Articles of Association
§1
Company name and domicile
The company name is Kesko Oyj, which is Kesko Abp in Swedish, Kesko Corporation in English and Kesko AG in German.
The company domicile is Helsinki.
§2
Line of business
The company acts as the parent company of the Kesko Group and conducts the operations specified later both by itself and through subsidiaries and joint ventures.
The company carries on wholesale trade in consumer goods and capital goods. The company has consumer goods and other products made for it, and acts as an intermediary for raw materials, machines and equipment. The company also engages in distribution, forwarding, department store trade and other retail trade and restaurant business.
The company provides services which support entrepreneurial-based retail trade in particular. The company develops business and co-operation concepts for the retail trade, arranges the building of business premises and information management systems and sells and leases them, and acts as an intermediary for the products and services needed in retail trading.
The company engages in real estate and securities investment, as well as other investment activity. The company can also carry out other operations related to the business operations specified in this section.
§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.
§4
Board of Directors
The company has a Board of Directors, which is responsible for company management and the appropriate organisation of operations.
The Board of Directors is formed of at least five (5) but no more than eight (8) members.
The term of the Board of Directors' members is one (1) year, so that the term begins at the close of the General Meeting electing the member and expires at the close of the next Annual General Meeting.
The Board of Directors elects a Board Chair from among its members.
The Board of Directors meets at the Board Chair's request. The Board has a quorum when more than a half (1/2) of its members are present. If the votes are evenly divided, the opinion with which the Board Chair agrees shall become the decision.
§5
Managing Director
The company has a Managing Director who is the Chief Executive Officer.
§6
Auditor
The company’s auditor shall be an Authorised Public Accountants Organisation which shall designate an Authorised Public Accountant as the auditor with principal responsibility.
The term of the auditor is the financial period during which the auditor is elected. The auditor’s duties terminate at the close of the Annual General meeting following the auditor’s election.
7 §
Authorised sustainability auditor
The company’s authorised sustainability auditor shall be an Authorised Sustainability Audit Firm, which shall designate an authorised sustainability auditor as the principal authorised sustainability auditor.
The term of the authorised sustainability auditor is the financial period during which authorised sustainability auditor is elected. The duties of the authorised sustainability auditor terminate at the close of the Annual General meeting next following their election.
§8
Right of representation
The members of the Board of Directors, and the persons authorised by the Board of Directors, are entitled to sign for the company, always two (2) jointly.
§9
Financial period
The company's financial period is the calendar year.
§10
Notice of the General Meeting
The notice of a General Meeting shall be given to shareholders by means of publishing it on the company’s website at the earliest three (3) months and at the latest three (3) weeks before the General Meeting, but in any case, at least nine (9) days before the record date of the General Meeting referred to in the Limited Liability Companies Act.
To have the right to attend a General Meeting, shareholders shall register with the company not later than on the date given in the notice of the meeting, which date may not be earlier than ten (10) days prior to the meeting.
§11
Annual General Meeting
The Annual General Meeting shall be held by the end of June each year.
The following matters shall be on the agenda of the meeting:
Presentation of:
1. the financial statements including the consolidated financial statements, and the annual report;
2. the audit report;
Decisions on:
3. the adoption of the financial statements;
4. the use of the profit shown in the balance sheet;
5. the discharge from liability of the members of the Board of Directors and the Managing Director;
6. the fees and the basis for the reimbursement of expenses to the members of the Board of Directors, the auditor and the authorised sustainability auditor;
7. the number of the Board of Directors’ members;
Election of:
8. the members of the Board of Directors,
9. the auditor and
10. the authorised sustainability auditor.
