Kesko Oyj : Kesko Board's proposals to the Annual General Meeting
KESKO CORPORATION STOCK EXCHANGE RELEASE 05.02.2013 AT 09.20 1(2)
Kesko Corporation's Board has decided to propose to the Annual General Meeting
to be convened for 8 April 2013 that the dividend payable for the year 2012 be
€1.20 per share, that the clause in Article 9 of the Articles of Association
concerning the delivery of the notice of a General Meeting be amended, that
the Board be authorised to acquire the company's own B shares and to issue own
B shares held by the company as treasury shares. The Board's 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, 8 April 2013, 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 and
its Audit Committee will be handled by the Meeting:
Distributions of profits
The Board proposes that a dividend of €1.20 per share be paid for the year
2012 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 the record date for the payment of dividend, 11 April
2013. No dividend is paid on treasury shares held by the company at the record
date for the payment of dividend. The Board proposes that the dividend pay
date be 18 April 2013.
Auditor, auditor's fee and basis for reimbursement of expenses
The Board's Audit Committee proposes that the firm of auditors
PricewaterhouseCoopers Oy, Authorised Public Accountants, who have announced
Johan Kronberg, APA, to be their auditor with principal responsibility, be
elected as the company's auditor. The Board's Audit Committee proposes that
the auditor's fee and expenses be reimbursed according to invoice approved by
Amendment of Article 9 of the Articles of Association
The Board proposes that the clause in Article 9 of the Articles of
Association, concerning the delivery of the notice of a General Meeting, be
amended to the effect that the notice of a General Meeting shall be given to
shareholders by means of publishing it on the company's website. According to
the Articles of Association currently in force, the notice of a General
Meeting shall be given to shareholders by means of an announcement published
in at least two national newspapers.
Authorisation to acquire own shares
The Board proposes that the General Meeting resolve to authorise it to decide
on the acquisition of a maximum of 500,000 own B shares.
Own shares would be acquired with the company's unrestricted equity not in
proportion to shares held by shareholders, but at the market price quoted in
public trading organised by NASDAQ OMX Helsinki Ltd ("stock exchange") at the
time of acquisition. The shares would be acquired and paid in accordance with
the rules of the stock exchange.
The shares would be acquired to be used in the development of the company's
capital structure, to finance possible business acquisitions, capital
expenditures and/or other arrangements within the scope of the company's
business operations, and to implement the company's incentive plan, or to be
assigned otherwise, or cancelled.
The Board would make decisions concerning other matters related to the
acquisition of own B shares. The authorisation would be valid until 30
Authorisation to issue shares
The Board proposes that it be authorised to decide on the issuance of own B
shares held as treasury shares.
By virtue of the authorisation, the Board would be entitled to decide on the
issuance of a maximum of 1,000,000 B shares.
The B shares held as treasury shares by the company could 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
The B shares held as treasury shares by the company could 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 business acquisitions,
capital expenditures or other arrangements within the scope of the company's
business operations, and to implement the company's incentive plan.
The B shares held as treasury shares by the company could be delivered either
against or without consideration. According to the Limited Liability Companies
Act, a directed share issue can only be without consideration, if the company,
taking into account the best interests of all of its shareholders, has a
particularly weighty financial reason for that.
The amount possibly paid for treasury shares is recognised in the reserve of
invested non-restricted equity.
The Board would make decisions concerning any other matters related to share
issuances. The authorisation would be valid until 30 June 2017 and it would
supersede the Board's share issue authorisation resolved by the Annual General
Meeting held on 4 April 2011, but it would not supersede the Board's share
issue authorisation resolved by the Annual General Meeting held on 16 April
Donations for charitable purposes
The Board proposes that that it be authorised 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 2014, and to decide on the donation
recipients, purposes of use and other terms of the donations.
The proposals of the Board and its Audit Committee are available on the
company's website at www.kesko.fi/Investors. Financial statements documents
will be made available for shareholders on the company's website on week 10.
Copies of the documents will be sent to shareholders on request. They will
also be available at the General Meeting.
Notice of the General Meeting
The notice of the General Meeting will be published separately at a later date
in Helsingin Sanomat and Kauppalehti, and as a stock exchange release.
The proposals for the authorisation to acquire own B shares and to issue them
are partly related to the implementation of a new share-based compensation
plan 2014-2016 planned for members of the Kesko Group's management employees
and other named key persons.
Further information is available from Vice President, General Counsel Anne
Leppälä-Nilsson, tel. +358 1053 22347.
Vice President, Corporate Communications
NASDAQ OMX Helsinki
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information contained therein.
Source: Kesko Oyj via Thomson Reuters ONE
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