Kesko Board's proposals to the Annual General Meeting

Kesko Corporation's Board of Directors has decided to propose to the Annual General Meeting convened for 11 April 2018 that the dividend payable for the year 2017 be €2.20 per share, and that the Board of Directors be authorised to decide on the acquisition of the Company's own B shares and on the issue of shares. The Board's Audit Committee proposes that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the auditor of the Company. 

Kesko Corporation's shareholders are invited to the Annual General Meeting to be held at Messukeskus Helsinki, Conference Centre, Messuaukio 1, Helsinki, on Wednesday, 11 April 2018, starting at 13.00. In addition to the business specified for the Annual General Meeting in Article 10 of the Company’s Articles of Association, the following proposals by the Board of Directors and its Audit Committee will be handled by the General Meeting: 

Distribution of profits 

The Board proposes that a dividend of €2.20 per share be paid for the year 2017 on the basis of the adopted balance sheet. The dividend would be paid to shareholders registered in the Company's register of shareholders kept by Euroclear Finland Ltd on the record date for the payment of the dividend, 13 April 2018. No dividend is to be paid on own shares held as treasury shares by the Company on the record date for the payment of the dividend. The Board proposes that the dividend pay date be 20 April 2018. 

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

The Board's Audit Committee proposes that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the auditor of the Company. 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's Audit Committee proposes that the auditor's remuneration and the reimbursement of the auditor's expenses be paid according to an invoice approved by the Company. 

Authorisation to acquire own shares 

The Board proposes that the General Meeting resolve to authorise the Board to decide on the acquisition of a maximum of 1,000,000 of the Company’s own B shares. 

The shares would 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 would be acquired and paid for in accordance with the rules of the Exchange. The acquisition of own shares would reduce the amount of the Company's distributable unrestricted equity. 

The shares would 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 would make decisions concerning any other issues related to the acquisition of the Company’s own B shares. The authorisation would be valid until 30 September 2019. 

Share issue authorisation 

The Board proposes that it be authorised to decide on the issuance of a total maximum of 10,000,000 new B shares in a share issue. The shares could be issued against payment to be subscribed for 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 shareholders’ 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 amount paid for the shares would be recognised in the reserve of invested non-restricted equity. 

The authorisation would also include the Board's authority to decide on the share subscription price, the right to issue shares for non-cash consideration, and the right to decide on other matters concerning the share issues. The authorisation would be valid until 30 June 2021, and it would cancel the authorisation given to the Board by the General Meeting of 13 April 2015 to issue a total maximum of 20,000,000 new B shares, which the Board has not used. The authorisation given to the Board by the Annual General Meeting of 13 April 2015 to issue a total maximum of 20,000,000 new B shares would have ended on 30 June 2018.

The authorisation applied for would not cancel the authorisation given to the Board by the Annual General Meeting of 4 April 2016 to transfer a total maximum of 1,000,000 own B shares held by the Company, which is valid until 30 June 2020. 

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 2019, and that the Board be authorised 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 its Audit Committee as well as the Shareholders’ proposals to the Annual General Meeting 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 on week 10. Copies of the documents will be sent to shareholders on request. They will also be available at the General Meeting. 

Notice of General Meeting 

The notice of the 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  

DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media
www.kesko.fi
 

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