share issue authorisation 2011
Kesko's 2011 Annual General Meeting held on 4 April 2011 resolved to authorise the company Board to make decisions concerning the issuance of a maximum of 1,000,000 own B shares held by the company itself. Own B shares held 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. The shares can also be issued in a directed issue, deviating 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, to finance capital expenditures or other arrangements within the scope of the company's business operations, and to operate the company's incentive plan.
Own B shares held by the company itself can be transferred either against or without consideration. According to the Finnish Limited Liability Companies' Act, a directed share issue can only be without consideration, provided that the company, taking into account the best interests of all of its shareholders, has a particularly weighty financial reason.
The Board of Directors was also authorised to make decisions concerning any other issues related to share issuances. The amount possibly paid for the company's treasury shares will be recorded in the reserve of unrestricted equity.
The authorisation is valid until 30 June 2014.
Authorisation to acquire own shares 2011
Kesko's 2011 Annual General Meeting held on 4 April 2011 authorised the company Board to make decisions concerning the acquisition of a maximum of 1,000,000 own B shares held by the company itself. Own shares can 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 date of acquisition. The shares are acquired and paid in accordance with the rules of the stock exchange.
The shares can be acquired to be used in the development of the company's capital structure, to finance possible business acquisitions, to make capital expenditures and/or other arrangements within the scope of the company's business operations, and to operate the company's incentive plan.
The Board of Directors makes decisions concerning other issues related to the acquisition of own B shares.
The authorisation is valid until 30 September 2012.
Own shares
Share issue authorisation 2012
Kesko's Annual General Meeting held on 16 April 2012 authorised the company Board to make decisions concerning the issuance of a total maximum of 20,000,000 new B shares. The shares can be issued for subscription by shareholders in a directed issue in proportion to their existing shareholdings regardless of whether they consist of A or B shares. Deviating from the shareholder's pre-emptive right, the shares can also be issued in a directed issue, if there is a weighty financial reason for the company, such as using the shares to develop the company's capital structure, and financing possible acquisitions, investments or other arrangements within the scope of the company's business operations.
The shares can only be issued against payment.
The authorisation also includes the Board's authority to decide on the share subscription price, the right to issue shares against non-cash consideration and the right to make decisions on other matters concerning share issuances. The possible share subscription price is recognised in the reserve of invested non-restricted equity.
The authorisation will be valid until 30 June 2015.
The Board of Directors has no other valid authorisations to issue shares, to increase share capital, or to acquire or transfer treasury shares.