KESKO CORPORATION STOCK EXCHANGE RELEASE 08.04.2013 AT 16.15 1(3)
Kesko Corporation's Annual General Meeting today adopted the financial statements for 2012 and discharged the Board members and the Managing Director from liability. The General Meeting resolved to distribute 1.20 per share as dividends. The General Meeting resolved that the number of Board members is seven and elected PricewaterhouseCoopers Oy as the company's auditor. In addition, the General Meeting approved the Board's proposals for amending Article 9 of the Articles of Association, for authorising the Board to acquire own shares, to issue shares and to make donations.
A total of 1,316 shareholders participated in the General Meeting.
The General Meeting handled the business specified for the Annual General Meeting in the Articles of Association, and the other matters listed below.
Resolutions of the General Meeting
Adoption of the financial statements
The General Meeting adopted Kesko Corporation's financial statements and the consolidated financial statements for 2012.
Use of profit
The General Meeting resolved to distribute a dividend of 1.20 per share on 98,243,814 shares held outside the company at the date of dividend distribution, or a total amount of 117,892,576.80. No dividend is paid on own shares held by the Company at the record date of dividend distribution. The record date for dividend distribution is 11 April 2013 and the General Meeting resolved that the dividend pay date is 18 April 2013.
Discharge from liability
The General Meeting discharged the Board members and the Managing Director from liability for the financial year 2012.
Board of Directors
The General Meeting resolved that the number of Board members is seven (7). In addition, the General Meeting resolved to leave the Board members' fees and the basis for reimbursement of expenses unchanged. The fees and the basis for reimbursement of expenses 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 a fee of 1,000 per Committee meeting. Daily allowances are paid and travel expenses are reimbursed to Board members in accordance with the general travel rules of Kesko.
In accordance with the Articles of Association, the terms of office of the seven (7) Board members elected by the Annual General Meeting on 16 April 2012, namely Esa Kiiskinen, Ilpo Kokkila, Tomi Korpisaari, Maarit Näkyvä, Seppo Paatelainen, Toni Pokela and Virpi Tuunainen, will expire at the close of the 2015 Annual General Meeting.
The General Meeting resolved that the auditor's fee is paid and expenses are reimbursed according to invoice approved by the company. The General Meeting elected the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, as the company's auditor. The auditor with principal responsibility for the company is APA Johan Kronberg.
Amendment of Article 9 of the Articles of Association
The General Meeting approved the Board's proposal that the clause in Article 9 of the Articles of Association, concerning the delivery of the notice of a General Meeting, be amended to the effect that the notice of a General Meeting shall be delivered to shareholders by means of publishing it on the company's website. The Articles of Association previously stated that the notice of a General Meeting was to be published in at least two national newspapers.
Authorisation to acquire own shares
The General Meeting approved the Board's proposal to authorise the Board to decide on the acquisition of a maximum of 500,000 own B shares.
Own shares shall 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 time of acquisition. The shares shall be acquired and paid in accordance with the rules of the stock exchange.
The shares shall be acquired to be used in the development of the company's capital structure, to finance possible business acquisitions, capital expenditures and/or other arrangements within the scope of the company's business operations, and to implement the company's incentive plan, or to be assigned otherwise, or cancelled.
The Board makes decisions concerning other matters related to the acquisition of own B shares. The authorisation is valid until 30 September 2014.
Authorisation to issue shares
The General Meeting approved the Board's proposal that it be authorised to decide on the issuance of own B shares held as treasury shares by the company.
By virtue of the authorisation, the Board is entitled to decide on the issuance of a maximum of 1,000,000 B shares.
The B shares held as treasury shares by the company can be issued to shareholders for subscription in a directed issue in proportion to their existing holdings of the company shares, regardless of whether they own A or B shares.
The B shares held as treasury shares by the company can also be issued in a directed issue departing from the shareholder's pre-emptive right, for a weighty financial reason for the company, such as using the shares to develop the company's capital structure to finance possible business acquisitions, capital expenditures or other arrangements within the scope of the company's business operations, and to implement the company's incentive plan.
The own B shares held as treasury shares by the company can be delivered either against or without consideration. According to the Limited Liability Companies Act, a directed share issue can only be without consideration, if the company, taking into account the best interests of all its shareholders, has a particularly weighty financial reason for that.
The amount possibly paid for treasury shares is recognised in the reserve of invested non-restricted equity.
The Board makes decisions concerning any other matters related to share issuances. The authorisation is valid until 30 June 2017 and it supersedes the Board's share issue authorisation resolved by the Annual General Meeting held on 4 April 2011, but it does not supersede the Board's share issue authorisation resolved by the Annual General Meeting held on 16 April 2012.
Donations for charitable purposes
The General Meeting approved the Board's proposal that it be authorised to decide on the donations in a total maximum of 300,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2014, and to decide on the donation recipients, purposes of use and other terms of the donations.
Effects of the dividend on Kesko Corporation's 2007 option scheme
The 1.20 dividend per share resolved by the General Meeting reduces the subscription prices of shares subscribed for with the 2007B and 2007C options of the 2007 option scheme in accordance with the terms and conditions of the scheme.
As from 11 April 2013, the record date for the payment of dividends, the subscription prices of new B shares subscribed for with the above options are as follows:
|Option||ISIN code||B share subscription price||Subscription period||Short name|
|2007B||FI0009637219||20.97||1 Apr. 2011-30 Apr. 2013||KESBVEW207|
|2007C||FI0009637227||12.24||1 Apr. 2012-30 Apr. 2014||KESBVEW307|
The proposals to the General Meeting were published in stock exchange releases on 5 February 2013. The notice of General Meeting was also published in a stock exchange release on 25 February 2013.
Further information is available from Vice President, General Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.
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