KESKO’S EXTRAORDINARY GENERAL MEETING APPROVED THE AMENDED ARTICLECS OF ASSOCIATION AND ELECTED A NEW BOARD OF DIRECTORS
Kesko’s Extraordinary General Meeting decided to amend Kesko’s Articles of Association to correspond to the new Group structure and corporate governance model which is based on a Board of Directors and a Managing Director, without a Supervisory Board. The Board of Directors mainly consists of persons other than active company management.
The General Meeting elected the following eight members to Kesko’s Board of Directors for the term starting on the effective date of the new Articles of Association:
Honkala Matti, B.Sc.(Econ.), Kauniainen
Kallio Matti, retailer, Helsinki
Kasanen Eero, Dr.Sc.(Econ.), Helsinki
Näkyvä Maarit, M.Sc.(Econ.), Helsinki
Sivonen Kalevi, retailer, Vantaa
Suila Keijo, B.Sc.(Econ.), Helsinki
Takamäki Heikki,retailer, Pirkkala
Toivakka Jukka, retailer, Mikkeli
Enclosed hereto are Kesko’s new Articles of Association, which shall become effective after they have been entered into the trade register. This is planned to take place on 1 January 2001.
For further information, please contact CFO Juhani Järvi, or CEO Matti Honkala, telephone +358 10 5311.
KESKO CORPORATION
Corporate Communications
Erkki Heikkinen
Director
DISTRIBUTION
The Helsinki Exchanges
main news media
ATTACHMENT 1.
KESKO CORPORATION’S ARTICLES OF ASSOCIATION
§ 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.
§ 2
Line of business
The company acts as the parent company of the Kesko Group and conducts the operations specified later both by itself and through subsidiaries and joint ventures.
The company carries on wholesale trade in consumer goods and capital goods. The company has consumer goods and other products made for it, and acts as an intermediary for raw materials, machines and equipment. The company also engages in distribution, forwarding, department store trade and other retail trade and restaurant business.
The company provides services which support entrepreneurial-based retail trade in particular. The company develops business and co-operation concepts for the retail trade, arranges the building of business premises and information management systems and sells and leases them, and acts as an intermediary for the products and services needed in retail trading.
The company engages in real estate and securities investment, as well as other investment activity. The company can also carry out other operations related to the business operations specified in this section.
§ 3
Minimum and maximum share capital
The company’s minimum share capital is one hundred million euros (EUR 100,000,000) and 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.
§ 4
Shares
The company has A shares and B shares. Concerning A shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), while concerning B shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), provided that the total number of shares is at minimum two (2) and at maximum four hundred million (400,000,000).
Each A share entitles the holder to ten (10) votes and each B share to one (1) vote.
§ 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
- who are registered as shareholders in the register of shareholders on the record date,
- whose right to receive funds has been entered by the record date into the book-entry securities account of the shareholder registered in the register of shareholders, and has been registered in the register of shareholders, or,
- 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 in the register of shareholders as the custodian of the shares by the record date.
§ 6
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 at least five (5) but no more than eight (8) members.
The term of the Board of Directors’ members is three (3) years so that the term begins at the close of the General Meeting electing the members and expires at the close of the third subsequent Annual General Meeting.
The Board of Directors elects a Chairman from among its 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 opinion with which the Chairman agrees shall become the decision.
§ 7
Managing Director
The company has a Managing Director who is the Chief Executive Officer.
§ 8
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 at the close of the Annual General Meeting following the election.
§ 9
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.
§ 10
Financial period
The company’s financial period is the calendar year.
§ 11
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) national newspapers. The announcement shall be published at the earliest two (2) months and at the latest one (1) week before the date referred to in § 11.1 of 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.
§ 12
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:
Presentation of
:1. the financial statements and the consolidated financial statements;
2. the auditors’ report;
Decisions on
:3. the adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet;
4. 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;
5. the discharge from responsibility of the members of the Board of Directors and the Managing Director;
6. the fees and the basis for the reimbursement of expenses to the members of the Board of Directors and the auditors;
7. the number of the Board of Directors’ members;
Election of
:8. the members of Board of Directors when needed and
9. the auditors.
