Resolutions of Kesko Corporation's General Meeting
KESKO CORPORATION STOCK EXCHANGE RELEASE 13.04.2015 AT 16.15 1(2)
Resolutions of Kesko Corporation's General Meeting
Kesko Corporation's Annual General Meeting today adopted the financial statements for 2014 and discharged the Board members and the Managing Director from liability. The General Meeting resolved to distribute €1.50 per share as dividends. The General Meeting resolved that the number of Board members is seven and elected PricewaterhouseCoopers Oy as the company's auditor. In addition, the General Meeting approved the Board's proposal for share issue authorisation.
The General Meeting handled the business specified for the Annual General Meeting in the Articles of Association, and the other matters listed below.
Resolutions of the General Meeting
Adoption of the financial statements
The General Meeting adopted Kesko Corporation's financial statements and the consolidated financial statements for 2014.
Distribution of profit
The General Meeting resolved to distribute a dividend of €1.50 per share on 99,143,698 shares held outside the company at the date of dividend distribution, or a total amount of €148,715,547.00. No dividend is paid on own shares held by the company as treasury shares at the record date of dividend distribution. The record date for dividend distribution is 15 April 2015 and the General Meeting resolved that the dividend pay date is 22 April 2015.
Discharge from liability
The General Meeting discharged the Board members and the Managing Director from liability for the financial year 2014.
Board of Directors
The General Meeting resolved that the number of Board members is seven (7). In addition, the General Meeting resolved to leave the Board members' fees and the basis for reimbursement of expenses unchanged. The fees and the basis for reimbursement of expenses are 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 a fee of €1,000 per Committee meeting. Daily allowances are paid and travel expenses are reimbursed to the Board members in accordance with the general travel rules of Kesko.
The General Meeting resolved to elect retailer, Business College Graduate Esa Kiiskinen, retailer, Master of Science in Economics Tomi Korpisaari, retailer, Secondary School Graduate Toni Pokela, eMBA Mikael Aro (new member), Master of Science in Economics Matti Kyytsönen (new member), Master of Science in Economics Anu Nissinen (new member) and Master of Laws Kaarina Ståhlberg (new member) as Board members for a three-year term expiring at the close of the 2018 Annual General Meeting in accordance with the Articles of Association.
Auditor
The General Meeting resolved that the auditor's fee is paid and expenses are reimbursed according to invoice approved by the company. The General Meeting elected the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, as the company's auditor. The auditor with principal responsibility for the company is APA Mikko Nieminen.
Share issue authority
The General Meeting approved the Board's proposal that it be authorised to decide on the issuance of a total maximum of 20,000,000 new B shares in a share issue. The shares can be issued for payment to be subscribed by shareholders in a directed issue in proportion to their existing holdings of the company shares regardless of whether they hold A or B shares, or, deviating from the shareholder's pre-emptive right, in a directed issue, if there is a weighty financial reason for the company, such as using the shares to develop the company's capital structure and financing possible acquisitions, capital expenditure or other arrangements within the scope of the company's business operations. The amount paid for the shares will be recognised in the reserve of invested non-restricted equity.
The authorisation also includes the Board's authority to decide on the share subscription price, the right to issue shares for non-cash consideration and the right to make decisions on other matters concerning share issues. The authority is valid until 30 June 2018 and it cancels the Board's authority granted by the General Meeting of 16 April 2012 to issue a total maximum of 20,000,000 new B shares, which the Board has not used. The approved authority does not cancel the Board's authority granted by the Annual General Meeting of 8 April 2013 to issue a total maximum of 1,000,000 own B shares held by the company as treasury shares, which will be valid until 30 June 2017.
Donations for charitable purposes
The General Meeting approved the Board's proposal that it be authorised to decide on donations in a total maximum of €300,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2016, and to decide on the donation recipients, purposes of use and other terms of the donations.
The proposals to the General Meeting were published in stock exchange releases on 10 February 2015. The notice of General Meeting was also published in a stock exchange release on 23 February 2015.
Further information is available from Senior Vice President, General Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.
Kesko Corporation
Harri Utoslahti
Communications Manager
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main news media
www.kesko.fi
