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2016-02-22

Kesko Oyj : Notice of Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 22.02.2016 AT 09.00 1(6)

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 4 April 2016 at 13.00 EET. 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 2015 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 of Directors proposes that a dividend of €2.50 per share be paid for
the year 2015 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, 6 April
2016. 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 of Directors
proposes that the dividend pay date be 13 April 2016.

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 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 number of
members of the Board unchanged at the present seven (7).

13. Election of the Board members

According to article 4 of the Articles of Association, the term of office of
the Board of Directors' members is three (3) years, so that the term of
office 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 13 April 2015 resolved that the number of
Board members is seven (7). The Annual General Meeting held on 13 April 2015
elected seven (7) Board members for three-year terms expiring at the close of
the 2018 Annual General Meeting in accordance with the Articles of
Association. These Board members are retailer Esa Kiiskinen, Master of
Science in Economics Tomi Korpisaari, retailer Toni Pokela, eMBA Mikael Aro,
Master of Science in Economics Matti Kyytsönen, Master of Science in
Economics Anu Nissinen and Master of Laws Kaarina Ståhlberg.

Korpisaari and Ståhlberg have announced their resignations from the company's
Board of Directors as of 1 March 2016. The resignation announcements of
Korpisaari and Ståhlberg were published in stock exchange releases on 5
February 2016 and 15 February 2016. The shareholders referred to above
propose that Korpisaari and Ståhlberg be replaced by retailer, trade
technician Matti Naumanen and Master of Science in Economics, Managing
Director Jannica Fagerholm until the close of the Annual General Meeting to
be held in 2018. Both candidates have consented to the appointment.

The biographical details of Matti Naumanen and Jannica Fagerholm with more
detailed information on their earlier duties 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 of Directors' proposal for its authorisation to decide on the
acquisition of own shares

The Board of Directors proposes that the General Meeting resolve to authorise
the Board of Directors to decide on the acquisition of a maximum of 1,000,000
own B shares of the Company.

B shares are acquired with the Company's distributable unrestricted equity,
not in proportion to the shareholdings of shareholders, but at the market
price quoted in public trading organised by Nasdaq Helsinki Ltd ("the
exchange") at the date of acquisition. The shares are acquired and paid in
accordance with the rules of the exchange. The acquisition of own shares
reduces the amount of the Company's distributable unrestricted equity.

B shares are acquired for use in the development of the Company's capital
structure, to finance possible acquisitions, capital expenditure and/or other
arrangements within the scope of the Company's business operations, and to
implement the Company's commitment and incentive scheme.

The Board of Directors makes decisions concerning any other issues related to
the acquisition of own B shares.

The authorisation is valid until 30 September 2017.

17. Board of Directors' proposal for its authorisation to decide on share
issue

The Board of Directors proposes that it be authorised to decide on the
transfer of own B shares held by the Company in treasury.

Under the authorization, the Board of Directors is entitled to decide on the
transfer of a maximum of 1,000,000 B shares.

Own B shares held by the Company in treasury can 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 in treasury can also be issued in a directed
issue, departing 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 acquisitions, capital
expenditure or other arrangements within the scope of the Company's business
operations, and to implement the Company's commitment and incentive scheme.

Own B shares held by the Company in treasury can be transferred either against
or without payment. According to the Finnish Limited Liability Companies'
Act, a directed share issue can only be without payment, if the Company,
taking into account the best interests of all of its shareholders, has a
particularly weighty financial reason.

The amount possibly paid for the Company's own shares in connection with their
transfer is recorded in the reserve of unrestricted equity.

The Board of Directors makes decisions concerning any other issues related to
share issues.

The authorisation is valid until 30 June 2020, and it cancels the
authorisation given to the Board of Directors by the General Meeting of 8
April 2013 to transfer a total maximum of 1,000,000 B shares. The
authorisation applied for does not cancel the authorisation given to the
Board of Directors by the Annual General Meeting of 13 April 2015 to issue a
total maximum of 20,000,000 new B shares, valid until 30 June 2018.

18. Donations for charitable purposes

The Board of Directors proposes that the General Meeting resolve to authorise
the Board of Directors 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 2017 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 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 11 March 2016. 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 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 18 April 2016 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 21 March 2016. 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 30 March 2016 at 16.00 EET, by which time the
registration will have to be received at the Company. The registration can be
made either

a) through the website atwww.kesko.fi/yhtiokokousfollowing the instructions
provided there

b) by e-mail 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 Kesko Corporation/Group Legal Affairs, Satamakatu 3, FI-00016
Kesko.

The registration information should include the shareholder...

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