KESKO'S EXTRAORDINARY GENERAL MEETING APPROVED THE NEW ARTICLES OF ASSOCIATION AND ELECTED THE NEW SUPERVISORY BOARD MEMBERS
The consent was given by the shareholders holding a total of 71,8 % of the exclusive shares.
In accordance with the new Articles of Association, the General Meeting elected the following nine members to the Supervisory Board for the term starting after the new Articles of Association have become effective:
Kallio Matti, Retailer, Helsinki
Kasanen Eero, Doctor of Business Administration, Helsinki
Loukko Hannu, Retailer, Kauhajoki
Näppi Hannele, Retailer, Jyväskylä
Pitkänen Paavo, Master of Arts, Helsinki
Sivonen Kalevi, Retailer with Diploma, Vantaa
Suila Keijo, Bachelor of Science (Econ.&Bus.Adm.), Helsinki
Takamäki Heikki, Retailer with Diploma, Pirkkala
Toivakka Jukka, Retailer, Mikkeli
Attached are Kesko’s new Articles of Association, which will become effective after they have been entered into the Trade Register. According to plan, this will be effected on 31 May 1999.
For further information, please contact CFO Juhani Järvi or Chairman and CEO Matti Honkala, telephone +358 10 5311.
KESKO CORPORATION
Corporate Communications
Erkki Heikkinen
Director
DISTRIBUTION
Helsinki Exchanges
Main news media
ENCLOSURE 1
KESKO CORPORATION’S ARTICLES OF ASSOCIATION
Paragraph 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.
Paragraph 2
Line of business
The company acts as the Kesko Group’s parent company. The company carries on wholesale trade in consumer goods and production goods. The company has consumer goods and other products made, and it provides raw materials, machines and equipment. The company is also engaged in distribution and forwarding, department store trade and other retail trade and restaurant operations.
The company provides services which support the entrepreneurship-based retail trade in particular. The company develops business and cooperation concepts for the retail trade; has business premises and information management systems made, as well as sells and rents out them; and provides products and services needed in retail trade operations.
The company carries out investment operations related to real estate and securities, as well as other investment operations. The company can also carry out other operations related to its business specified under this paragraph.
Paragraph 3
Minimum and maximum share capital
The minimum share capital of the company is one hundred million euros (EUR 100,000,000) and the maximum share capital four hundred million euros (EUR 400,000,000), within which limits the share capital can be increased or decreased without amending the Articles of Association.
Paragraph 4
Shares
The company has A shares and B shares. The maximum number of A shares is two hundred and fifty million (250,000,000) and the maximum number of B shares is two hundred and fifty million (250,000,000), with the proviso that the total number of shares shall not exceed four hundred million (400,000,000).
Each A share gives the right to ten (10) votes and each B share to one (1) vote.
Paragraph 5
Shares in the book-entry securities system
The company’s shares are included in the book-entry securities system.
The right to receive funds distributed by the company and to subscribe to shares when the share capital is increased belongs only to those
1. who are registered as shareholders in the register of shareholders on the record date,
2. whose right to receive funds has, by the record date, been entered into the book-entry securities account of the shareholder registered in the register of shareholders, and registered in the shareholder register, or,
3. if a share has been registered in a nominee name, into whose book-entry securities account the share has been entered by the record date, and whose custodian has been registered as the custodian of the shares by the record date.
Paragraph 6
Supervisory Board
The company has a Supervisory Board, which consists of a minimum of seven (7) and a maximum of nine (9) members.
The term of a Supervisory Board member begins after the close of the General Meeting which made the election, and expires at the close of the third (3rd) subsequent Annual General Meeting.
The Supervisory Board annually elects a chairman and a deputy chairman from among its members.
The Supervisory Board may annually elect from among its members a Working Committee, whose function is to prepare, when needed, major issues to be decided by the Supervisory Board.
A Supervisory Board member is obliged to resign from this position at the end of the term during which he or she reaches sixty-five (65) years of age.
The Supervisory Board meets at the request of the chairman, or, if the chairman is prevented from performing this task, at the request of the deputy chairman, when it is considered necessary or when the Board of Directors so requests. The Supervisory Board has a quorum when at least two thirds (2/3) of the members are present. An opinion shall become a decision when it is supported by more than a half (1/2) of the members present. If the votes are evenly divided, the opinion with which the chairman agrees shall become the decision, with the exception of the election of the chairman and the deputy chairman, in which case the decision shall be made by drawing lots.
Paragraph 7
Supervisory Board’s functions
The function of the Supervisory Board is to supervise the management of the company by the Board of Directors and the Managing Director.
The functions of the Supervisory Board also include:
1. the making of a statement to the Annual General Meeting on the financial statements and the auditors’ report;
2. the making of decisions on matters concerning a considerable contraction or expansion of the company’s operations, or a substantial change in the company’s organisation;
3. the making of decisions on instructions to be given to the Board of Directors in matters which are far-reaching or important in principle;
4. the making of decisions on the number of the Board of Directors’ members;
5. the election of the members of the Board of Directors, and the determination of their fees and salaries;
6. the election of the Managing Director and the Managing Director’s substitute, and the determination of their salaries; and
7. the making of decisions on calling a General Meeting.
Paragraph 8
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 a Managing Director and at least four (4) but no more than six (6) other members.
The Managing Director acts as the Board of Directors’ chairman.
The term of the Board of Directors’ members is four (4) years. The term begins after the close of the Supervisory Board meeting electing the members, and expires at the close of the Supervisory Board meeting electing new members.
The Board of Directors meets at the chairman’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 chairman shall have the deciding vote.
Paragraph 9
Managing Director
The company has a Managing Director who is the Chief Executive Officer.
Paragraph 10
Auditors
The company has at least one (1) but no more than three (3) auditors. The auditors shall be auditors or firms of auditors authorised by the Central Chamber of Commerce. If only one (1)
auditor is elected to the company and this is not a firm of auditors, one (1) deputy auditor shall also be elected.
The term of an auditor is the company’s financial period and an auditor’s duties terminate after the close of the following Annual General Meeting after the election.
Paragraph 11
Signing for the company
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.
Paragraph 12
Financial period
The company’s financial period is the calendar year.
Paragraph 13
Invitation to a meeting
An invitation to a General Meeting shall be given to shareholders by means of an announcement which shall be published in at least two (2) newspapers determined by the Supervisory Board. The announcement shall be published at the earliest two (2) months and at the latest one (1) week before the date referred to in section 11.1 under chapter 3a of the Finnish Companies Act.
To have the right to attend a General Meeting, shareholders shall register with the company not later than on the date stated in the announcement of the meeting, which date may not be earlier than five (5) days prior to the meeting.
Paragraph 14
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:
The presentation of:
1. the financial statements and the consolidated financial statements;
2. the auditors’ report;
3. the Supervisory Board’s statement on the above statements
and report;
Decisions on:
4. the adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet;
5. the measures to be taken pursuant to the profit or loss shown in the adopted balance sheet or consolidated balance sheet, and the time for any distribution of dividend;
6. the discharge from responsibility of the members of the Supervisory Board, the members of the Board of Directors and the Managing Director;
7. the fees and the basis for the reimbursement of expenses to the members of the Supervisory Board and the auditors;
8. the number of the Supervisory Board members;
The election of:
9. the members of the Supervisory Board and
10. the auditors
