Kesko’s Annual General Meeting 2021
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
Important dates
- 15 March 2021 Notice of AGM published
- Week 11 Financial statements, Report by the Board of Directors, the Auditor’s Report and Remuneration Report available
- 22 March 2021 at 4.00 pm EET Deadline for shareholders’ counterproposals
- 23 March 2021 Possible counterproposals published on this webpage
- 24 March 2021 at the latest Registration for the meeting and advance voting period commence
- 24 March 2021 Last day for shareholders to present questions in advance
- 29 March 2021 Record date of the AGM
- 31 March 2021 Responses to shareholders’ advance questions available on this webpage
- 6 April 2021 at 10.00 am EET Deadline for proxy document and voting instructions if a shareholder uses the proxy authorisation service provided by the Company
- 6 April 2021 at 4.00 pm EET Registration for the meeting and advance voting close. Registration instructions and deadlines of the nominee-registered shareholders can be found at the AGM notice.
- 6 April 2021 at 4.00 pm EET Ordering the live stream link closes
- 12 April 2021 at 1.00 pm EET AGM live stream
Registration for the meeting, advance voting and ordering the live stream link is closed
Right to participate
Each shareholder registered in the Company’s register of shareholders kept by Euroclear Finland Ltd on the record date of the General Meeting, 29 March 2021, has the right to participate in the General Meeting. Shareholders whose shares are registered on their personal Finnish book-entry account are registered in the Company’s register of shareholders.
Notice of participation and voting in advance
Registration for the General Meeting and advance voting begin when the deadline for making counterproposals has expired and the Company has published the possible counterproposals to be put to a vote on the Company’s website, but no later than on 24 March 2021. A shareholder registered in the Company’s register of shareholders wishing to participate in the General Meeting by voting in advance, must register for the General Meeting and vote in advance by 6 April 2021 at 4.00 pm EET at the latest by which time the notice of participation and the votes must be received.
Shareholders with a Finnish book-entry account may register and vote in advance on certain matters on the agenda of the General Meeting within the registration and advance voting period by the following means:
a) On the Company’s website
Advance votes can be checked here.
Registration and advance voting require strong electronic identification (online banking codes or Mobile ID) for natural persons, and business ID and the shareholder’s book-entry account number for legal persons.
b) By e-mail or regular mail
A shareholder voting in advance by e-mail or regular mail must deliver the advance voting form available below to Euroclear Finland Ltd by e-mail to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Ltd, Yhtiökokous / Kesko Corporation, PO Box 1110, FI-00101 Helsinki, Finland.
If a shareholder participates in the General Meeting by delivering advance votes by e-mail or regular mail to Euroclear Finland Ltd, the delivery of the votes before the deadline for delivering the notice of participation and the advance voting period has expired shall constitute due registration for the General Meeting provided that the shareholder’s message includes the information required for the registration set out in the advance voting form.
Shareholders must submit the requested information, such as their identification and contact details in connection with the registration. Personal data disclosed in connection with a shareholder’s registration will be used only in connection with the General Meeting and the thereto related necessary processing of registrations.
Additional information is also available by telephone at +358 10 532 3211 (Monday to Friday between 9.00 am and 4.00 pm EET).
Proxy representative and powers of attorney
Shareholders can participate in the General Meeting and exercise their rights thereat by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares on different book-entry accounts, the shares by which each representative represents the shareholder shall be identified in connection with the registration.
Shareholders who will not vote in advance themselves may, without any cost to the shareholder, use the Company’s proxy authorisation service and authorise Veli Siitonen, Attorney-at-Law of Merilampi Attorneys Ltd., or another of the Company independent Attorney-at-Law appointed by him to exercise the shareholder’s voting rights at the General Meeting in accordance with the voting instructions given by the shareholder. A signed proxy document including the advance voting form must be delivered to Veli Siitonen, Attorney-at-Law, by e-mail or regular mail (contact details below) no later than on 6 April 2021 at 10.00 am EET, by which time the documents must be received.
Further information on the designated proxy representative is available on the website www.merilampi.com/ihmiset/specialist-counsel/veli-siitonen/ and his contact details are:
e-mail: veli.siitonen@merilampi.com
postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100 Helsinki, Finland
Shareholders may participate in the General Meeting and exercise their rights thereat also by appointing another proxy representative of their choice. A proxy representative appointed by a shareholder must also vote in advance in the herein described manner (a proxy representative cannot vote in the electronic advance voting system). A proxy representative must deliver a signed proxy document given to him/her including the advance voting form or corresponding information by regular mail to Euroclear Finland Ltd, Yhtiökokous / Kesko Corporation, PO Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu no later than on 6 April 2021 at 4.00 pm EET, by which time the documents or corresponding information must be received. Delivery of the proxy document to Euroclear Finland Ltd before the end of the registration period shall constitute due registration for the General Meeting.
AGM live stream
Shareholders may follow the General Meeting on the Company’s website at www.kesko.fi/agm by ordering a personal link to the live stream by 6 April 2021 at 4.00 pm EET at the latest. Ordering the link requires strong electronic identification by means of online banking codes or Mobile ID. Holders of nominee-registered shares, who cannot order the link on the website, may contact the Company by e-mail keskoagm@kesko.fi by the aforementioned time in order to obtain the link. The link will be activated for the shareholders who are registered in Kesko’s register of shareholders on the record date of the General Meeting, 29 March 2021. Ordering a link does not require participation registration for the meeting or advance voting. The language of the meeting is Finnish. Shareholders following the General Meeting in this way are not considered to be participating in the General Meeting based on only following the Meeting, and the resolutions of the General Meeting shall be made based solely on the advance voting.
Making counterproposals and submitting questions
Shareholders holding at least one-hundredth (1/100) of all shares in the Company within the meaning of the Temporary Act have a right to make a counterproposal to the proposed resolution on the agenda of the General Meeting to be put to a vote. Such counterproposals must be delivered to the Company by e-mail to keskoagm@kesko.fi by no later than 22 March 2021 at 4.00 pm EET. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholding. A counterproposal will be considered at the General Meeting provided that the shareholder has the right to participate in the General Meeting, the shareholder has registered for the General Meeting, and the shareholder holds shares corresponding to at least one-hundredth of all shares in the Company on the record date of the General Meeting. Should the counterproposal not be taken up for consideration in the General Meeting, votes given on favour of the counterproposal will not be taken into consideration. The Company will publish counterproposals to be put to a vote, if any, on the Company’s website at www.kesko.fi/agm on 23 March 2021 at the latest.
The Company received no counterproposals to be put to a vote.
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who has the right to participate in the General Meeting as set out in section C.1 or C.4 of the Annual General Meeting Notice, has the right to submit questions with respect to the matters to be considered at the General Meeting until 24 March 2021 by sending them by e-mail to keskoagm@kesko.fi. Such questions from shareholders, the Company’s answers to them as well as counterproposals other than those put to a vote will be made available on the Company’s website at www.kesko.fi/agm on 31 March 2021 at the latest. As a prerequisite for submitting questions, shareholders must present adequate proof of their shareholding upon request.
Questions and Answers relating to the Annual General Meeting
Holders of nominee-registered shares
Instructions of the nominee-registered shareholders can be found at the AGM notice.
Materials
Notice of the Annual General Meeting
Board’s proposals
Adoption of the financial statements
Use of the profit shown on the balance sheet and resolution on the payment of dividend
Reviewing the Remuneration Report for Governing Bodies
Resolution on the Auditor's fee and the basis for reimbursement of expenses
Board of Directors’ proposal for its authorisation to decide on the issuance of shares
Donations for charitable purposes
Proposals of the Shareholders' Nomination Committee
Board member candidates' biographical details
Video introduction of proposed new Board members
Report by the Board of Directors, the financial statements for 2020 and the Auditor's report
Changes in withholding taxation of dividends as of 1 January 2021
Finland has changed the withholding tax regime applicable on dividends paid to holders of nominee registered shares as of 1 January 2021. The new rules amend the procedure of granting treaty benefits at source. In practice, as of 2021, the relief at source is not necessarily applicable for all the shareholders of Kesko Corporation who have in earlier years benefitted from the reduced withholding tax rates.
Foreign holders of nominee registered shares
From the beginning of 2021, withholding tax of 35% will, as a starting point, be applied to dividend payments made on nominee registered shares held by non-Finnish tax residents. However, a lower withholding tax rate (e.g. based on a tax treaty) may be applied, if a custodian has registered with the Tax Administration’s Public Register of Authorised Intermediaries and has advised of a lower withholding based on the required additional information collected by them.
Tax withheld in excess can be reclaimed from the Finnish Tax Administration after the year of the dividend payment. Reclaim application can be submitted to the Finnish Tax Administration either on paper (form for corporate entities here, and for individuals here) or electronically.
You may also be able to receive a refund already during the year of dividend payment via your registered custodian. Please contact your custodian for further information on the so called quick refund procedure.
Additional information on withholding tax reclaims can be obtained from the Finnish Tax Administration either:
- by e-mail whtreclaims@vero.fi (for corporations only); or
- via the Tax Administration’s general telephone and chat helplines (for both individuals and corporations)
Please note that Kesko does not process applications for withholding tax reclaims nor respond to enquiries regarding withholding taxes.
Finnish holders of nominee registered shares
Dividends paid to Finnish tax resident holders of nominee registered shares may as of 2020 have been subject to withholding of 50% tax prepayment (ennakonpidätys). Any excess tax prepayment is credited in the normal tax assessment process, where the shareholder reports their dividend income to the Finnish Tax Administration.
Requests from shareholders to put matters on the agenda
Possible requests from shareholders to put matters on the agenda of Kesko’s 2021 Annual General Meeting were to be sent to Kesko’s Board of Directors no later than on 15 January 2021. If Kesko’s Board of Directors convenes the Annual General Meeting in compliance with the act (677/2020) enabling temporary deviation from the Finnish Limited Liability Companies Act, only proposals submitted by shareholders who control at least one-hundredth of all shares in Kesko shall be included in the meeting notice. A written request, together with a proposal for a resolution was to be sent to Kesko Corporation, Kesko Group’s Legal Affairs, PO Box 1, FI-00016 KESKO, or by e-mail to cg@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.
