KESKO CORPORATION STOCK EXCHANGE RELEASE 02.03.2009 AT 08.30 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, 30 March 2009 at 13.00. The reception desks for those
registered for the meeting open and coffee is available at 12.00.
A. Items on the agenda of the General Meeting and the order in which
they are handled
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 2008 financial statements,
the report of the Board of Directors and the auditors'
report
8. Adoption of the financial statements
and the consolidated financial statements
9. Distribution of the profits shown on the balance sheet
and resolution on the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a
dividend of €1.00 per share be paid for the year 2008 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 2 April 2009. The Board of Directors
proposes that the dividend pay date be 9 April 2009. In addition, the
Board of Directors proposes that €300,000 be reserved for charitable
donations.
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
expenses
Shareholders who jointly represent over 10% of the votes carried by
the Kesko Corporation shares have informed the company that their
proposal for a resolution on the Board members' fees at the Annual
General Meeting will be as follows:
the Chair of the Board is paid an annual fee of 80,000 euros, the
Deputy Chair of the Board 50,000 euros, and a member of the Board
37,000 euros. A meeting fee of 500 euros 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 euros per Committee meeting.
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 at the Annual General Meeting that the number of members of
the Board of Directors be seven (7).
13. Election of the 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 at the Annual General Meeting that Heikki Takamäki, Seppo
Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa Kiiskinen (new member),
Mikko Kosonen (new member), and Rauno Törrönen (new member) be
elected as Board members.
Esa Kiiskinen, b. 1963, is the retailer of K-supermarket Kontumarket
in Helsinki. He is a Business College Graduate. Mikko Kosonen, b.
1957, is the President of the Finnish Innovation Fund Sitra. He is a
Doctor of Science (Economics and Business Administration). Rauno
Törrönen, b. 1958, is a K-citymarket retailer in Joensuu. Essential
biographical information on all of the Board member candidates is
given on the company's website at www.kesko.fi.
14. Resolution on the auditor's fee and the basis for
reimbursement of
expenses
The Board of Directors' Audit Committee proposes to the Annual
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 Annual
General Meeting that the auditor of the company be the firm of
auditors PricewaterhouseCoopers Oy, Authorised Public Accountants,
who have announced Johan Kronberg, APA, to be the auditor with
principal responsibility.
16. The Board of Directors' proposal for the amendment of
Article 9 of the
Articles of Association
The Board of Directors proposes to the Annual General Meeting that
Article 9 of the Articles of Association, providing for the
convocation period, be amended so that the notice of the General
Meeting shall be given at the latest 21 days before the General
Meeting.
17. Authorisation of the Board of Directors to decide on share
issue
The Board of Directors proposes that the Annual General Meeting
authorise the Board of Directors to decide about the issuance of new
B shares. The new B shares could be issued against payment in a
directed issue either to company's shareholders in proportion to
their existing shareholdings regardless of whether they consist of A
or B shares, or, deviating from the shareholder's pre-emptive right,
in order for the issued shares to be used as consideration in
possible company acquisitions, other company business arrangements,
or to finance investments. The company must have a weighty financial
reason for deviating from the pre-emptive right. The number of new B
shares issued could be 20,000,000 at the maximum. The subscription
price of the new shares would be recognised in the reserve of
invested non-restricted equity.
The authorisation would also include an authorisation for the Board
of Directors to decide about share subscription price, to issue
shares against non-cash consideration, and to decide about other
matters relating to share issues.
The share issue authorisation would be valid until 30 March 2012. The
validity of the share issue authorisation in force at the date of
this notice will expire on 26 March 2009.
18. Closing of the meeting
B. Annual General Meeting documents
The Board of Directors' and its Audit Committee's proposals 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 consolidated
financial statements, the report by the Board of Directors and the
auditors' report, will be made available on the company website on
week 11. The Board of Directors' and its Audit Committee's proposals
and the financial statements documents will also be available at the
Annual 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 Annual General Meeting will be made available to
shareholders on the company's website on 13 April 2009 at the latest,
in compliance with the Finnish Corporate Governance Code.
C. Instructions for participants
1. Right to participate and registration
Shareholders have the right to participate in the Annual General
Meeting if they are registered as shareholders in the company's
register of shareholders kept by Euroclear Finland Ltd on 20 March
2009. Shareholders whose shares are registered on their personal
Finnish book-entry accounts are registered in the company's register
of shareholders.
Shareholders wishing to participate in the Annual General Meeting
shall notify the company not later than 23 March 2009 at 16.00,
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,
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 name. The information given by shareholders to Kesko
Corporation will only be used in connection with the Annual General
Meeting and when handling the required registrations.
In accordance with section 25, chapter 5 of the Limited Liability
Companies Act, shareholders participating in the Annual General
Meeting have the right to request information about matters handled
at the meeting.
2. Proxy representatives and proxy documents
A shareholder may participate in the Annual General Meeting by way of
proxy representation.
The representative shall produce a dated proxy document, or otherwise
provide reliable evidence of his/her right to represent the
shareholder. Shareholders may use the proxy form made available at
www.kesko.fi/Investors in giving the authorisation.
Original proxies shall be posted to Kesko Corporation, Legal Affairs,
Satamakatu 3, FI-00016 Kesko by the end of the registration period.
3. Holders of nominee registered shares
Holders of nominee registered shares wishing to participate in the
Annual General Meeting shall be registered in the register of the
company's shareholders on the record date of the Annual General
Meeting, 20 March 2009.
Holders of nominee registered shares are advised to request necessary
instructions for registering in the shareholder register, submitting
proxies and registering for the Annual General Meeting from their
custodian banks.
4. Other information
At the date of the notice of the Annual General Meeting, 2 March
2009, of all Kesko Corporation shares 31,737,007 were A shares and
66,114,043 were B shares, and the total number of shares was
97,851,050. At the date of the notice of the Annual General Meeting,
2 March 2009, the A shares carried 317,370,070 votes and the B shares
carried 66,114,043 votes, and the aggregate number of votes carried
by the company shares was 383,484,113. Copies of the company's
printed 2008 Annual Report are posted on request. Annual Reports can
be ordered at www.kesko.fi, or from Kesko Corporation, Corporate
Communications, Satamakatu 3, FI-00016 Kesko.
Helsinki, 4 February 2009
KESKO CORPORATION
BOARD OF DIRECTORS
Further information is available from Vice President, General Counsel
Anne Leppälä-Nilsson, tel. +358 1053 22347.
Kesko Corporation
Paavo Moilanen
Senior Vice President, Corporate Communications and Responsibility
DISTRIBUTION
Helsinki Stock Exchange
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