Resolutions of Kesko Corporation's General Meeting
KESKO CORPORATION STOCK EXCHANGE RELEASE 04.04.2016 AT 15.00 1(2)
Resolutions of Kesko Corporation's General Meeting
Kesko Corporation's Annual General Meeting today adopted the financial statements for 2015 and discharged the Board members and the Managing Director from liability. The General Meeting resolved to distribute €2.50 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 its authorisation to acquire own shares and to issue shares.
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 2015.
Distribution of profit
The General Meeting resolved to distribute a dividend of €2.50 per share on 99 278 075 shares held outside the company at the date of dividend distribution, or a total amount of €248 195 187.50. No dividend is paid on own shares held by the Company as treasury shares on the record date for the payment of dividend. The record date for dividend distribution is 6 April 2016 and the General Meeting resolved that the dividend pay date is 13 April 2016.
Discharge from liability
The General Meeting discharged the Board members and the Managing Director from liability for the financial year 2015.
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 Board Chair is paid an annual remuneration of €80,000, the Board Deputy Chair €50,000, and a Board member €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. Daily allowances are paid and travel expenses are reimbursed to the Board members in accordance with the general travel rules of Kesko.
The term of office of each of the seven (7) Board members elected by the Annual General Meeting on 13 April 2015, i.e. retailer, Business College Graduate Esa Kiiskinen, retailer, Master of Science in Economics Tomi Korpisaari, retailer, Secondary School Graduate Toni Pokela, eMBA Mikael Aro, Master of Science in Economics Matti Kyytsönen, Master of Science in Economics Anu Nissinen and Master of Laws Kaarina Ståhlberg, will expire at the close of the 2018 Annual General Meeting in accordance with Kesko's Articles of Association.
Korpisaari and Ståhlberg had announced their resignations from the Company's Board of Directors as of 1 March 2016. The General Meeting resolved to replace them by retailer, trade technician Matti Naumanen and Managing Director, Master of Science in Economics Jannica Fagerholm until the close of the Annual General Meeting to be held in 2018.
Authorisation to acquire own shares
The General Meeting approved the Board's proposal for its authorisation to decide on the acquisition of a maximum of 1,000,000 own B shares of the Company. B shares are acquired with the Company's distributable unrestricted equity, not in proportion to the shareholdings of shareholders, at the market price quoted in public trading organised by Nasdaq Helsinki Ltd ("the exchange") at the date of acquisition. The shares are acquired and paid in accordance with the rules of the exchange. The acquisition of own shares reduces the amount of the Company's distributable unrestricted equity.
B shares are acquired for use in the development of the Company's capital structure, to finance possible acquisitions, capital expenditure and/or other arrangements within the scope of the Company's business operations, and to implement the Company's commitment and incentive scheme.
The Board of Directors makes decisions concerning any other issues related to the acquisition of own B shares. The authorisation is valid until 30 September 2017.
Share issue authorisation
The General Meeting approved the Board's proposal for its authorisation to decide on the transfer of own B shares held by the Company in treasury.
By virtue of the authorisation, the Board of Directors is authorised to make decisions concerning the transfer of a maximum of 1,000,000 B shares. Own B shares held by the Company in treasury can be issued for subscription by shareholders in a directed issue in proportion to their existing holdings of the Company shares, regardless of whether they own A or B shares.
Own B shares held by the Company in treasury can also be issued in a directed issue, departing from the shareholder's pre-emptive right, for a weighty financial reason of the Company, such as using the shares to develop the Company's capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the Company's business operations, and to implement the Company's commitment and incentive scheme.
Own B shares held by the Company in treasury can be transferred either against or without payment. According to the Finnish Limited Liability Companies' Act, a directed share issue can only be without payment, if the Company, taking into account the best interests of all of its shareholders, has a particularly weighty financial reason for it.
The amount possibly paid for B shares held by the Company in treasury in connection with their transfer is recorded in the reserve of unrestricted equity.
The Board of Directors makes decisions concerning any other matters related to share issues. The authorisation is valid until 30 June 2020, and it cancels the authorisation given to the Board of Directors by the General Meeting of 8 April 2013 to transfer a total maximum of 1,000,000 B shares. The authorisation applied for does not cancel the authorisation given to the Board of Directors by the Annual General Meeting of 13 April 2015 to issue a total maximum of 20,000,000 new B shares, valid until 30 June 2018.
Auditor
The General Meeting resolved that the auditor's fee and expenses be reimbursed according to an invoice approved by the Company. The General Meeting elected the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, as the Company's auditor. APA Mikko Nieminen is the auditor with principal responsibility.
Donations for charitable purposes
The General Meeting approved the Board's proposal for its authorisation to decide on the donations in a total maximum of €300,000 for charitable or similar purposes until the Annual General Meeting to be held in 2017 and to decide on the donation recipients, purposes of use and other terms of the donations.
The proposals of the Board of Directors and the Board's Audit Committee to the General Meeting were published in a stock exchange release on 3 February 2016. Shareholders' proposals to the General Meeting were published in a stock exchange release on 18 February 2016. The notice of General Meeting was also published in a stock exchange release on 22 February 2016.
Further information is available from Senior Vice President, Group 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
