the registration in the temporary shareholder's
register of the company, the issuing of proxy documents and voting instructions,
and registration for the General Meeting from their custodian bank. The account
manager of the custodian bank must register a holder of nominee registered
shares, who wants to participate in the General Meeting, into the temporary
shareholders' register of the company at the latest by 2 March 2026 by 10:00
a.m. (Finnish time).
In order to take into consideration possible voting instructions of a holder of
nominee registered shares at the Annual General Meeting, it is required that the
shareholder has registered for the General Meeting and that the shareholder is
present or represented at the General Meeting.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their
shareholder rights at the meeting by way of proxy representation. A proxy
representative must personally identify him or herself in the electronic
registration using strong identification, after which they can register for the
General Meeting on behalf of the shareholder they represent. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate their right to represent the shareholder at the General
Meeting. A proxy template is available on the company's website at
https://www.kone.com/en/investors/annual-general-meetings/. If 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 are requested to be submitted preferably as an attachment
with the electronic registration at KONE Corporation's website at
https://www.kone.com/en/investors/annual-general-meetings/ or alternatively by
mail to Innovatics Oy, General Meeting / KONE Corporation, Ratamestarinkatu 13
A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi well in advance so that
they arrive no later than 2 March 2026 by 15:00 p.m. (Finnish time). In addition
to submitting the proxy documents, the shareholder or their proxy representative
shall register for the General Meeting in the manner described above in this
notice. The original proxy documents must be presented to the company upon
request.
Shareholders can also use Suomi.fi e-Authorization service instead of a
traditional power of attorney. To do so the shareholder must authorize its
representative in Suomi.fi e-Authorization at the address:
https://www.suomi.fi/e-authorizations by using the mandate “Representation at
the General Meeting”. In connection with the electronic registration to the
meeting, the authorized person must identify themself in the registration system
through strong electronic identification after which the e-Authorization is
automatically verified.
4. Other instructions and information
At the General Meeting, the primary language used will be Finnish, with some
parts in English. The review by the President and CEO will be held in English.
Pursuant to chapter 5, section 25 of the Finnish Limited Liability 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.
The shareholder and their possible authorized representative, legal
representative, or assistant must be able to prove their identity and/or right
of representation at the General Meeting.
On the date of this notice 6 February 2026, the total number of shares in KONE
Corporation is 529,395,860 shares constituted of 76,208,712 class A shares and
453,187,148 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. On the
date of this notice, the company holds 11,537,238 treasury class B shares.
Pursuant to the Limited Liability Companies Act, treasury shares or shares held
by a subsidiary do not entitle to participation in the General Meeting.
Each shareholder, who is registered in the shareholders' register of the company
held by Euroclear Finland Oy on the record date of the General Meeting, which is
23 February 2026, has a possibility to register to follow the General Meeting
via a webcast. Instructions how to register as a follower for the webcast and
how to follow the webcast are available on the company's website at
https://www.kone.com/en/investors/annual-general-meetings/. The shareholders
following the webcast may present written questions or comments during the
General Meeting through a chat functionality provided on the webcast platform.
Following the webcast or presenting written questions or comments is not
considered participation in the General Meeting or using shareholders' right to
request information or speak at the meeting in accordance with the Limited
Liability Companies Act. Written questions presented in the chat are not
questions referred to in the Limited Liability Companies Act. The written
questions and comments presented in the chat will be brought to the audience of
the General Meeting and answered in the General Meeting if the Chairperson of
the meeting considers it appropriate.
The participants of the General Meeting are kindly notified that coffee will be
served after the meeting.
In Helsinki, 6 February 2026
KONE Corporation
THE BOARD OF DIRECTORS
About KONE
At KONE, our purpose is to shape the future of cities. As a global leader in the
elevator and escalator industry, we move two billion people every day, making
their journeys safe, convenient, and reliable with smart and sustainable People
Flow®. In 2025, KONE had annual sales of EUR 11.2 billion, and at the end of the
year over 60,000 employees in close to 70 countries. KONE class B shares are
listed on the Nasdaq Helsinki Ltd. in Finland.
www.kone.com