Annual General Meeting 2020
Stock exchange releases
Resolutions of Kesko Corporation's Annual General Meeting
Composition of the Committees of Kesko Corporation's Board of Directors
Minutes
The speech of Esa Kiiskinen, Chairman of the Board of Directors
The presentation of Mikko Helander, President and CEO
Webcast
Webcast: The review of the President and CEO Mikko Helander (translated from Finnish to English)
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Information published before the Annual General Meeting
Kesko Corporation's Annual General Meeting will be held at Kesko Corporation's main office building K-Kampus at Työpajankatu 12, 00580 Helsinki, on Tuesday 28 April 2020, starting at 10.30 am EET. Reception for those registered for the meeting will open and voting tickets will be provided starting at 9.30 am EET. There will be no refreshments served or gifts given at the meeting.
Measures related to the coronavirus epidemic
Kesko takes the COVID-19 coronavirus epidemic very seriously. Kesko urges its shareholders to seriously consider not attending the Annual General Meeting in person, as the meeting can only be held if the number of participants at the meeting venue complies with restrictions for gatherings set by Finnish authorities. Kesko will employ various precautionary measures to be able to hold the meeting and to ensure the safety of the people who must be present at the meeting venue.
Below is a list of actions shareholders can take instead of attending the General Meeting in person:
- Vote in advance or authorise Veli Siitonen, Attorney-at-Law or his designate to represent them at the General Meeting (free of charge)
- Follow the General Meeting via a live video stream
- Submit questions in writing in advance to the Company regarding matters to be reviewed at the General Meeting
Kesko will strive to keep the meeting and the presentations as short as possible, and only necessary matters included on the agenda of the Notice of General Meeting shall be discussed.
Following the General Meeting via live video stream and submitting questions in advance
Shareholders can follow the Annual General Meeting via a live video stream. Shareholders who follow the meeting online are not recorded in attendance and cannot vote or present questions via the video link.
To access the video stream, order a personal video link by Thursday 23 April 2020 by 10 am EET. Ordering a link requires strong identification using e.g. online banking codes or a mobile certificate. The link is activated for shareholders registered in Kesko’s register of shareholders on the Annual General Meeting record date 16 April 2020. The Annual General Meeting will be held in Finnish.
Shareholders registered in Kesko’s register of shareholders on the Annual General Meeting record date 16 April 2020 may submit questions to the Company regarding matters to be reviewed at the General Meeting in advance in writing until 20 April 2020 by 12 noon EET. Submitting questions requires strong identification using e.g. online banking codes or a mobile certificate. The Company shall strive to answer the questions at the General Meeting.
A shareholder does not need to register for the Annual General Meeting to be able to follow the meeting via video stream or to submit questions.
Period for video link order has ended |
Webcast of the President and CEO Mikko Helander
Webcast can be viewed as a recording after the meeting.
Right to participate and registration
Shareholders have the right to participate in the Annual General Meeting if they are registered in the Company's register of shareholders kept by Euroclear Finland Ltd on 16 April 2020. Shareholders whose shares are registered on their personal Finnish book-entry account are registered in Kesko’s register of shareholders.
A shareholder in the register of shareholders wishing to participate in the Annual General Meeting must register for the meeting by 20 April 2020 by 12.00 noon EET at the latest, by which time the registration will have to have been received by the Company. Shareholders are asked to provide their phone number or email address when they register, so that Kesko can contact them in matters related to the meeting arrangements, if necessary.
Shareholders do not need to register for the Annual General Meeting to be able to follow the meeting via video stream or to submit questions. Shareholders must register for the meeting in order to be able to authorise a proxy representative or to vote in advance even if the shareholders will not be attending the meeting in person.
The registration can be made either
a) online via this web page
b) by email to keskoagm@kesko.fi
c) by telephone +358 105 323 211 (from Monday to Friday between 9 and 16), or
e) by letter to Kesko Corporation/Group Legal Affairs, PO Box 1, FI-00016 Kesko.
Shareholders are asked to primarily register online, by email or by phone, as under the current circumstances it will be difficult for the Company to follow incoming mail regularly due to e.g. remote-work recommendations.
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.
Registrations submitted to the cancelled Annual General Meeting, convened to be held on 30 March 2020, shall not be valid for this reconvened Annual General Meeting. Therefore, shareholders who had registered for the previous meeting must re-register.
Notice of attendance period has ended |
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 Euroclear Finland Ltd on the Annual General Meeting record date 16 April 2020. Attendance also requires that the shareholder is temporarily registered in the Company's register of shareholders kept by Euroclear Finland Ltd by virtue of this shareholding by 23 April 2020 at 10.00 am EET at the latest. With respect to nominee-registered shares, this constitutes as registration for the General Meeting.
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.
Proxy representative and proxy documents
The use of a proxy representative requires that the shareholder registers for the General Meeting in the manner described above.
Authorising Veli Siitonen, Attorney-at-Law
Instead of coming to the meeting venue in person, shareholders can authorise Veli Siitonen, Attorney-at-Law or his designate to act as a proxy representative at the General Meeting, with no cost to the shareholder. The template power of attorney with voting instructions can be found below. The power of attorney is to be sent either as an e-mail attachment (PDF or photo) to veli.siitonen@merilampi.com, or by regular mail to Merilampi Attorneys Ltd, Veli Siitonen, Keskuskatu 7, FI-00100 HELSINKI, Finland, before the last date and time for registration.
Authorising other proxy representative
Shareholders may participate in the General Meeting and exercise their rights at the meeting also by way of other 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. Proxy documents and powers of attorney for authorising a third-party proxy representative should primarily be delivered as an e-mail attachment (PDF or photo) to keskoagm@kesko.fi, or as a secondary option, by mail to Kesko Corporation/Group Legal Affairs, PO Box 1, FI-00016 Kesko, before the last date and time for registration. The original proxy document should be presented at the Annual General Meeting at the latest, if required.
Voting in advance
Shareholders with a Finnish book-entry account may vote in advance on certain items on the General Meeting agenda via this web page between 7 April 2020 and 20 April 2020 by 12 noon EET. Unless a shareholder who is voting in advance is present in person or by proxy representative at the meeting, the shareholder cannot exercise their right under the Finnish Limited Liability Companies Act to request information or a vote in the meeting, and should a resolution proposal regarding any agenda item change after the beginning of the advance voting period, the shareholder’s possibility to vote on such an item may be restricted. The personal identity code or business ID and book-entry account number of the shareholder are required for voting in advance.
Through the advance voting service, a shareholder may vote in advance without attending the meeting. Advance votes will be taken into account if a vote is held at the General Meeting and if the shareholding has been entered in the Company’s register of shareholders kept by Euroclear Finland Ltd on the record date of the Annual General Meeting, 16 April 2020.
Shareholders can vote in advance on agenda items of their choosing. They can alter or cancel votes they have given during the advance voting period. Shareholders can print out a summary of the advance votes they have cast when the advance voting period has ended.
Advance voting period has ended |
Materials
Notice of the Annual General Meeting
Board’s proposals
Use of the profit shown on the balance sheet and resolution on the payment of dividend
Resolution on the Auditor's fee and the basis for reimbursement of expenses
Board of Director’s proposal for its authorisation to decide on the issuance of shares
Board of Directors’ proposal for establishing a shareholders’ nomination committee
Donations for charitable purposes
Remuneration policy for governing bodies in Kesko Corporation
Report by the Board of Directors, the financial statements for 2019 and the Auditor's report
Questions and Answers
Questions and Answers relating to the Annual General Meeting and its Agenda
Temporary register of shareholders
Kesko Corporation's temporary register of shareholders for the record date of the Annual General Meeting is available on 23 April 2020 after 10.00 am EET at Euroclear Finland Ltd's customer service, address Urho Kekkosen katu 5 C, 8th floor, Helsinki.
