KESKO OYJ Shareholders of
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 attendance at the meeting and adoption of the list of votes
6. Review by the President and CEO
7. Presentation of the 2019 financial statements, report by the Board of Directors, and Auditor's Report
8. Adoption of the financial statements
9. Use of the profit shown on the balance sheet and resolution on the payment of dividend
The Board of Directors proposes to the Annual General Meeting that based on the adopted balance sheet, a dividend of €2.52 per share be paid for the year 2019 on shares held outside the Company at the date of dividend distribution. The remaining distributable assets will remain in equity. The Board proposes that the dividend be paid in two instalments.
The first instalment, €1.28 per share, is to be paid to shareholders registered in the Company's register of shareholders kept by
The second instalment is to be paid to shareholders registered in the Company's register of shareholders kept by
10. Resolution on discharging the Board members and the Managing Director from liability
11. Reviewing the Remuneration Policy for Governing Bodies
Presenting and reviewing the Company's Remuneration Policy for Governing Bodies approved by the Board of Directors. The remuneration policy is appended to this Notice of General Meeting and available at the Company's website at www.kesko.fi/en/investor/General-Meeting.
12. Resolution on the Board members' remuneration and the basis for reimbursement of their expenses
Shareholders jointly holding 15% of the votes attached to
· Board Chairman, an annual fee of €97,000
· Board Deputy Chairman, an annual fee of €60,000
· Board member, an annual fee of €45,000
· Board member who is the Chairman of the Audit Committee, an annual fee of €60,000
· A meeting fee of €500/meeting for a Board meeting and its Committee's meeting. The meeting fee for the Board Chairman is €1,000/Board meeting. However, a meeting fee of €1,000/Committee meeting is paid to a Committee Chairman who is not the Chairman or Deputy Chairman of the Board. The meeting fees are paid in cash.
· Daily allowances and the reimbursements of travel expenses are paid to the Board members in accordance with the general travel rules of Kesko.
It is proposed that the payment of the aforementioned annual fees be made in
13. Resolution on the auditor's fee and the basis for reimbursement of expenses
At the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor's fee and reimbursement of the auditor's expenses be paid according to an invoice approved by the Company.
14. Election of the auditor
At the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that based on a tendering of auditors, the firm of authorised public accountants
The Audit Committee's recommendation for the election of auditor is available on the Company's website at www.kesko.fi/en/investor/General-Meeting.
15. The Board of Directors' proposal on a share issue without payment (share split) and on the amendment of section 3 of the Company's Articles of Association
The Board of Directors proposes to the Annual General Meeting a resolution on a share issue without payment in order to enhance the liquidity of the Company's share. The Board also proposes a related amendment to section 3 ("Shares") of the Company's Articles of Association.
The Board proposes that new shares be issued to the shareholders without payment in proportion to their holdings so that three (3) new A shares are issued for each current A share, and three (3) new B shares are issued for each current B share. In addition, in the share issue without payment, new B shares will similarly be issued without payment to the Company on the basis of B shares held by the Company. Based on the number of shares on the date of the Board's proposal, a total of 95,211,021 new A shares and a total of 204,848,235 new B shares will be issued. The shares shall be issued to shareholders who are registered in the Company's register of shareholders kept by
A resolution on the share issue requires that section 3 of the Company's Articles of Association be amended so that the maximum number of B shares as well as the maximum aggregate number of A and B shares be increased. The Board proposes that the maximum numbers be increased to rounded figures so that the maximum number of B shares would be increased from 250,000,000 shares to 360,000,000 shares, and the maximum aggregate number of A and B shares would be increased from 400,000,000 shares to 610,000,000 shares. Each A share would continue to entitle the holder to ten (10) votes and each B share to one (1) vote.
The proposed new wording of section 3 of the Articles of Association is as follows:
"3 § Shares
The company has A shares and B shares. Concerning A shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), while concerning B shares the minimum number is one (1) and the maximum number three hundred and sixty million (360,000,000), provided that the total number of shares is at minimum two (2) and at maximum six hundred and ten million (610,000,000).
Each A share entitles the holder to ten (10) votes and each B share to one (1) vote.
The company's shares are included in the book-entry securities system."
16. Board of Directors' proposal for its authorisation to decide on the issuance of shares
The Board of Directors proposes to the Annual General Meeting that the Board be authorised to decide on the issuance of new B series shares as well as of own B shares held by the Company as treasury shares on the following terms and conditions:
Under the authorisation, the Board shall be authorised to take one or more decisions on the issuance of B shares, provided that the number of B shares thereby issued totals a maximum of 40,000,000 B shares. This number of shares is equivalent to approximately 10% of all shares in the Company after the new shares to be issued in a share issue without payment pursuant to the proposal of the Board of Directors have been registered.
B shares can be issued for subscription by shareholders in a directed issue in proportion to their existing holdings of shares in the Company, regardless of whether they own A or B shares. B shares can also be issued in a directed issue, departing from the shareholder's pre-emptive right, for a weighty financial reason for the Company, such as using the shares to develop the Company's capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the Company's business operations, or to implement the Company's commitment and incentive scheme. For the latter purpose, however, the maximum number of B shares that can be issued is 800,000 shares. This number of shares is equivalent to approximately 0.2% of all shares in the Company.
The new B shares may be issued only against payment. Own B shares held by the Company as treasury shares can be conveyed either against or without payment. According to the Finnish Limited Liability Companies Act, a directed share issue can only be without payment if an especially weighty financial reason exists thereto, both from the viewpoint of the Company's interests and taking into account the best interests of all its shareholders.
The Board of Directors shall decide on the subscription price of the shares upon the issuance of new shares, and the possible amount that is payable upon the conveyance of B shares held by the Company. The Board of Directors is also entitled to issue shares against non-monetary consideration. The subscription price and possible amount payable for the shares shall be recorded in the reserve for invested non-restricted equity.
The Board of Directors shall make decisions concerning any other matters related to the share issues.
The authorisation is valid until
If the Annual General Meeting does not approve the Board's proposal on a share issue without payment, the Board of Directors of
Under the authorisation, the Board shall be authorised to take one or more decisions on the conveyance of the B shares, provided that the number of B shares thereby conveyed totals a maximum of 200,000 B shares. This number of shares is equivalent to approximately 0.2% of all shares in the Company.
B shares can be conveyed to shareholders in a directed issue in proportion to their existing holdings of shares in the Company, regardless of whether they own A or B shares. B shares can also be conveyed in a directed issue, departing from the shareholder's pre-emptive right, for a weighty financial reason for the Company, such as using the shares to develop the Company's capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the Company's business operations, or to implement the Company's commitment and incentive scheme.
Own B shares held by the Company as treasury shares can be conveyed either against or without payment. According to the Finnish Limited Liability Companies Act, a directed share issue can only be without payment if an especially weighty financial reason exists thereto, both from the viewpoint of the Company interests and taking into account the best interests of all its shareholders.
The Board of Directors shall decide on the possible amount that is payable upon the conveyance of the B shares held by the Company. The Board of Directors is also entitled to convey shares against non-monetary consideration. The possible amount payable for the shares shall be recorded in the reserve for invested non-restricted equity.
The Board of Directors shall make decisions concerning any other matters related to the share issues.
The authorisation is valid until
17. Board Of Directors' proposal for establishing a Shareholders' Nomination Committee
The Board of Directors proposes that the Annual General Meeting resolve to establish a Shareholders' Nomination Committee, the duty of which would be to prepare proposals related to the number, election and remuneration of board members to the Annual General Meeting and, when necessary, to an Extraordinary General Meeting. According to the Board's proposal, the Shareholders' Nomination Committee would be established for the time being, until decided otherwise by the General Meeting. The Board proposes the confirmation of the rules of procedure of the Shareholders' Nomination Committee appended.
18. Donations for charitable purposes
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board to decide on donations in a total maximum of €1,000,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2021, and to authorise the Board to decide on the donation recipients, purposes of use, and other terms and conditions of the donations.
19. Closing of the meeting
B. General Meeting documents
The above resolution proposals on the agenda of the General Meeting, the Remuneration Policy for Governing Bodies, the rules of procedure of the Shareholders' Nomination Committee, as well as this notice of the meeting are available on
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
A shareholder in the register of shareholders wishing to participate in the General Meeting must register for the General Meeting by
a. online at www.kesko.fi/en/investor/General-Meeting following the instructions provided there
b. by email to keskoyhtiokokous@kesko.fi
c. by telephone +358 105 323 211 (from Monday to Friday between 9 and 16)
d. by fax +358 105 323 421, or
e. by letter to
The registration information must include the shareholder's name, personal ID/business ID, address, telephone number and a possible assistant's name or a proxy representative's name and personal ID. The personal data will only be used in connection with the General Meeting and when processing 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 Company's register of shareholders kept by
Holders of nominee-registered shares are advised to request instructions for registering in the register of shareholders, submitting their proxy documents and participating in the General Meeting from their custodian banks well in advance. The account operator of the custodian bank shall request a holder of a nominee-registered share wishing to participate in the Annual General Meeting to be temporarily registered in the Company's register of shareholders by the aforementioned deadline at the latest.
3. Proxy representative and proxy documents
Shareholders may participate in the General Meeting and exercise their 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 their 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 to the above registration address before the end of the registration period, either as originals by mail or as email attachments (e.g. pdf).
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.
Changes in the ownership of the shares that take place after the General Meeting record date do not affect the right to attend the General Meeting or the shareholder's number of votes.
As at the publication date of the notice of the meeting,
KESKO CORPORATION
BOARD OF DIRECTORS
Further information is available from
Appendix 1
Appendix 2 Rules of procedure of
DISTRIBUTION
Main news media
www.kesko.fi
https://news.cision.com/k-ryhma/r/notice-of-kesko-s-annual-general-meeting,c3035491
https://mb.cision.com/Public/13061/3035491/8aa2d499621b9836.pdf
https://mb.cision.com/Public/13061/3035491/8632bae8337a06ea.pdf
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