Kesko Corporation’s Annual General Meeting today adopted the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet for 2005 and discharged the Board of Directors’ members and the Managing Director from liability. The Annual General Meeting also decided to distribute EUR 1.10 per share as dividends, as proposed by the Board of Directors. The Annual General Meeting elected Pentti Kalliala, Ilpo Kokkila, Maarit Näkyvä, Seppo Paatelainen, Keijo Suila, Jukka Säilä and Heikki Takamäki as Board members. A total of 393 shareholders attended the Annual General Meeting.
The Annual General Meeting handled the matters that fall under its authority according to article 12 of Kesko Corporation's Articles of Association.
Decisions of the Annual General Meeting
Adoption of the financial statements
The Annual General Meeting adopted Kesko Corporation’s income statement and balance sheet and Kesko Group’s consolidated income statement and consolidated balance sheet for 2005.
Distribution of profit
In accordance with the Board of Directors' proposal for profit distribution, the Annual General Meeting decided to pay a dividend of EUR 1.10 per share for Kesko Corporation’s shares, or a total amount of EUR 106,484,593.60. The record date is 30 March 2006 and the dividends are payable from 6 April 2006.
Dividends are paid to shareholders included in the register of Kesko Corporation’s shareholders kept by the Finnish Central Securities Depository Ltd on the record date of 30 March 2006. Because the registration practice takes three banking days, the dividends are paid to those who hold the shares at the end of 27 March 2006, the date of the Annual General Meeting. Consequently, dividends for shares traded on the date of the Annual General Meeting are paid to buyers.
In accordance with the Board of Directors' proposal for profit distribution, EUR 300,000.00 were reserved for charitable donations at the discretion of the Board of Directors. EUR 576,253,409.49 were carried forward as retained earnings.
Discharge from liability
The Annual General Meeting discharged those responsible – Kesko Corporation’s Board of Directors and the Managing Director - from liability for the financial year 2005.
Board of Directors
The number of Board members was decided to be seven (7) and retailer Pentti Kalliala, Ilpo Kokkila, Executive Vice President Maarit Näkyvä, Seppo Paatelainen, Keijo Suila, retailer Jukka Säilä and retailer Heikki Takamäki were elected as Board members. Among those elected, Ilpo Kokkila, Seppo Paatelainen and Jukka Säilä are new Board members. The term of office of each Board member, in accordance with the Articles of Association, is three years with the term starting at the close of the General Meeting electing the member and expiring at the close of the third Annual General Meeting after the election (in 2009).
Board members' fees were confirmed by the Annual General Meeting to be as follows:
Monthly fees:
| fee per month, EUR |
Chairman of the Board of Directors | 5,000 |
Deputy Chairman of the Board of Directors | 3,500
|
Board member | 2,500 |
Meeting fees:
| fee per meeting, EUR |
Fee for the Board of Directors' meetings | 500
|
Fee for Committee meetings | 500 |
Fee to the Chairman of the Committee for Committee meetings, unless he/she also acts as Chairman or Deputy Chairman of the Board of Directors | 1,000 |
In addition, daily allowances and compensation for travelling expenses in accordance with the general travel rules of Kesko are paid to the members of the Board of Directors and the Board of Directors' Committees.
Auditor
The one auditor elected for the company by the Annual General Meeting is Authorised Public Accountants PricewaterhouseCoopers Oy, with Pekka Nikula, B.Sc. (Econ.), APA, as the auditor with principal responsibility. The auditor’s fee and compensation are paid as per invoice.
Effect of dividends on Kesko Corporation's option schemes
The dividend decided by the Annual General Meeting reduces the prices of shares subscribed for with the B and C options of Kesko Corporation's year 2000 stock option scheme, and with the D, E and F options of the year 2003 scheme in accordance with the terms and conditions of the schemes.
As from 30 March 2006, record date for the payment of dividends, the prices of new B shares subscribed for with the above options will be as follows:
Option | B share subscription price | Exercise period | Option trading symbol |
2000B | EUR 6.77 | 1.11.2002-31.3.2006 | KESBVEW100 |
2000C | EUR 5.01 | 1.11.2003-31.3.2006 | KESBVEW200 |
2003D | EUR 4.53 | 1.4.2005-30.4.2008 | KESBVEW103 |
2003E | EUR 12.09 | 1.4.2006-30.4.2009 | KESBVEW203 |
2003F | EUR 17.98 | 1.4.2007-30.4.2010 | not available for trading |
The exercise period of the year 2000 B and C options will expire on 31 March 2006, in accordance with the terms and conditions of the option scheme.
Further information is available from Corporate Executive Vice President Juhani Järvi, telephone +358 1053 22209.
Kesko Corporation
Paavo Moilanen
Senior Vice President, Corporate Communications
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