The Shareholders' Nomination Committee of Kesko Corporation submits the
following proposals to the Annual General Meeting planned to be held on 30 March
2023. The proposals will also be included in the Notice of General Meeting, to
be published later.
Board members' fees
The Shareholders' Nomination Committee proposes that the remuneration of Board
members and the reimbursement of their expenses remain unchanged. The proposal
regarding the remuneration of Board members and the reimbursement of their
expenses in 2023-2024 is as follows:
· Board Chair, an annual fee of €102,000
· Board Deputy Chair, an annual fee of €63,000
· Board member, an annual fee of €47,500
· Board member who is the Chair of the Audit Committee, an annual fee of
€63,000
· A meeting fee of €600/meeting for a Board meeting and its Committee's
meeting. A meeting fee of €1,200/Board meeting for the Board Chair. However, a
meeting fee of €1,200/Committee meeting is to be paid to a Committee Chair who
is not the Chair or Deputy Chair of the Board. The meeting fees are to be 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 aforementioned annual remuneration payments be made in
Kesko Corporation's B shares and in cash, with approximately 30% of the
remuneration paid in shares. After the transfer of shares, the remaining amount
will be 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 are to 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 2023. 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.
Kesko's Annual General Meeting of 28 April 2020 resolved to establish a
Shareholders' Nomination Committee. The Committee prepares e.g. proposals
regarding the remuneration of Board members to Kesko's General Meeting of
shareholders. The Nomination Committee has three members: two appointed by
Kesko's biggest shareholders and one who is the Chair of Kesko's Board of
Directors. The Nomination Committee members are Toni Pokela, retailer, appointed
by K-Retailers' Association, Jouko Pölönen, President and CEO, appointed by
Ilmarinen Mutual Pension Insurance Company, and Esa Kiiskinen, Chair of Kesko's
Board of Directors.
Further information is available from Toni Pokela, Chairman of the Shareholders'
Nomination Committee, tel. +358 40 547 8346, Lasse Luukkainen, Group General
Counsel, tel. +358 105 322 818, and Hanna Jaakkola, Vice President, Investor
Relations, tel. +358 105 323 540.
Kesko Corporation
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