Kesko Corporation's shareholders are invited to the company's Annual General
Meeting, to be held at Messukeskus Helsinki, Rautatieläisenkatu 3 (Siipi
entrance), Helsinki, on Thursday, 30 March 2023, starting at 13.00 EET.
Reception desks for those registered for the meeting will open and voting
tickets will be provided starting at 12.00 noon EET. No refreshments will be
served at the meeting.
Shareholders may submit questions, as referred to in Chapter 5, Section 25 of
the Finnish Limited Liability Companies Act, pertaining to matters to be
discussed at the meeting, also prior to the meeting in writing. Instructions for
submitting questions in writing are given in section C of this Notice.
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 scrutinise the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the list of votes
6. Review by the President and CEO
7. Presentation of the 2022 financial statements, the Report by the Board of
Directors, and the Auditor's Report
8. Adoption of the financial statements
The Board proposes that the General Meeting adopt the financial statements. The
company's Auditor has recommended adopting the financial statements.
9. Use of the profit shown on the balance sheet and resolution on the
distribution of dividends
The Board proposes that a dividend of €1.08 per share be paid for the year 2022
based on the adopted balance sheet on shares held outside the company at the
date of dividend distribution. The remaining distributable assets will remain in
equity. The Board proposes that the dividend be paid in four instalments as
follows:
·
· The first instalment of €0.27 per share is to be paid to shareholders
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the instalment's record date 3 April 2023. The Board proposes that the
dividend instalment pay date be 12 April 2023.
· The second instalment of €0.27 per share is to be paid to shareholders
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the instalment's record date 21 June 2023. The Board proposes that the
dividend instalment pay date be 28 June 2023.
· The third instalment of €0.27 per share is to be paid to shareholders
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the instalment's record date 12 September 2023. The Board proposes that
the dividend instalment pay date be 19 September 2023.
· The fourth instalment of €0.27 per share is to be paid to shareholders
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the instalment's record date 12 December 2023. The Board proposes that
the dividend instalment pay date be 19 December 2023.
The Board proposes it be authorised to decide, if necessary, on new dividend
payment record dates and pay dates for the second, third and/or fourth
instalments, if the rules and statutes of the Finnish book-entry system change
or otherwise so require.
As at the date of the proposal for the distribution of profit, 1 February 2023,
a total of 397,458,647 shares were held outside the company, and the
corresponding total amount of dividends is €429,255,338.76.
The distributable assets of Kesko Corporation total €1,498,545,852.49, of which
profit for the financial year is €408,925,619.88.
10. Resolution on discharging the Board members and the Managing Director from
liability for the financial year 1 Jan. - 31 Dec. 2022
11. Reviewing the Remuneration Report for Governing Bodies
The Board proposes that the General Meeting approve the 2022 Remuneration Report
for Governing Bodies. The resolution concerning the Remuneration Report is
advisory in nature. The Remuneration Report will be made available on the
company's website at www.kesko.fi/agm in week 10 at the latest.
12. Resolution on the Board members' remuneration and the basis for
reimbursement of their expenses
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.
13. Resolution on the Auditor's fee and the basis for reimbursement of expenses
The Board proposes to the General Meeting, at the recommendation of the Board's
Audit Committee, that the Auditor's remuneration and the reimbursements of the
Auditor's expenses be paid according to an invoice approved by the company.
14. Election of the Auditor
The Board proposes to the General Meeting, at the recommendation of the Board's
Audit Committee, that the firm of authorised public accountants Deloitte Oy be
re-elected as the company's Auditor for a term that continues until the end of
the next Annual General Meeting. Should Deloitte Oy be elected as the company's
Auditor, the firm has announced that APA Jukka Vattulainen will continue as the
auditor with principal responsibility.
15. The Board's proposal to amend Section 4 of the company's Articles of
Association
The Board proposes that the term of office of the members of the company's Board
of Directors be amended from the current three (3) years to one (1) year. The
company has committed to complying with the Corporate Governance Code issued by
the Finnish Securities Market Association in 2020, which recommends that Board
members be elected annually by the Annual General Meeting. A 1-year term of
office is also general market practice.
The current Board members were elected at the Annual General Meeting of 12 April
2021 for a term of office of three years. The Board proposes that the amendment
to the Articles of Association take effect when the term of office of the
current Board members expires, that is, when the 2024 Annual General Meeting
elects Board members. The amendment to the Articles of Association is proposed
to be made at the 2023 Annual General Meeting so that the company's
Shareholders' Nomination Committee knows well enough in advance the length of
the term of office when the Committee is preparing proposals regarding Board
members to the 2024 Annual General Meeting.
According to the proposal, Section 4 of the Articles of Association would read
as follows:
Ӥ4
Board of Directors
The company has a Board of Directors, which is responsible for company
management and the appropriate organisation of operations.
The Board of Directors is formed of at least five (5) but no more than eight (8)
members.
The term of the Board of Directors' members is three (3) years so that the term
begins at the close of the General Meeting electing the members and expires at
the close of the third (3rd) subsequent Annual General Meeting.
As of the 2024 Annual General Meeting, the term of Board members elected is one
(1) year, so that the term begins at the close of the General Meeting electing
the member and expires at the close of the next Annual General Meeting.
The Board of Directors elects a Board Chair from among its members.
The Board of Directors meets at the Board Chair's request. The Board has a
quorum when more than a half (1/2) of its members are present. If the votes are
evenly divided, the opinion with which the Board Chair agrees shall become the
decision.”
Due to the proposed amendment to the Articles of Association, the Board will be
proposing to the 2024 Annual General Meeting that it resolve to remove from
Section 4 of the Articles of Association references to the 3-year term of office
of Board members, and that Section 10 of the Articles of Association concerning
the Annual General Meeting agenda be amended to refer to a 1-year term of
office.
16. Authorising the Board of Directors to decide on the repurchase of the
company's own shares
The Board proposes that the General Meeting authorise the Board to decide on the
repurchase of the company's own B shares under the following terms and
conditions:
Under the authorisation, the Board will be entitled to decide on the repurchase
of a maximum of 16,000,000 of Kesko's shares. This number of shares is
equivalent to approximately 4% of all shares in the company. Based on the
authorisation, shares may also be repurchased not in proportion to the
shareholdings of shareholders (directed repurchase). The shares may be purchased
in one or more lots. Shares may be purchased at the price quoted in public
trading on the date of acquisition. Shares may also be purchased outside public
trading for a price that at maximum corresponds to the market price quoted in
public trading at the time of acquisition. Based on the authorisation, the Board
may decide to repurchase shares using only the company's non-restricted equity.
Shares are to be repurchased for use in the development of the company's capital
structure, to finance possible acquisitions, capital expenditure and/or other
arrangements within the scope of the company's business operations, to implement
the company's commitment and incentive schemes, or to be kept by the company,
otherwise transferred, or cancelled.
The Board will make decisions concerning any other terms related to the
repurchase of own shares.
The authorisation will be in force until 30 June 2024. The authorisation cancels
out the authorisation granted by the General Meeting of 7 April 2022 to the
Board of Directors to repurchase a maximum of 16,000,000 of the company's own B
series shares, which would have expired on 30 June 2023.
17. Authorising the Board of Directors to decide on a share issue
The Board proposes that the General Meeting authorise the Board to decide on the
issuance of new B series shares as well as of own B shares held by the company
as treasury shares on the following terms and conditions:
Under the authorisation, the Board shall be authorised to make one or more
decisions on the issuance of shares, provided that the number of shares thereby
issued totals a maximum of 33,000,000 B shares. This number of shares is
equivalent to approximately 8.2% of all shares in the company.
The shares can be issued for subscription by shareholders in a directed issue in
proportion to their existing holdings of the company's shares, regardless of
whether they own A or B shares. Shares 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 acquisitions, capital expenditure and/or other
arrangements within the scope of the company's business operations, or to
implement the company's commitment and incentive schemes. For the latter
purpose, however, the maximum number of shares that can be issued is 800,000
shares. This number of shares is equivalent to approximately 0.2% of all shares
in the company.
New shares can only be issued against payment. Own shares held by the company as
treasury shares can be issued either against or without payment. According to
the Finnish Limited Liability Companies' Act, a directed share issue can only be
without payment if the company, taking into account the best interests of all of
its shareholders, has a particularly weighty financial reason for it.
The Board will decide on the subscription price of the shares upon the issuance
of new shares, and the possible amount that is payable upon the conveyance of
shares held by the company. The Board will also have the right to issue shares
for a non-cash consideration. The subscription price and possible amount payable
for the shares will be recorded in the reserve for invested non-restricted
equity.
The Board will make decisions regarding any other matters related to the share
issues.
The authorisation is valid until 30 June 2024. The authorisation cancels out the
authorisation granted by the General Meeting of 7 April 2022 to the Board of
Directors to issue of a total maximum of 33,000,000 new B shares or B shares
held by the company as treasury shares, which would have expired on 30 June
2023.
18. Authorising the Board of Directors to decide on donations for charitable
purposes
The Board proposes that the General Meeting resolve to authorise the Board to
decide on donations in a total maximum of €300,000 for charitable or
corresponding purposes until the Annual General Meeting to be held in 2024, and
to decide on the donation recipients, purposes of use, and other terms and
conditions of the donations.
19. Closing of the meeting
B. General Meeting documents
This Notice of General Meeting, containing all resolution proposals on the
General Meeting agenda, is available on Kesko Corporation's website at
www.kesko.fi/agm. Kesko Corporation's financial statements, Report by the Board
of Directors, Auditor's report, and the remuneration report will be made
available on the website in week 10 at the latest. The resolution proposals and
the abovementioned documents will also be made available at the General Meeting,
but for environmental reasons, only the agenda will be available to meeting
participants as a paper copy. The minutes of the Annual General Meeting will be
made available on the aforementioned website on 13 April 2023 at the latest.
C. Instructions for meeting participants
1. Shareholders in the company's register of shareholders
Shareholders have the right to attend the General Meeting if they are registered
as shareholders in the company's register of shareholders kept by Euroclear
Finland Ltd on 20 March 2023 (the record date of the General Meeting).
Shareholders whose shares are registered on their personal Finnish book-entry
account are registered in Kesko's register of shareholders.
Registration for the General Meeting begins on 2 February 2023. A shareholder in
the register of shareholders wishing to participate in the General Meeting must
register for the meeting by 24 March 2023 by 16.00 EET at the latest, by which
time the registration will have to have been received by the company. Meeting
registrations can be made:
a. online at www.kesko.fi/agm following the instructions provided there
b. by sending an email to keskoagm@kesko.fi, or
c. by calling +358 105 323 211 (from Monday to Friday between 9 and 16).
The registration information must include the requested information such as the
shareholder's name, date of birth/personal ID/business ID, address and telephone
number and a possible assistant's name or proxy representative's name and
personal ID. The personal data will only be used in connection with the General
Meeting and when processing related necessary registrations.
The shareholder, their representative or their proxy representative must be able
to provide proof of identity and/or their right to represent the shareholder at
the meeting venue if necessary.
2. Holders of a nominee-registered shares
Holders of nominee-registered shares have the right to participate in the
General Meeting by virtue of the shares which would entitle them to be
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the General Meeting record date 20 March 2023. Attendance also requires
that the shareholder is temporarily registered in the Company's register of
shareholders kept by Euroclear Finland Ltd by virtue of this shareholding by 27
March 2023 at 10.00 EET at the latest. With respect to nominee-registered
shares, this constitutes as registration for the General Meeting.
Holders of nominee-registered shares are advised to request instructions for
registering in the temporary register of shareholders, submitting their proxy
documents and voting instructions, and participating in the General Meeting from
their custodian banks well in advance. The account operator of the custodian
bank shall request a holder of a nominee-registered share wishing to participate
in the General Meeting to be registered in the company's temporary register of
shareholders by the aforementioned deadline at the latest.
3. Proxy representatives and proxy documents
Shareholders can participate in the General Meeting and exercise their rights
thereat by way of proxy representation. A proxy representative shall produce a
dated proxy document or otherwise in a reliable manner demonstrate their right
to represent the shareholder at the General Meeting. Should a shareholder
participate in the General Meeting by means of several proxy representatives
representing the shareholder with shares on different book-entry accounts, the
shares by which each representative represents the shareholder shall be
identified in connection with the registration.
Possible proxy documents are to be delivered by email to keskoagm@kesko.fi or by
mail to Kesko Corporation/Group Legal Affairs, PO Box 1, FI-00016 Kesko before
the end of the registration period. In addition to providing proxy documents,
the shareholder or the proxy representative must register for the General
Meeting as detailed in this Notice.
Shareholders who are legal persons can also use the electronic Suomi.fi
authorisation service instead of a traditional proxy document. In this case, the
legal person authorises a proxy that they nominate in the Suomi.fi authorisation
service at the website www.suomi.fi/e-authorizations using the mandate theme
“Representation at the General Meeting”. At the service, the authorised person
must identify themselves using strong electronic identification in connection
with their registration, after which the electronic authorisation will be
checked automatically. Strong electronic identification can be done using online
banking codes or Mobile ID. More information is available on the website
www.suomi.fi/e-authorizations.
4. Other instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish 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 General
Meeting. Shareholders who have the right to participate in the General Meeting,
as set out in sections C.1 and C.2, may submit questions pursuant to Chapter 5,
Section 25 of the Limited Liability Companies Act, pertaining to the matters to
be dealt with at the General Meeting, until 24 March 2023 by 16.00 EET, by
sending the questions by e-mail to keskoagm@kesko.fi. The company's management
shall respond to such questions submitted in advance in writing either at the
General Meeting or prior to the meeting on the company's website at
www.kesko.fi/agm. When submitting a question, the shareholder must provide
sufficient proof of their shareholding, if requested.
Changes in the ownership of shares that take place after the General Meeting
record date do not affect the right to take part in the General Meeting or the
shareholder's number of votes.
As at the date of this Notice, Kesko Corporation has 126,948,028 A shares, which
carry a total of 1,269,480,280 votes, and 273,130,980 B shares, which carry a
total of 273,130,980 votes. Thus the combined number of shares is 400,079,008
and the total number of votes is 1,542,611,260. Each A series share carries ten
votes and each B series share carries one vote at the General Meeting.
The Messukeskus event venue is easily accessible with public transportation.
Shareholders are kindly asked to note that parking in the Messukeskus parking
facilities is subject to a charge.
Helsinki, 1 February 2023
KESKO CORPORATION
BOARD OF DIRECTORS
Further information is available from Lasse Luukkainen, Group General Counsel,
tel. +358 105 322 818.
Kesko Corporation
DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media
www.kesko.fi