KONE Corporation, stock exchange release, June 3, 2026 at 11:45 a.m. EEST
KONE Corporation's Extraordinary General Meeting has approved the proposed resolutions related to the TK Elevator transaction
KONE Corporation's Extraordinary General Meeting was held in Helsinki on June 3, 2026. The General Meeting approved the proposed resolutions related to the Transaction: an authorization to issue class B shares and the election of two new members to the Board of Directors.
KONE Corporation ("KONE") announced on April 29, 2026 that KONE and Vertical Topco I S.A. (the "Seller") have entered into a share purchase agreement (the "Share Purchase Agreement"), pursuant to which KONE would acquire the entire issued share capital of Vertical Topco II S.A., which holds all of the assets of TK Elevator Group and is a wholly-owned direct subsidiary of the Seller (the "Transaction"). The rationale, details and terms of the Transaction are described in the stock exchange release concerning the Transaction published on April 29, 2026.
Pursuant to the Share Purchase Agreement, the consideration to be paid by KONE to the Seller upon completion of the Transaction would consist of a combination of EUR 5 billion in cash (the "Cash Consideration") and a maximum share consideration of 270 million newly issued KONE class B shares (the "Share Consideration") as further described in the Transaction announcement of 29 April 2026. Both the Cash Consideration and the Share Consideration are subject to adjustments and will be finally determined in connection with completion of the Transaction, which is currently expected to take place at the earliest during the second quarter of 2027. Completion of the Transaction is subject to all conditions to completion under the Share Purchase Agreement and on the regulatory conditions to completion of the Transaction having been satisfied or waived.
According to the Share Purchase Agreement, the Seller is from the date of completion of the Transaction entitled to appoint two of the members of the Board of Directors of KONE, one of whom would serve as co-vice chair. The Seller's board nomination right reduces to one director upon the ownership of the Seller in KONE, together with certain of its affiliates and direct and indirect shareholders, afforded by the class B shares received as Share Consideration as set out in the Share Purchase Agreement, falling below 15 per cent of the total shares in KONE, and terminates upon the ownership of the Seller in KONE, together with certain of its affiliates and direct and indirect shareholders, as set out in the Share Purchase Agreement, falling below 10 per cent of the total shares in KONE.
Resolutions of the Extraordinary General Meeting on June 3, 2026
KONE Corporation's General Meeting approved all resolutions as proposed in relation to the Transaction.
The General Meeting authorized, in accordance with the proposal, the Board of Directors to resolve, on one or several occasions, upon the issuance of up to a maximum of 270,000,000 new class B shares in KONE in deviation from the shareholders' pre-emptive rights (directed share issue).
The authorization may be used only for the issuance of the Share Consideration to the Seller in connection with the conveyance of all the shares in Vertical Topco II S.A. to KONE against the Share Consideration and the Cash Consideration, pursuant to the terms of the Share Purchase Agreement. The Board of Directors was authorized to decide on all other terms relating to the issuance of new class B shares in KONE pursuant to the authorization, including the issuance of class B shares against consideration in kind or set-off.
The authorization is valid until June 3, 2031 and the authorization does not revoke the authorization to resolve upon a share issue granted to the Board of Directors by the Annual General Meeting held on March 5, 2026.
Furthermore, as proposed, the General Meeting resolved to increase the number of members of the Board of Directors of KONE to ten (10), and elected Ranjan Sen and Bruno Schick as new members of the Board of Directors.
The resolutions regarding increasing the number of members of the Board of Directors and election of the new members to the Board of Directors are conditional upon the completion of the Transaction, i.e., the resolutions will enter into force on the date on which completion of the Transaction occurs.
The current eight (8) members of the Board of Directors elected by the Annual General Meeting on 5 March 2026, Banmali Agrawala, Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Anna Herlin, Antti Herlin, Jussi Herlin, and Timo Ihamuotila will continue in their positions until the conclusion of the next annual general meeting.
For further information, please contact:
Natalia Valtasaari, Head of Investor Relations, tel. +358 204 75 4705
Sender:
KONE Corporation
Niina Vilske
Secretary to the Board
Ilkka Hara
CFO
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
