KESKO CORPORATION STOCK EXCHANGE RELEASE 07.04.2014 AT 15.00 1(2)
Resolutions of Kesko Corporation's General Meeting
Kesko Corporation's Annual General Meeting today adopted the financial statements for 2013 and discharged the Board members and the Managing Director from liability. The General Meeting resolved to distribute 1.40 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 proposal for authorising the Board to make donations.
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 2013.
Use of profit
The General Meeting resolved to distribute a dividend of 1.40 per share on 98,917,685 shares held outside the company at the date of dividend distribution, or a total amount of 138,484,759. 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 10 April 2014 and the General Meeting resolved that the dividend pay date is 17 April 2014.
Discharge from liability
The General Meeting discharged the Board members and the Managing Director from liability for the financial year 2013.
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 (Ch.), Seppo Paatelainen (Deputy Ch.), Ilpo Kokkila, Tomi Korpisaari, Maarit Näkyvä, 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.
Donations for charitable purposes
The General Meeting approved the Board's proposal that it be authorised to decide on donations in a total maximum of 300,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2015, 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 1.40 dividend per share resolved by the General Meeting reduces the subscription prices of shares subscribed for with the 2007C options of the 2007 option scheme in accordance with the terms and conditions of the scheme.
As from 10 April 2014, 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 period||Short name|
|2007C||FI0009637227||10.84||1 Apr. 2012-30 Apr. 2014||KESBVEW307|
The proposals to the General Meeting were published in stock exchange releases on 4 February 2014. The notice of General Meeting was also published in a stock exchange release on 24 February 2014.
Further information is available from Senior Vice President, General Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.
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