Kesko's Annual General Meeting 2022
Stock exchange releases
Resolutions of Kesko Corporation's Annual General Meeting
Minutes
The speech of Esa Kiiskinen, Chairman of the Board of Directors
Notice of the Annual General Meeting
The presentation of Mikko Helander, President and CEO
Report by the Board of Directors, the Financial Statements for 2021 and the Auditor’s report
Shareholders’ Nomination Committee’s proposal
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
- 11 February 2022 Notice of AGM published
- Week 10 at the latest Financial statements, Report by the Board of Directors, the Auditor’s Report and Remuneration Report available
- 10 March 2022 at 4.00 pm EET Deadline for shareholders’ counterproposals
- 14 March 2022 Possible counterproposals published on this webpage
- 15 March 2022 at the latest Registration for the meeting and advance voting period commence
- 23 March 2022 Last day for shareholders to present questions in advance
- 28 March 2022 Record date of the AGM
- 29 March 2022 Responses to shareholders’ advance questions available on this webpage
- 1 April 2022 at 10.00 am EET Deadline for proxy document and voting instructions if a shareholder uses the proxy authorisation service provided by the Company
- 1 April 2022 at 12.00 noon 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.
- 1 April 2022 at 12.00 noon EET Ordering the live stream link closes
- 7 April 2022 at 1.00 pm EET AGM live stream
Registration, voting and ordering a link to the Annual General Meeting have ended
Pre-cast votes can be checked here.
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, 28 March 2022, 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 15 March 2022. 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 1 April 2022 at 12.00 noon 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
Registration and advance voting require strong electronic identification (online banking codes or Mobile ID) for natural persons. Strong electronic identification is not required for legal persons. In such cases, however, legal persons must provide the number of their book-entry account, as well as other required information. If a legal person utilises the Suomi.fi electronic authorisation, registration requires strong electronic identification from the authorised person, which works with online banking codes or Mobile ID.
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, AGM / 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 their 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 +358 105 323 211 (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 Attorney-at-Law independent of the company appointed by Veli Siitonen 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 1 April 2022 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 https://www.merilampi.com/ihmiset/specialist-counsels/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 by either e-mail or regular mail (a proxy representative cannot vote in the electronic advance voting system, with the exception of proxy representatives of legal persons as described below). A proxy representative must deliver a signed proxy document given to them including the advance voting form or corresponding information by regular mail to Euroclear Finland Ltd, AGM / Kesko Corporation, PO Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu no later than on 1 April 2022 at 12.00 noon 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.
A shareholder who is a legal person can also use the electronic Suomi.fi authorisation service instead of a traditional proxy document. In this case, the legal person authorises a proxy that they nominate in the Suomi.fi authorisation service at the website www.suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. In connection with Euroclear Finland Oy's General Meeting service, the person so authorised must identify themselves with strong electronic identification in connection with the registration, after which the electronic authorisation will be checked automatically. Strong electronic identification works with online banking codes or Mobile ID. More information is available on the website www.suomi.fi/e-authorization.
AGM live stream
A shareholder 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 1 April 2022 at 12.00 noon 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 at 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, 28 March 2022. Ordering a link does not require participation registration for the meeting or advance voting. (For technical reasons, the subscribers of the link are registered, but if they have not voted, the registration will be removed.) 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 10 March 2022 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 in 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 14 March 2022 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 this Notice, has the right to submit questions with respect to the matters to be considered at the General Meeting until 23 March 2022 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 29 March 2022 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
Shareholders’ Nomination Committee’s proposals
Report by the Board of Directors, the Financial Statements for 2021 and the Auditor's report
Request from shareholders to put matters on the agenda
The time for shareholders to request matters on the agenda has expired. Shareholders had to notify the Board of Directors of possible requests to put matters on the agenda of Kesko's 2022 Annual General Meeting no later than on 17 January 2022.
