Resolutions of Kesko Corporation's Annual General Meeting

Stock exchange release / 08.04.2019 15:30

The Annual General Meeting of Kesko Corporation today adopted the 2018 financial statements and resolved to distribute a dividend of €2.34 per share. The General Meeting made resolutions regarding the remuneration of Board members, and elected PricewaterhouseCoopers Oy as the Company's auditor. The General Meeting resolved to make the proposed amendments to the Company’s Articles of Association.

The Annual 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 Annual General Meeting

Adoption of the financial statements

The Annual General Meeting adopted Kesko Corporation's financial statements and consolidated financial statements for 2018.

Distribution of profit

The Annual General Meeting resolved to distribute a dividend of €2.34 per share on shares held outside the Company. The dividend will be paid in two instalments of €1.17. The first dividend instalment record date is 10 April 2019 and pay date 17 April 2019. The second dividend instalment record date is 10 October 2019 and pay date 17 October 2019. No dividend will be paid on own shares held as treasury shares by the Company on the dividend payment record date.

Discharge from liability

The Annual General Meeting discharged the Board members and the Managing Director from liability for the financial year 2018.

Board of Directors

The Annual General Meeting resolved the following regarding Board members' fees and the basis for reimbursement of their expenses:

- Board Chairman, an annual fee of €97,000

- Board Deputy Chairman, an annual fee of €60,000

- Board member, an annual fee of €45,000

- Board member who is the Chairman of the Audit Committee, an annual fee of €60,000

- A meeting fee of €500/meeting for a Board meeting and its Committee's meeting. The meeting fee for the Board Chairman is €1,000/Board meeting. However, a meeting fee of €1,000/Committee meeting is paid to a Committee Chairman who is not the Chairman or Deputy Chairman of the Board. Meeting fees are paid in cash.

- Daily allowances and the reimbursements of travel expenses are paid to the Board members in accordance with the general travel rules of Kesko.

The aforementioned annual fees will be made in Kesko Corporation’s B shares and in cash, with approximately 30% of the fees paid in shares. After the transfer of shares, the remaining fee amount is paid in cash. The Company will acquire the shares or transfer shares held by the Company as treasury shares in the name and on behalf of the Board members. The Company is responsible for the costs arising from the acquisition of the shares. The shares will be acquired or transferred to the Board members on the first working day to follow the publication of the interim report for the first quarter of 2019. A Board member cannot transfer shares obtained in this manner until either three years have passed from the day the member has received the shares or their membership on the Board has ended, whichever comes first.

The Annual General Meeting resolved that the number of Board members is seven (7).

Esa Kiiskinen (Chairman), Peter Fagernäs (Deputy Chairman), Jannica Fagerholm, Piia Karhu, Matti Kyytsönen, Matti Naumanen and Toni Pokela continue as Board members. The Board members were elected by the 2018 Annual General Meeting to serve the three-year terms provided in the Company’s Articles of Association, ending at the close of the 2021 Annual General Meeting.

Auditor

The Annual General Meeting resolved that the auditor's remuneration and the reimbursements of the auditor's expenses will be paid according to an invoice approved by the Company. The Annual General Meeting elected Authorised Public Accountants PricewaterhouseCoopers Oy as the Company’s Auditor. The Auditor with principal responsibility for the Company is APA Mikko Nieminen.

Amending sections 6, 9 and 10 of the Company’s Articles of Association

The Annual General Meeting resolved to amend the following sections of the Company’s Articles of Association, in accordance with the Board of Directors’ proposal: section 6 “Auditor”, section 9 “Notice of the General Meeting”, and section 10 “Annual General Meeting”.

Donations for charitable purposes

The Annual General Meeting approved the Board’s proposal to authorise the Board to decide on the donations in a total maximum of €300,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2020, and to decide on the donation recipients, purposes of use and other terms of the donations.

The proposals of the Board of Directors and shareholders to the Annual General Meeting were published in stock exchange releases on 6 February 2019. The notice of the Annual General Meeting was published on Kesko's website and in a stock exchange release on 14 February 2019.

Further information is available from Mika Majoinen, EVP, Group General Counsel, tel. +358 105 322 206.

Kesko Corporation

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