Notice of Annual General Meeting
KESKO CORPORATION STOCK EXCHANGE RELEASE 01.03.2010 AT 08.00 1(4)
Notice is given to Kesko Corporation's shareholders of the Annual General Meeting which will be held in the Helsinki Fair Centre's congress wing, Messuaukio 1 (congress wing entrance), Helsinki on Monday, 29 March 2010 at 13.00. The reception desks for those registered for the meeting open and coffee is served at 12.00.
A. Items on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Review by the President and CEO
7. Presentation of the 2009 financial statements, the report of the Board of Directors and the auditors' report
8. Adoption of the financial statements
9. Distribution of the profit shown on the balance sheet and resolution on the payment of dividend
The Board of Directors proposes that a dividend of 0.90 per share be paid for the year 2009 on the basis of the adopted balance sheet. The dividend is paid to shareholders registered in the company's register of shareholders kept by Euroclear Finland Ltd on 1 April 2010, the record date of dividend distribution. The Board of Directors proposes that the dividend pay date be 12 April 2010. In addition, the Board of Directors proposes that 1,300,000 be reserved for charitable donations.
10. Resolution on discharging the Board members and the Managing Director from liability
11. Resolution on the Board members' fees and the basis for reimbursement of expenses
Shareholders who jointly represent over 10% of the votes carried by the Kesko Corporation shares have informed the company that their proposal for a resolution on the Board members' fees at the Annual General Meeting will be that the fees be unchanged and paid as follows:
The Chair of the Board is paid an annual fee of 80,000, the Deputy Chair of the Board 50,000, and a member of the Board 37,000. A meeting fee of 500 per meeting is paid for a Board meeting and its Committee's meeting, with the exception that the Chair of a Committee who is not the Chair or the Deputy Chair of the Board is paid 1,000 per Committee meeting.
12. Resolution on the number of members of the Board of Directors
Shareholders who jointly represent over 10% of the votes carried by the Kesko Corporation shares have informed the company that they will propose at the Annual General Meeting that the number of members of the Board of Directors be the present seven (7).
13. Election of the members of the Board of Directors
According to Article 4 of the Articles of Association, the term of the Board of Directors' members is three 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 Annual General Meeting held on 30 March 2009 resolved that the number of members of the Board of Directors is seven (7), and elected Heikki Takamäki, Seppo Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa Kiiskinen, Mikko Kosonen and Rauno Törrönen as members of the Board of Directors. The term of each elected Board member will expire at the close of the 2012 Annual General Meeting.
14. Resolution on the auditor's fee and the basis for reimbursement of expenses
The Board of Directors' Audit Committee proposes to the General Meeting that the auditor's fee be paid and expenses reimbursed according to invoice approved by the company.
15. Election of the auditor
The Board of Directors' Audit Committee proposes to the General Meeting that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, who have announced Johan Kronberg, APA, to be the auditor with principal responsibility, be elected as the auditor of the company.
16. The Board of Directors' proposal for the amendment of Article 9 of the Articles of Association
In consequence of the amendment to the Finnish Companies Act effective 31 December 2009, the Board of Directors proposes that Article 9 of the Articles of Association be amended so that the notice of a General Meeting shall be given not later than three weeks before the General Meeting, but in any case at least nine days before the record date of the General Meeting, referred to in Chapter 4, Article 2, Subsection 2 of the Finnish Companies Act.
17. Closing of the meeting
B. General Meeting documents
The Board of Directors' and its Audit Committee's proposals, as well as this notice of the meeting are available to shareholders on Kesko Corporation's website at www.kesko.fi/Investors. Kesko Corporation's Annual Report, including the company's financial statements, the report by the Board of Directors and the auditors' report, will be made available on the company website on 5 March 2010. The proposals made to the General Meeting and the financial statements will also be available at the General Meeting, and copies of the documents and of this notice will be sent to shareholders on request. The minutes of the General Meeting will be made available to shareholders on the company's website from 12 April 2010.
C. Instructions for meeting participants
1. Right to participate and registration
Shareholders have the right to participate in the General Meeting if they are registered as shareholders in the company's register of shareholders kept by Euroclear Finland Ltd on 17 March 2010. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company's register of shareholders.
Shareholders wishing to participate in the General Meeting shall notify the company not later than 24 March 2010 at 16.00, either
a) through the Internet at www.kesko.fi/Investors following the instructions therein,
b) by e-mail to taina.hohtari@kesko.fi,
c) by telephone +358 1053 23211 (from Monday to Friday between 9 and 16),
d) by fax +358 1053 23421, or
e) by letter to Kesko Corporation, Legal Affairs, Satamakatu 3, FI-00016 Kesko.
The registration information shall include the shareholder's name, personal ID/business ID, address, telephone number and possible assistant's or proxy representative's name and personal ID. The personal information will only be used in connection with the General Meeting and when handling the related necessary registrations.
In accordance with Section 25, Chapter 5 of the Finnish Companies Act, shareholders participating in the General Meeting have the right to request information about matters handled at the General Meeting.
2. Proxy representatives and proxy documents
A shareholder may participate in the Annual General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document, or otherwise provide reliable evidence of his/her right to represent the shareholder.
If a shareholder's shares are registered on more than one book-entry accounts, he/she has the right to use separate proxy representatives for the shares on each book-entry account. The shares represented by each proxy representative must be notified on registration.
The original copies of any proxy documents shall be posted to the above address by the end of the registration period.
3. Holders of nominee registered shares
Holders of nominee registered shares are advised to request necessary instructions for registering in the shareholder register, submitting proxies and registering for the General Meeting from their custodian banks well in advance. Holders of nominee registered shares wishing to participate in the Annual General Meeting shall be registered in the temporary register of the company's shareholders based on the information provided by the account operator of the custodian bank not later than 24 March 2010 at 10.00.
4. Other information
At the date of the notice of the General Meeting, 1 March 2010, the company had 31,737,007 A shares and 66,648,734 B shares, and the total number of shares was 98,385,741. The A shares carry 317,370,070 votes, the B shares carry 66,648,734 votes, and the aggregate number of votes carried by the shares is 384,018,804.
Helsinki, 4 February 2010
KESKO CORPORATION
BOARD OF DIRECTORS
Further information is available from Vice President, General Counsel Anne Leppälä-Nilsson, tel. +358 1053 22347.
Kesko Corporation
Paavo Moilanen
Senior Vice President, Corporate Communications and Responsibility
DISTRIBUTION
Helsinki Stock Exchange
Main news media
www.kesko.fi
