Notice of Annual General Meeting
KESKO CORPORATION STOCK EXCHANGE RELEASE 07.03.2011 AT 08.00 1(5)
Notice is given to Kesko Corporation's shareholders of the Annual General Meeting which will be held in the Helsinki Fair Centre's congress wing, Messuaukio 1 (congress wing entrance), Helsinki on Monday, 4 April 2011 at 13.00. The reception desks for those registered for the meeting are open, voting tickets are provided and coffee is served from 12.00.
A. Items on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and 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. Review by the President and CEO
7. Presentation of the 2010 financial statements, the report of the Board of Directors and the auditors' report
8. Adoption of the financial statements
9. Distribution of the profits shown on the balance sheet and resolution on the payment of dividend
The Board of Directors proposes that a dividend of €1.30 per share be paid for the year 2010 on the basis of the adopted balance sheet. The dividend is paid to shareholders registered in the company's register of shareholders kept by Euroclear Finland Ltd on 7 April 2011, the record date of dividend distribution. The Board of Directors proposes that the dividend pay date be 14 April 2011.
10. Resolution on discharging the Board members and the Managing Director from liability
11. Resolution on the Board members' fees and the basis for reimbursement of their expenses
Shareholders who jointly represent over 10% of the votes carried by the Kesko Corporation shares have informed the company that they will propose to the Annual General Meeting that the Board members' fees and the basis for reimbursement of their expenses be unchanged. The fees and the basis for reimbursement of expenses are as follows:
The Chair of the Board is paid an annual fee of €80,000, the Deputy Chair of the Board €50,000, and a member of the Board €37,000. A meeting fee of €500 per meeting is paid for a Board meeting and its Committee's meeting, with the exception that the Chair of a Committee who is not the Chair or the Deputy Chair of the Board is paid €1,000 per Committee meeting. Daily allowances and compensation for travelling expenses are paid to the members of the Board in accordance with the general travel rules of Kesko.
12. Resolution on the number of members of the Board of Directors
Shareholders who jointly represent over 10% of the votes carried by the Kesko Corporation shares have informed the company that they will propose to the Annual General Meeting that the number of members of the Board of Directors be seven (7) as at present.
13. Election of the members of the Board of Directors
According to Article 4 of the Articles of Association, the term of the Board of Directors' members is three (3) years, so that the term begins at the close of the General Meeting electing the members and expires at the close of the third (3rd) subsequent Annual General Meeting.
The Annual General Meeting held on 30 March 2009 resolved that the number of members of the Board of Directors is seven (7), and elected seven (7) members for terms provided for in the Articles of Association which will expire at the close of the Annual General Meeting to be held in 2012. The then elected Board members are Heikki Takamäki, Seppo Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa Kiiskinen, Mikko Kosonen and Rauno Törrönen. The Annual General Meeting held on 29 March 2010 resolved that the number of members of the Board of Directors remains unchanged at seven (7).
14. Resolution on the auditor's fee and the basis for reimbursement of expenses
The Board of Directors' Audit Committee proposes to the General Meeting that the auditor's fee be paid and expenses reimbursed according to invoice approved by the company.
15. Election of the auditor
The Board of Directors' Audit Committee proposes to the General Meeting that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, who have announced Johan Kronberg, APA, to be the auditor with principal responsibility, be elected as the auditor of the company.
16. The Board of Directors' proposal for the authorisation to acquire own shares
The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board to decide on the acquisition of a maximum of 1,000,000 own B shares.
Own shares would be acquired with the company's unrestricted equity not in proportion to shares held by shareholders but at the market price quoted in public trading organised by NASDAQ OMX Helsinki Ltd ("stock exchange") at the time of acquisition. The shares would be acquired and paid in accordance with the rules of the stock exchange.
The shares would be acquired to be used in the development of the company's capital structure, to finance possible business acquisitions, investments and/or other arrangements within the scope of the company's business operations, and to implement the company's incentive plan.
The Board of Directors makes decisions concerning other issues related to the acquisition of own B shares. The authorisation is valid until 30 September 2012.
17. The Board of Directors' proposal for share issue authorisation
The Board of Directors proposes that it would be authorised to make decisions concerning the issuance of own B shares held by the company.
By virtue of the authorisation, the Board of Directors would be authorised to make decisions concerning the issuance of a maximum of 1,000,000 B shares.
Own B shares held by the company could be issued for subscription by shareholders in a directed issue in proportion to their existing holdings of the company shares, regardless of whether they own A or B shares.
Own B shares held by the company could also be issued in a directed issue, deviating from the shareholder's pre-emptive right, for a weighty financial reason of the company, such as using the shares to develop the company's capital structure, to finance possible business acquisitions, investments or other arrangements within the scope of the company's business operations, and to implement the company's incentive plan.
Own B shares held by the company could be delivered either against or without consideration. According to the Finnish Limited Liability Companies' Act, a directed share issue can only be without consideration, if the company, taking into account the best interests of all of its shareholders, has a particularly weighty financial reason for that.
The amount possibly paid for the company's own shares would be recorded in the reserve of unrestricted equity.
The Board of Directors makes decisions concerning any other issues related to share issuances. The authorisation is valid until 30 June 2014, and it does not cancel the share issue authorisation given to the Board of Directors by the Annual General Meeting of 30 March 2009.
18. Donations for charitable purposes
The Board of Directors proposes that the General Meeting resolve to authorise it to decide in 2011 on the donations of a total maximum of €300,000 for charitable or corresponding purposes, and to authorise the Board of Directors to decide on the donation recipients, purposes of use and other terms of the donations.
19. Closing of the meeting
B. General Meeting documents
The above resolution proposals on the agenda of the General Meeting, as well as this notice of the meeting are available on Kesko Corporation's website at www.kesko.fi/Investors. Kesko Corporation's Annual Report, including the company's financial statements, the report by the Board of Directors and the auditors' report, will be made available on the company website on 11 March 2011. The resolution proposals and the other documents mentioned above will also be available at the General Meeting, and copies of the documents and of this notice of the meeting will be sent to shareholders on request. The minutes of the General Meeting will be made available to shareholders on the company's website from 18 April 2011.
C. Instructions for meeting participants
1. Right to participate and registration
Shareholders have the right to participate in the General Meeting if they are registered as shareholders in the company's register of shareholders kept by Euroclear Finland Ltd on 23 March 2011. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company's register of shareholders.
A shareholder registered in the company's register of shareholders wishing to participate in the General Meeting shall notify it to the company no later than 30 March 2011 at 16.00, by which time the notice of participation must be received by the company. The notification can be made either
a) through the Internet at www.kesko.fi/Investors following the instructions therein,
b) by e-mail to taina.hohtari @ kesko.fi,
c) by telephone +358 1053 23211 (from Monday to Friday between 9 and 16 EET),
d) by fax +358 1053 23421, or
e) by letter to Kesko Corporation, Legal Affairs, Satamakatu 3, FI-00016 Kesko.
The registration information shall include the shareholder's name, personal ID/business ID, address, telephone number and possible assistant's or proxy representative's name and personal ID. The personal information will only be used in connection with the General Meeting and when handling the related necessary registrations.
2. Holder of a nominee registered share
A holder of a nominee registered share has the right to participate in the General Meeting by virtue of the shares which would entitle him/her to be registered in the shareholder register kept by Euroclear Finland Ltd on 23 March 2011. In addition, the participation requires that the shareholder is registered in the temporary register of the company's shareholders by virtue of this shareholding no later than 30 March 2011 at 10.00. With respect to nominee registered shares, this constitutes the registration for the General Meeting.
A holder of a nominee registered share is advised to request instructions for registering in the shareholder register, submitting proxies and participating in the General Meeting from their custodian banks well in advance. The account management organisation of the custodian bank shall request a holder of a nominee registered share to be temporarily registered in the company's shareholder register no later than the above date and hour.
3. 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. The proxy representative shall produce a dated proxy document, or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. 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.
Possible proxy documents should be delivered in originals to the above address before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the 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 Meeting.
On the date of the notice of the General Meeting Kesko Corporation had 31,737,007 A shares and 66,904,285 B shares, and the total number of shares was 98,641,292. The A shares carry 317,370,070 votes, the B shares carry 66,904,285 votes, and the aggregate number of votes carried by the shares is 384,274,355.
Helsinki, 2 February 2011
BOARD OF DIRECTORS
Further information is available from Vice President, General Counsel Anne Leppälä-Nilsson, tel. +358 1053 22347.
Senior Vice President, Corporate Communications and Responsibility
NASDAQ OMX Helsinki
Main news media
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Source: Kesko Oyj via Thomson Reuters ONE
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