Kesko Oyj : Notice of Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 23.02.2015 AT 09.00 1(5)

Notice of Annual General Meeting

Notice is hereby given to the shareholders of Kesko Corporation that the Annual General Meeting will be held at Messukeskus Helsinki's Conference Centre, Messuaukio 1 (Conference Centre entrance), Helsinki on Monday 13 April 2015 at 13.00. The reception desks for those registered for the meeting will open and voting tickets will be provided starting from 12.00 EET.

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 scrutinize 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 2014 financial statements, the report by the Board of Directors and the auditor's 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 proposes that a dividend of €1.50 per share be paid for the year 2014 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 the record date for the payment of dividend, 15 April 2015. No dividend is paid on own shares held by the company as treasury shares on the record date for the payment of dividend. The Board proposes that the dividend pay date be 22 April 2015.
 
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 attached to Kesko Corporation shares have informed the company that they will propose at the Annual General Meeting that a resolution be passed to leave the Board members' remuneration and the basis for reimbursement of their expenses unchanged. The fees and the basis for reimbursement of expenses are as follows:
 
The Board Chair is paid an annual remuneration of €80,000, the Board Deputy Chair €50,000, and a Board member €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 are paid and travel expenses are reimbursed to the Board members in accordance with the general travel rules of Kesko.
 
12. Resolution on the number of Board members
  
Shareholders jointly representing over 10% of the votes carried by Kesko Corporation shares have informed the company that they will propose at the Annual General Meeting that a resolution be passed to leave the number of members of the Board unchanged at the present seven (7).

13. Election of the Board members

Shareholders jointly representing over 10% of the votes attached to Kesko Corporation shares have informed the company that they will propose at the Annual General Meeting that retailer Esa Kiiskinen, retailer, Master of Science in Economics Tomi Korpisaari, retailer Toni Pokela, eMBA Mikael Aro (new member), Master of Science in Economics Matti Kyytsönen (new member), Master of Science in Economics Anu Nissinen (new member) and Master of Laws Kaarina Ståhlberg (new member) be elected as Board members.

The main biographical details of all Board member candidates are available on the company's website at www.kesko.fi/yhtiokokous.
 
14. Resolution on the auditor's fee and the basis for reimbursement of expenses
 
The Board's Audit Committee proposes to the General Meeting that the auditor's fee and expenses be reimbursed according to invoice approved by the company.
 
15. Election of the auditor
 
The Board's Audit Committee proposes to the General Meeting that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the company's auditor. PricewaterhouseCoopers Oy have announced that if they are elected as Kesko's auditor, Mikko Nieminen, APA, will be their auditor with principal responsibility.
 
16. Board's proposal for its authority to decide on share issue
 
The Board proposes that it be authorised to decide on the issuance of a total maximum of 20,000,000 new B shares in a share issue. The shares could be issued for payment to be subscribed by shareholders in a directed issue in proportion to their existing holdings of the company shares regardless of whether they hold A or B shares, or, deviating from the shareholder's pre-emptive right, in a directed issue, if there is a weighty financial reason for the company, such as using the shares to develop the company's capital structure and financing possible acquisitions, capital expenditure or other arrangements within the scope of the company's business operations. The amount paid for the shares would be recognised in the reserve of invested non-restricted equity.
 
The authority would also include the Board's authority to decide on the share subscription price, the right to issue shares for non-cash consideration and the right to make decisions on other matters concerning share issues. The authority would be valid until 30 June 2018 and it would cancel the Board's authority granted by the General Meeting of 16 April 2012 to issue a total maximum of 20,000,000 new B shares, which the Board has not used. The applied authority would not cancel the Board's authority granted by the Annual General Meeting of 8 April 2013 to issue a total maximum of 1,000,000 own B shares held by the company as treasury shares, which will be valid until 30 June 2017.
 
The Board's authority granted by the Annual General Meeting of 16 April 2012 to issue a total maximum of 20,000,000 new B shares will expire on 30 June 2015.
 

17. Donations for charitable purposes

The Board proposes that the General Meeting resolve to authorise the Board to decide on the donations in a total maximum of €300,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2016 and to authorise the Board to decide on the donation recipients, purposes of use and other terms of the donations.

18. 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/yhtiokokous/. Kesko Corporation's financial statements, the report by the Board of Directors and the auditor's report will be made available on the company's website on 20 March 2015. 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 on 27 April 2015 at the latest.

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 in the company's register of shareholders kept by Euroclear Finland Ltd on 30 March 2015. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company's register of shareholders.

A shareholder wishing to participate in the General Meeting should register for it no later than 8 April 2015 at 16.00 EET, by which time the registration will have to be received at the company. The registration can be made either

1. through the website at www.kesko.fi/yhtiokokous following the instructions provided there
2. by e-mail to keskoyhtiokokous@kesko.fi
3. by telephone +358 1053 23211 (from Monday to Friday between 9 and 16)
4. by fax +358 1053 23421, or
5. by letter to Kesko Corporation/Group Legal Affairs, Satamakatu 3, FI-00016 Kesko.

The registration information should include the shareholder's name, personal ID/business ID, address, telephone number and a 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 related necessary registrations.

2. Holder of a nominee registered share

Holders of nominee registered shares have the right to participate in the General Meeting by virtue of the shares which would entitle them to be registered in the shareholder register kept by Euroclear Finland Ltd on 30 March 2015. In addition, the participation requires that the shareholders are temporarily registered in the company's shareholder register by virtue of these shareholdings no later than 8 April 2015 at 10.00 EET. With respect to nominee registered shares, this constitutes the registration for the General Meeting.

Holders of nominee registered shares are advised to request instructions for registering in the shareholder register, submitting their proxy documents 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 wishing to participate in the Annual General Meeting to be registered in the company's temporary shareholder register no later than the above deadline.

3. Proxy representative and proxy documents

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. The proxy representative of a shareholder will have to produce a dated proxy document, or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives who represent the shareholder with shares on different securities accounts, the shares with which each proxy representative represents the shareholder are to be identified in connection with the registration.

Possible proxy documents are to be delivered in originals to the above address before the end of the registration period.

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 dealt with at the Meeting.

As at the publication date of the notice of the General Meeting, Kesko Corporation has a total of 31,737,007 A shares and 68,282,745 B shares, or 100,019,752 shares in aggregate. The A shares carry a total of 317,370,070 votes, and the B shares carry a total of 68,282,745 votes, or the aggregate number of votes carried by the shares is 385,652,815.

Helsinki, 9 February 2015

KESKO CORPORATION

BOARD OF DIRECTORS

Further information is available from Senior Vice President, Group General Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.

Kesko Corporation

Merja Haverinen
Vice President, Group Communications

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main news media
www.kesko.fi