Kesko Corporation’s Annual General Meeting today adopted the financial statements for 2008 and discharged the Board of Directors’ members and the Managing Director from liability. The Annual General Meeting resolved to distribute €1.00 per share as dividends. The Annual General Meeting resolved that the number of members of the Board of Directors is seven. The Annual General Meeting elected Heikki Takamäki, Seppo Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa Kiiskinen, Mikko Kosonen and Rauno Törrönen as Board members. The Annual General Meeting elected PricewaterhouseCoopers Oy as the company’s auditor.
A total of 1,098 shareholders participated in the Annual General Meeting.
The Annual General Meeting handled the business specified for it in the Articles of Association and the other matters listed below.
Resolutions of the Annual General Meeting
Adoption of the financial statements
The Annual General Meeting adopted Kesko Corporation’s financial statements for 2008 and the consolidated financial statements.
Use of profit
The Annual General Meeting resolved to distribute a dividend of €1.00 per share on Kesko Corporation shares, or a total amount of €97,851,050. The record date for dividend distribution is 2 April 2009 and the dividend pay date was resolved to be 9 April 2009.
€300,000 was reserved for charitable donations at the discretion of the Board of Directors. €913,083,409.96 was retained in equity.
Discharge from liability
The Annual General Meeting discharged the Board members and the Managing Director from liability for the financial year 2008.
Board of Directors
The Annual General Meeting resolved to leave the number of Board members unchanged at seven (7).
The Board members’ fees resolved by the Annual General Meeting are as follows:
the Chair of the Board is paid an annual fee of €80,000, the Deputy Chair of the Board €50,000, and a member of the Board €37,000. A meeting fee of €500 per meeting is paid for a Board meeting and its Committee's meeting, with the exception that the Chair of a Committee who is not the Chair or the Deputy Chair of the Board is paid €1,000 per Committee meeting. In addition, the Annual General Meeting resolved that daily allowances and compensation for travelling expenses are paid to the members of the Board of Directors and the members of the Committees in accordance with the general travel rules of Kesko.
The Annual General Meeting resolved to elect Heikki Takamäki, Seppo Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa Kiiskinen (new member), Mikko Kosonen (new member) and Rauno Törrönen (new member) as members of the company’s Board of Directors for a three-year term defined in the Articles of Association, which will expire at the close of the 2012 Annual General Meeting.
The Annual General Meeting resolved that the auditor’s fee is paid and expenses are reimbursed according to invoice approved by the company. The Annual General Meeting elected the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, with Johan Kronberg, APA, as the company’s auditor with principal responsibility.
Amendment of Article 9 of the Articles of Association
The Annual General Meeting resolved that Article 9 of the Articles of Association, providing for the convocation period, is amended so that the notice of the General Meeting shall be given at the latest 21 days before the General Meeting (the new Article 9 is available in appendix 1).
Authorisation of the Board of Directors to decide on share issue
The Annual General Meeting approved the Board’s proposal to authorise the Board to decide on share issue. The authorisation can be read in the relevant appendix of this release (appendix 2).
Effect of the dividend on Kesko Corporation's option schemes
The dividend resolved by the Annual General Meeting reduces the subscription prices of shares subscribed for with the 2003E and 2003F stock options of Kesko Corporation’s year 2003 scheme and with the 2007A and 2007B stock options of the year 2007 scheme in accordance with the terms and conditions of the schemes.
As from 2 April 2009, the record date for the payment of dividends, the subscription prices of new B shares subscribed for with the above stock options shall be as follows:
The Board of Directors’ proposals to the Annual General Meeting were published in a stock exchange release on 5 February 2009. The notice of Annual General Meeting was also published in a stock exchange release on 2 March 2009.
Further information is available from Vice President, General Counsel Anne Leppälä-Nilsson, telephone +358 1053 22347.
Helsinki Stock Exchange
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NEW ARTICLE 9 OF KESKO CORPORATION’S ARTICLES OF ASSOCIATION
Notice of the General Meeting
The notice of the General Meeting shall be given to shareholders by means of an announcement published in at least two (2) national newspapers. The notice of the meeting shall be given at the earliest two (2) months and at the latest twenty one (21) days before the General Meeting.
To have the right to attend a General Meeting, shareholders shall register with the company not later than on the date given in the notice of the meeting, which date may not be earlier than ten (10) days prior to the meeting."
KESKO CORPORATION'S BOARD OF DIRECTORS’ SHARE ISSUE AUTHORISATION
The Board of Directors is authorised to decide about the issuance of new company B shares on the following terms and conditions:
The maximum number of shares issued
By virtue of authorisation, the Board of Directors is authorised to decide about the issuance of up to 20,000,000 new B shares.
Issue for consideration
The new shares can only be issued against payment ("Issue for consideration").
Subscription right and directed issue
The new shares can be issued:
· in a directed issue to the company's existing shareholders in proportion to their existing shareholdings regardless of whether they consist of A or B shares;
· in a directed issue deviating from the shareholders' pre-emptive rights in order for the issued shares to be used as consideration in possible company acquisitions, other company business arrangements, or to finance investments.
The company must have a weighty financial reason for deviating from the shareholders' pre-emptive rights.
Subscription price and its recognition in the balance sheet
The Board of Directors decides the subscription price of the issued shares.
The Board of Directors also has the authority to issue shares against non-cash consideration.
The subscription price is recognised in the reserve of invested non-restricted equity.
Validity of authorisation
The share issue authorisation will be valid until 30 March 2012.
The Board of Directors makes decisions concerning any other matters relating to share issues.