Shareholders' proposals to the Annual General Meeting for the composition of Kesko's Board of Directors and the Board’s remuneration
Kesko Corporation's shareholders jointly holding over 10% of the votes attached to the Company’s shares have made a proposal to the Annual General Meeting to be held on 8 April 2019 regarding the number of Board members, their remuneration and the reimbursement of their expenses.
Proposal for the number of Board members
Kesko Corporation's shareholders jointly holding over 10% of the votes attached to the Company’s shares have proposed that the Company’s Annual General Meeting resolves that the number of Board members is seven (7).
Proposal for the remuneration of Board members and the reimbursement of their expenses
The aforementioned shareholders also propose that the fees for Kesko Corporation’s Board members remain at their current level. The proposal for remuneration and the reimbursement of expenses is as follows:
- 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. The 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.
It is proposed that the payment of the aforementioned annual fees 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 above proposals will be included in the notice of the Annual General Meeting which will be published separately.
Further information is available from Mika Majoinen, EVP, Group General Counsel, tel.
+358 105 322 206.
Kesko Corporation
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Nasdaq Helsinki Ltd
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www.kesko.fi
