General Meeting

The Annual General Meeting is held annually by the end of June, on a date determined by the company's Board, and the meeting deals with matters falling within the competence of the Annual General Meeting and possible other proposals to the General Meeting. Kesko's Annual General Meeting has usually been held in March-April. If needed, the company may also hold Extraordinary General Meetings.

The General Meetings are convened by the company's Board of Directors. An Extraordinary General Meeting shall also be convened if shareholders with at least 10% of all shares so demand in writing in order to deal with a given matter. As a rule, the General Meeting handles matters proposed by the company's Board of Directors.

Kesko's Annual General Meeting 2024

Previous General Meetings

 
Major matters within the competence of the General Meeting

The most significant matters falling within the competence of the General Meeting include:

• resolution on the number of Board members
• election of Board members
• resolutions on the remuneration and financial benefits of Board members and members of the Board Committees
• election of the auditor and resolution on the fee
• election of the authorised sustainability auditor and resolution on the fee
• adoption of the financial statements
• resolution on the distribution of the company's assets, such as profit distribution
• resolution on discharging the Board and the Managing Director from liability
• amending the Articles of Association
• resolution on share issues

Nomination of Board member candidates and election of Board members

The Annual General Meeting of Kesko Corporation 2020 made a resolution to establish the Shareholders' Nomination Committee ("Nomination Committee"). The Nomination Committee is a body of Kesko shareholders the purpose of which is 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. The main duty of the Nomination Committee is to ensure that the Board of Directors and its members have the expertise, knowhow and experience adequate for Kesko's needs, and to prepare reasoned proposals for this purpose to the General Meeting.

The number of Board members is resolved and the members are elected by majority votes at the General Meeting.

The Shareholders' Nomination Committee

Shareholders' right to put matters on the agenda of a General Meeting

A shareholder has the right to put matters on the agenda of an Annual General Meeting if such item falls within the shareholders' decision-making power by virtue of the Finnish Limited Liability Companies Act and if the shareholder demands it in writing by submitting a request addressed to the company's Board of Directors. The date on which the request is to be made is indicated at www.kesko.fi/agm. The date will be announced by the end of the financial year preceding the Annual General Meeting. A written request, together with a proposal for a resolution shall be sent to Kesko Corporation, Kesko Group's Legal Affairs, PO Box 1, FI-00016 KESKO, or by e-mail to keskoagm@kesko.fi. The shareholder who makes the request also has the duty to ensure that their proposal for a resolution enables the Annual General Meeting to make a resolution on the matter.

Convening the General Meeting

Shareholders are invited to the General Meeting by a notice published on Kesko's website at www.kesko.fi specifying, among other things:

• the name of the company, the time and place of the General Meeting
• the Board's proposed agenda for the General Meeting
• the proposals related to the remuneration of Board members and the proposals for the number and Board members with biographical information made by the Shareholders' Nomination Committee
• the Board's proposal for the auditor
• other proposals by the Board and shareholders to the General Meeting
• a mention of the procedures that a shareholder must follow in order to attend the General Meeting and vote at it
• a mention of the procedures that a shareholder must follow in order to attend the General Meeting and cast votes in it
• a mention of the procedures that a shareholder must follow in order to attend the General Meeting by proxy
• a mention of a shareholder's right to ask questions related to items on the agenda of the General Meeting
• the date on which a person must be listed as a shareholder in the company's shareholder register in order to have the right to attend the General Meeting and vote at it (so-called record date of the General Meeting)
• the place where the General Meeting documents and draft resolutions are available
• the total number of company shares and voting rights by share type at the date of convocation
• the address of the company website www.kesko.fi.

The notice of the meeting is published no earlier than three (3) months and no later than three (3) weeks before the General Meeting, but at least nine (9) days before the record date of the General Meeting, referred to in the Finnish Limited Liability Companies Act. The notice of the meeting and the proposals of the company's Board to the General Meeting are published in a stock exchange release. The proposals for the number of Board members, for Board members and for Board members' fees made by the Shareholders' Nomination Committee are also published in a stock exchange release.

Availability of meeting documents

The notice of the General Meeting and the following information are made available to shareholders on the company's website at least 21 days before the General Meeting:

• the documents to be submitted to the General Meeting, such as the Report by the Board of Directors, and the consolidated and the company's financial statements
• draft resolutions proposed to the General Meeting.

Right to attend the General Meeting

Shareholders have the right to attend the General Meeting if they are registered as shareholders in the company's register of shareholders kept by Euroclear Finland Ltd at the record date of the General Meeting separately announced by the company. Shareholders must register for the General Meeting in advance, on the date given in the notice of the General Meeting at the latest, which can be no earlier than ten (10) days before the meeting. Shareholders may attend the meeting themselves, or authorise proxy representatives. If a shareholder has more than one securities accounts, he or she can appoint different proxy representatives to represent his or her shares held in different securities accounts. A proxy representative shall produce a proxy document or otherwise provide reliable evidence of the right to represent a shareholder. A shareholder or a proxy representative can have one (1) assistant at the General Meeting.

Minutes of the General Meeting

The minutes of the General Meeting are recorded and made available to shareholders on the company's website, together with voting results and appendices relating to the resolutions of the General Meeting within two (2) weeks from the General Meeting. Appendices to the resolutions of the General Meeting are available on the company's website only insofar they describe the actual content of the resolution. The resolutions of the General Meeting are also published in a stock exchange release immediately after the General Meeting.

Presence of governing bodies at the General Meeting

The company aims for all Kesko Board members, the President and CEO, and the auditor to be present at the Annual General Meeting. An Extraordinary General Meeting is attended by the Chair of the company's Board, a sufficient number of members of the Board and its committees, and the President and CEO. A first-time candidate for the Board of Directors is present at the General Meeting resolving on the election, unless there is a weighty reason for his or her absence.

Share series

Kesko has share series A and B, which differ only with respect to the votes they carry. An A share carries ten (10) votes and a B share carries one (1) vote at the General Meeting. When votes are taken, the proposal supported by more than half of the votes will primarily be the resolution of the General Meeting, in accordance with the Limited Liability Companies Act. However, pursuant to the Act, certain decisions – such as decisions to amend the articles of association and decisions on directed share issues – require a qualified majority of two-thirds of the votes cast and represented at the meeting. The Limited Liability Companies Act provides that specific shareholders or all shareholders must consent to a decision limiting the rights arising from shares or increasing the obligations of shareholders. Basic share information

Kesko's Articles of Association do not include redemption clauses or voting restrictions. The company is not aware of shareholder agreements on the use of voting rights in the company, or agreements restricting the transfer of company shares.