Kesko Oyj : Notice of Annual General Meeting KESKO CORPORATION STOCK EXCHANGE RELEASE 25.02.2013 AT 09.00 1(5) Notice is given to Kesko Corporation's shareholders of the Annual General Meeting which will be held in the Helsinki Fair Centre's congress wing, Messuaukio 1 (congress wing entrance), Helsinki, on Monday, 8 April 2013 at 13.00 EET. The reception desks for those registered for the meeting are open, voting tickets are provided and coffee is served from 12.00 EET. A. Items on the agenda of the General Meeting 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Review by the President and CEO 7. Presentation of the 2012 financial statements, the report by the Board and the auditor's report 8. Adoption of the financial statements 9. Distribution of the profits shown on the balance sheet and resolution on the payment of dividend 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 is 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. 10. Resolution on discharging the Board members and the Managing Director from liability 11. Resolution on the Board members' fees and the basis for reimbursement of their expenses Shareholders who jointly hold over 10% of the votes carried by the Kesko Corporation shares have informed the company that they will propose to the Annual General Meeting that the Board members' fees and the basis for reimbursement of their expenses be left 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 €1,000 per Committee meeting. Daily allowances are paid and travel expenses are reimbursed to Board members in accordance with the general travel rules of Kesko. 12. Resolution on the number of Board members Shareholders who jointly hold over 10% of the votes carried by the Kesko Corporation shares have informed the company that they will propose to the Annual General Meeting that the number of members of the Board be left unchanged at seven (7). 13.Election of the Board members According to Article 4 of the Articles of Association, the term of office of a Board member is three (3) years, starting at the close of the General Meeting electing the member and expiring at the close of the third (3^rd) Annual General Meeting after the election. The Annual General Meeting held on 16 April 2012 resolved the number of Board members to be seven (7) and elected seven (7) Board members for terms of office expiring at the close of the 2015 Annual General Meeting in accordance with the Articles of Association. The Board members elected then were Mr Esa Kiiskinen, Mr Ilpo Kokkila, Mr Tomi Korpisaari, Ms Maarit Näkyvä, Mr Seppo Paatelainen, Mr Toni Pokela and Ms Virpi Tuunainen. 14. Resolution on the auditor's fee and the basis for reimbursement of expenses The Board's Audit Committee proposes to the General Meeting that the auditor's fee and expenses be reimbursed according to invoice approved by the company. 15. Election of the auditor The Board's Audit Committee proposes to the General Meeting 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. 16. The Board's proposal for amending 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 at the earliest two (2) months and at the latest three (3) weeks before the General Meeting. In any case, the notice must be given at least nine (9) days before the record date of the General Meeting, referred to in the Limited Liability Companies Act. 17. The Board's proposal for its authorisation to decide on the acquisition of own shares The Board proposes that the General Meeting resolve to authorise the Board to decide on the acquisition of a maximum of 500,000 company's own B shares. Own shares shall 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 shall be acquired and paid in accordance with the rules of the stock exchange. The shares shall 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 makes decisions concerning other matters related to the acquisition of own B shares. The authorisation is valid until 30 September 2014. 18. The Board's proposal for its authorisation to decide on share issue The Board proposes that the General Meeting resolve to authorise the Board to decide on the issuance of own B shares held as treasury shares. By virtue of the authorisation, the Board is entitled to decide on the issuance of a maximum of 1,000,000 B shares. B shares held as treasury shares by the company 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. B shares held as treasury shares by the company 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 business acquisitions, capital expenditures or other arrangements within the scope of the company's business operations, and to implement the company's incentive plan. B shares held as treasury shares by the company can 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 makes the decisions concerning any other matters related to share issuances. The authorisation is valid until 30 June 2017 and it supersedes the Board's share issue authorisation resolved by the Annual General Meeting held on 4 April 2011, but it does not supersede the Board's share issue authorisation resolved by the Annual General Meeting held on 16 April 2012. 19. Donations for charitable purposes The Board proposes that the General Meeting resolve 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 2014, and to authorise the Board to decide on the donation recipients, purposes of use and other terms of the donations. 20. Closing of the meeting B. General Meeting documents The above resolution proposals on the agenda of the General Meeting, as well as this notice of the meeting are available on Kesko Corporation's website at www.kesko.fi/investors. Kesko Corporation's financial statements, the report by the Board and the auditor's report will be available on the company's website on 6 March 2013. The resolution proposals and the other documents mentioned above will also be available at the General Meeting, and copies of the documents and of this notice of the meeting will be sent to shareholders on request. The minutes of the General Meeting will be made available to shareholders on the company's website from 22 April 2013. C. Instructions for meeting participants 1. Right to participate and registration Shareholders have the right to participate in the General Meeting if they are registered as shareholders in the company's register of shareholders kept by Euroclear Finland Ltd on 25 March 2013. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company's register of shareholders. A shareholder registered in the company's register of shareholders wishing to participate in the General Meeting shall notify it to the company no later than 3 April 2013 at 16.00 EET, by which time the notice of participation must be received by the company. The notification can be made either a) through the website at www.kesko.fi/investors following the instructions therein, b) by e-mail to taina.hohtari @ kesko.fi, c) by telephone +358 1053 23211 (from Monday to Friday between 9.00 and 16.00 EET), d) by fax +358 1053 23421, or e) by letter to Kesko Corporation, Legal Affairs, Satamakatu 3, FI-00016 Kesko. The registration information shall include the shareholder's name, personal ID/business ID, address, telephone number and possible assistant's or proxy representative's name and personal ID. The personal information will only be used in connection with the General Meeting and when handling related necessary registrations. 2. Holder of a nominee registered share A holder of a nominee registered share has the right to participate in the General Meeting by virtue of the shares which would entitle him/her to be registered in the shareholder register kept by Euroclear Finland Ltd on 25 March 2013. In addition, the participation requires that the shareholder is temporarily registered in the company's shareholder register by virtue of this shareholding no later than 3 April 2013 at 10.00 EET. With respect to nominee registered shares, this constitutes the registration for the General Meeting. Holders of nominee registered shares are advised to request instructions for registering in the shareholder register, submitting their proxy documents and participating in the General Meeting from their custodian banks well in advance. The account management organisation of the custodian bank shall request a holder of a nominee registered share wishing to participate in the Annual General Meeting to be temporarily registered in the company's shareholder register no later than the above date and hour. 3. Proxy representative and proxy documents A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. The proxy representative of a shareholder shall produce a dated proxy document, or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration. Possible proxy documents shall be delivered in originals to the above address before the last date for registration. 4. Other information Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be dealt with at the Meeting. At the date of the notice of the General Meeting 25 February 2013, Kesko Corporation has 31,737,007 A shares and 67,049,933 B shares, or 98,786,940 shares in aggregate. The A shares carry a total of 317,370,070 votes, and the B shares carry 67,049,933 votes, or the aggregate number of votes carried by the shares is 384.420.003. Helsinki, 4 February 2013 KESKO CORPORATION BOARD OF DIRECTORS Further information is available from Vice President, General Counsel Anne Leppälä-Nilsson, tel. +358 1053 22347. Kesko Corporation Merja Haverinen Vice President, Corporate Communications DISTRIBUTION NASDAQ OMX Helsinki Main news media www.kesko.fi ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Kesko Oyj via Thomson Reuters ONE HUG#1680506
Kesko Oyj : Notice of Annual General Meeting
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