Authorisations

2018 authorisation to acquire own shares

Kesko’s Annual General Meeting of 11 April 2018 approved the Board's proposal for its authorisation to decide on the acquisition of a maximum of 1,000,000 of the Company’s own B shares.

The B shares will be acquired with the Company's distributable unrestricted equity, not in proportion to the shareholdings of shareholders, at the market price quoted in public trading organised by Nasdaq Helsinki Ltd ("the exchange") at the time of acquisition. The shares will be acquired and paid for in accordance with the rules of the exchange. The acquisition of own shares reduces the amount of the Company's distributable unrestricted equity. The B shares will be acquired 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, and to implement the Company's commitment and incentive scheme for management and other personnel. The Board will make decisions concerning any other matters related to the acquisition of the Company’s own B shares.

The authorisation will be valid until 30 September 2019.

2018 share issue authorisation

Kesko’s Annual General Meeting of 11 April 2018 approved the Board's proposal for its authorisation to decide on the issuance of a maximum of 10,000,000 new B shares.

The new shares can only be issued against payment. 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 hold A or B shares, or, departing from the shareholder's pre-emptive right, 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, capital expenditure or other arrangements within the scope of the Company's business operations. The Board of Directors will decide on the subscription price of the issued shares. The Board will also have the right to issue shares for a non-cash consideration. The subscription price is recognised in the reserve of 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 2021.

2016 Share issue authorisation

Kesko’s Annual General Meeting held on 4 April 2016 authorised the Company’s Board to make decisions concerning the transfer of a total maximum of 1,000,000 own B shares held by the Company in treasury. Own B shares held by the Company in treasury 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, 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 or other arrangements within the scope of the Company's business operations, and to implement the Company's commitment and incentive scheme.

Own B shares held by the Company in treasury can be transferred 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 authorisation also includes the Board's authorisation to make decisions on other matters concerning share issues. The amount possibly paid for the Company’s own shares is recorded in the reserve of unrestricted equity.

The authorisation is valid until 30 June 2020.

The Board of Directors has no other valid authorisations to issue shares, to increase share capital, or to acquire or transfer treasury shares.

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