Kesko Board's proposals to the Annual General Meeting

Stock exchange release / 06.02.2019 09:10

Kesko Corporation's Board of Directors has decided to propose to the Annual General Meeting convened for 8 April 2019 that the dividend payable for the year 2018 be €2.34 per share, that sections 6, 9 and 10 of the Company’s Articles of Association be amended, and that the Board be authorised to decide on donations for charitable purposes. The Board proposes that Authorised Public Accountants PricewaterhouseCoopers Oy be elected as the Company’s auditor.

Kesko Corporation's shareholders are invited to the Annual General Meeting to be held at Messukeskus Helsinki, Rautatieläisenkatu 3, Helsinki, on Monday, 8 April 2019, starting at 13.00 EET. In addition to the matters specified for the agenda of the Annual General Meeting in section 10 of the Company’s Articles of Association, the following proposals by the Board of Directors will be handled by the Annual General Meeting:

Distribution of profit

The Board proposes that a dividend of €2.34 per share be paid for the year 2018 based on the adopted balance sheet on shares held outside the Company at the date of dividend distribution. The remaining distributable assets will remain in equity. The Board proposes that the dividend be paid in two instalments. The first instalment, €1.17 per share, will be paid to shareholders registered in the Company's register of shareholders kept by Euroclear Finland Ltd on the first dividend instalment payment record date 10 April 2019. The Board proposes that the first dividend instalment pay date be 17 April 2019. The second instalment, €1.17 per share, will be paid to shareholders registered in the Company's register of shareholders kept by Euroclear Finland Ltd on the second dividend instalment payment record date 10 October 2019. The Board proposes that the second dividend instalment pay date be 17 October 2019. The Board proposes it be authorised to decide, if necessary, on a new dividend payment record date and pay date for the second instalment if the rules and statutes of the Finnish book-entry system change or otherwise so require.

Auditor, auditor's remuneration and basis for reimbursement of expenses

The Board proposes that Authorised Public Accountants PricewaterhouseCoopers Oy be elected as the Company’s auditor. If the firm is elected as Kesko's auditor, PricewaterhouseCoopers Oy has announced that APA Mikko Nieminen will be the auditor with principal responsibility. The Board proposes that the auditor's remuneration and the reimbursements of the auditor's expenses be paid according to an invoice approved by the Company.

Amendments to the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves to amend sections 6, 9 and 10 of the Company’s Articles of Association.

The Board proposes amending section 6 “Auditor” of the Articles of Association, as in accordance with the Finnish Auditing Act, which entered into force on 1 January 2016, the Auditor Oversight unit of the Finnish Patent and Registration Office is responsible for auditor oversight as of 1 January 2016, not the Chamber of Commerce. The Board proposes not to include the name of the oversight authority in the Articles of Association. Furthermore, the Board proposes recording that the Company’s Authorised Public Accountants organisation shall designate an Authorised Public Accountant as the auditor with principal responsibility. Apart from the proposed changes, the wording and content of section 6 would not be amended.

The Board proposes amending section 9 “Notice of the General Meeting” of the Company’s Articles of Association so that a notice of a General Meeting shall be given, in accordance with the Finnish Limited Liability Companies Act, at the earliest three months before the General Meeting, instead of the two months currently stated in the Articles of Association.

The Board proposes amending section 10 “Annual General Meeting” of the Company’s Articles of Association so that the Meeting shall decide on the number of the Board of Directors’ members only when necessary. According to section 4 “Board of Directors” of the Articles of Association, the term of the Board of Directors’ members is three (3) years, and therefore an Annual General Meeting does not necessarily elect any Board members, and consequently does not need to make decisions regarding the number of Board members. The Board also proposes changing the wording to refer to “the fees and the basis for the reimbursement of expenses to the members of the Board of Directors and the auditor” instead of the current “auditors”.

Donations for charitable purposes

The Board proposes 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 2020, and to decide on the donation recipients, purposes of use, and other terms and conditions of the donations.

Available documents

The proposals of the Board of Directors and shareholders are available on the Company's website at www.kesko.fi/en/investor/General-Meeting. The financial statements documents will be made available to shareholders on the Company's website in week 10. Copies of the documents will be sent to shareholders on request. They will also be available at the Annual General Meeting.

Notice of the Annual General Meeting

The notice of the Annual General Meeting will be published separately at a later date on the Company's website and as a stock exchange release.

Further information is available from Mika Majoinen, EVP, Group General Counsel, tel. +358 105 322 206.

Kesko Corporation

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