Proposals to Kesko Corporation's Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 05.02.2010 AT 09.30 1(2)

 

Kesko Corporation's Board of Directors has decided to propose to the Annual General Meeting to be held on 29 March 2010 that a dividend of €0.90 per share be paid for 2009, and that an amendment be made to the Articles of Association. The Board of Directors' Audit Committee proposes that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the auditor of the company.

 

Kesko Corporation's shareholders are invited to the Annual General Meeting to be held in the Helsinki Fair Centre's congress wing, Messuaukio 1 (congress wing entrance), Helsinki, on Monday, 29 March 2010, starting at 13.00. In addition to the business specified for the Annual General Meeting in Article 10 of the Articles of Association, the following proposals of the Board of Directors and its Audit Committee will be handled by the Meeting:

 

Distribution of profit

 

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 would be paid to shareholders registered in the Company's register of shareholders kept by Euroclear Finland Ltd on 1 April 2010. The Board of Directors proposes that the dividend pay date be 12 April 2010. In addition, the Board of Directors proposes that €1,300,000.00 be reserved for charitable donations.

Auditor, auditor's fee and basis for reimbursement of expenses

The Board of Directors' Audit Committee proposes that the auditor be the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, who have announced Johan Kronberg, APA, to be their auditor with principal responsibility. The Board of Directors' Audit Committee proposes that the auditor's fee and expenses be reimbursed according to invoice approved by the company.

Amendment to the Articles of Association (appendix 1)

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.

The financial statements and the proposals of the Board of Directors and its Audit Committee will be published on the company's website on week 9. The exact date will be notified in a separate stock exchange release. Copies of the documents will be sent to shareholders on request. They will also be available at the Annual General Meeting.

The notice of the Annual General Meeting will be published separately at a later date in Helsingin Sanomat and Kauppalehti, and as a stock exchange release.

 

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
NASDAQ OMX Helsinki
Main news media
www.kesko.fi

 

 

Appendix 1

 

PROPOSAL BY KESKO CORPORATION'S BOARD OF DIRECTORS
TO AMEND ARTICLE 9 OF THE ARTICLES OF ASSOCIATION

Kesko Corporation's Board of Directors proposes to the Annual General Meeting to be held on 29 March 2010 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.

Proposed new Article 9 of Kesko Corporations' Articles of Association

9
Notice of the General Meeting

The notice of a General Meeting shall be given to shareholders by means of an announcement published in at least two (2) national newspapers. The notice of the meeting shall be given at the earliest two (2) months and at the latest three (3) weeks before the General Meeting. In any case, the notice must be given at least nine (9) days before the record date of the General Meeting, referred to in Chapter 4, Article 2, Subsection 2 of the Companies Act.

To have the right to attend a General Meeting, shareholders shall register with the company not later than on the date given in the notice of the meeting, which date may not be earlier than ten (10) days prior to the meeting."

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