The Annual General Meeting, which is held on a date before the end of every June as designated by the company's Board of Directors, handles the business specified for the Annual General Meeting in the company's Articles of Association and any other proposals that may be made to the General Meeting. Kesko's Annual General Meeting has usually been held in March-April. If needed, the company may also hold Extraordinary General Meetings.
The General Meetings are convened by the company's Board of Directors. An Extraordinary General Meeting must also be convened if shareholders with at least 10% of the shares so demand in writing in order to deal with a given matter. As a rule, the General Meeting handles items proposed by the company's Board of Directors.
In 2011, Kesko Corporation's Annual General Meeting is planned for Monday, 4 April 2011. meeting will be convened by the company's Board of Directors later on.
Kesko's General Meetings since 1998
Items proposed by shareholders to the agenda of the Annual General Meeting
A shareholder has the right, by virtue of the Limited Liability Companies Act, to put matters that fall within the competence of the General Meeting on the agenda of the Annual General Meeting, provided the shareholder makes a written request to the Board of Directors in time for the matter to be included in the notice of the meeting.
Possible requests from shareholders to put matters on the agenda of Kesko's Annual General Meeting shall be delivered at the latest by the date published on the company's website www.kesko.fi (regarding the Annual General Meeting 2012 the date was 10 February 2012). A written request, together with an explanation or a draft resolution, shall be sent to Kesko Corporation, Kesko Group's Legal Affairs, FI-00016 KESKO, or by e-mail to cg@kesko.fi.
The Annual General Meeting 2012
The Annual General Meeting 2011
Major matters within the competence of the General Meeting
The most significant matters falling within the competence of the General Meeting include:
- resolution on the number of Board members
- election of Board members
- resolutions on the remuneration and financial benefits of Board members and members of the Board Committees
- election of the auditor and resolution on the auditor's fee
- adoption of the financial statements
- resolution on discharging the Board members and the Managing Director from liability
- amending the Articles of Association
- resolution on share issues
- resolution on the distribution of the company's assets, such as profit distribution.
Nomination of Board member candidates and election of Board members
There are no special procedures concerning the nomination of candidates or their election. The number of Board members is resolved and the Board members are elected by majority votes at the General Meeting based on shareholders' proposals.
Convening the General Meeting
Shareholders are invited to the General Meeting by a notice published in at least two (2) nationwide newspapers specifying, among other things:
- the name of the company, the time and place of the General Meeting
- the Board's proposed agenda for the General Meeting
- the proposals for the number and fees of Board members and, when necessary, proposals for Board members with biographical information made by shareholders holding at least 10% of the votes carried by the company shares
- the Audit Committee's proposal for the auditor
- other Board's, its Committees' and shareholders' proposals to the General Meeting
- a mention of the procedures that a shareholder must comply with in order to participate in and cast votes at the General Meeting
- a mention of the procedures that a shareholder must comply with in order to participate in the General Meeting by proxy
- a mention of a shareholder's right to ask questions related to items on the agenda of the General Meeting
- the date on which a person must be listed as a shareholder in the company's shareholder register in order to have the right to participate in the General Meeting and to cast votes at it (so-called record date of the General Meeting)
- the place where the General Meeting documents and draft resolutions are available
- the total number of shares and voting rights by share class at the date of convocation
- the address of the company website www.kesko.fi.
The notice of the meeting is delivered no earlier than two (2) months and no later than three (3) weeks before the General Meeting, but at least nine (9) days before the record date of the General Meeting, referred to in Chapter 4, Section 2, Subsection 2 of the Finnish Limited Liability Companies Act. The notice of the meeting and the proposals of the company's Board to the General Meeting are published in a stock exchange release. The proposals for the number of Board members, for Board members and for Board members' fees made by shareholders holding at least 10% of the votes carried by the company shares are also published in a stock exchange release.
Availability of meeting documents
The notice of the General Meeting and the following information are made available to shareholders on the company's website at least 21 days before the General Meeting:
- the documents to be submitted to the General Meeting, such as the Report by the Board of Directors, and the consolidated and the company's financial statements
- draft resolutions proposed to the General Meeting.
Right to participate in the General Meeting
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 at the record date of the General Meeting separately announced by the company. Shareholders must register for the General Meeting in advance by the date given in the notice of the General Meeting, which date cannot be earlier than ten (10) days before the meeting. Shareholders may participate in the meeting themselves, or through proxy representatives. If a shareholder has more than one securities accounts, he or she can appoint different proxy representatives to represent his or her shares held in different securities accounts. The proxy representative shall produce a proxy document or otherwise provide reliable evidence of the right to represent the shareholder. A shareholder or proxy representative can have one (1) assistant at the General Meeting.
Minutes of the General Meeting
The minutes of the General Meeting are recorded and made available to shareholders on the company website, together with voting results and appendixes relating to the resolutions of the General Meeting within two (2) weeks from the General Meeting. Appendixes to the resolutions of the General Meeting are available on the company website only insofar they describe the actual content of the resolution. The resolutions of the General Meeting are also published in a stock exchange release immediately after the meeting.
Minutes of Kesko's General Meetings are available in section General meetings.
Presence of governing bodies at the General Meeting
The company aims for all members of Kesko's Board of Directors, the President and CEO, and the auditor to be present at the Annual General Meeting. An Extraordinary General Meeting is attended by the Chair of the company's Board of Directors, a sufficient number of members of the Board and its committees, and the President and CEO. A first-time candidate for the Board of Directors is present at the General Meeting deciding on the election, unless there is a weighty reason for his or her absence.
Share series
The company has share series A and B, which differ only with respect to the votes they carry. Each A share carries the right to ten (10) votes and each B share to one (1) vote at the General Meeting. When votes are taken, the proposal supported by more than half of the votes will normally be the resolution of the General Meeting, as prescribed by the Limited Liability Companies Act. However, the Act specifies several matters, such as amendments to the Articles of Association and resolutions on directed share issues, where a resolution requires an enhanced qualified majority in relation to the number of shares and the votes they carry by law. Basic share information
Kesko's Articles of Association do not include redemption clauses or voting restrictions. The company is not aware of shareholder agreements on the use of voting rights in the company, or agreements restricting the disposal of company shares.