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2009-03-02 07:30:00 CET 2009-03-02 07:31:37 CET REGULATED INFORMATION Kesko Oyj - Notice to general meetingNotice of Annual General MeetingKESKO CORPORATION STOCK EXCHANGE RELEASE 02.03.2009 AT 08.30 1(5) Notice is given to Kesko Corporation's shareholders of the Annual General Meeting which will be held in the Helsinki Fair Centre's congress wing, Messuaukio 1 (congress wing entrance), Helsinki on Monday, 30 March 2009 at 13.00. The reception desks for those registered for the meeting open and coffee is available at 12.00. A. Items on the agenda of the General Meeting and the order in which they are handled 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinise the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Review by the President and CEO 7. Presentation of the 2008 financial statements, the report of the Board of Directors and the auditors' report 8. Adoption of the financial statements and the consolidated financial statements 9. Distribution of the profits shown on the balance sheet and resolution on the payment of dividend The Board of Directors proposes to the Annual General Meeting that a dividend of €1.00 per share be paid for the year 2008 on the basis of the adopted balance sheet. The dividend is paid to shareholders registered in the company's register of shareholders kept by Euroclear Finland Ltd on 2 April 2009. The Board of Directors proposes that the dividend pay date be 9 April 2009. In addition, the Board of Directors proposes that €300,000 be reserved for charitable donations. 10. Resolution on discharging the Board members and the Managing Director from liability 11. Resolution on the Board members' fees and the basis for reimbursement of expenses Shareholders who jointly represent over 10% of the votes carried by the Kesko Corporation shares have informed the company that their proposal for a resolution on the Board members' fees at the Annual General Meeting will be as follows: the Chair of the Board is paid an annual fee of 80,000 euros, the Deputy Chair of the Board 50,000 euros, and a member of the Board 37,000 euros. A meeting fee of 500 euros 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 euros per Committee meeting. 12. Resolution on the number of members of the Board of Directors Shareholders who jointly represent over 10% of the votes carried by the Kesko Corporation shares have informed the company that they will propose at the Annual General Meeting that the number of members of the Board of Directors be seven (7). 13. Election of the members of the Board of Directors Shareholders who jointly represent over 10% of the votes carried by the Kesko Corporation shares have informed the company that they will propose at the Annual General Meeting that Heikki Takamäki, Seppo Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa Kiiskinen (new member), Mikko Kosonen (new member), and Rauno Törrönen (new member) be elected as Board members. Esa Kiiskinen, b. 1963, is the retailer of K-supermarket Kontumarket in Helsinki. He is a Business College Graduate. Mikko Kosonen, b. 1957, is the President of the Finnish Innovation Fund Sitra. He is a Doctor of Science (Economics and Business Administration). Rauno Törrönen, b. 1958, is a K-citymarket retailer in Joensuu. Essential biographical information on all of the Board member candidates is given on the company's website at www.kesko.fi. 14. Resolution on the auditor's fee and the basis for reimbursement of expenses The Board of Directors' Audit Committee proposes to the Annual General Meeting that the auditor's fee be paid and expenses reimbursed according to invoice approved by the company. 15. Election of the auditor The Board of Directors' Audit Committee proposes to the Annual General Meeting that the auditor of the company be the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, who have announced Johan Kronberg, APA, to be the auditor with principal responsibility. 16. The Board of Directors' proposal for the amendment of Article 9 of the Articles of Association The Board of Directors proposes to the Annual General Meeting that Article 9 of the Articles of Association, providing for the convocation period, be amended so that the notice of the General Meeting shall be given at the latest 21 days before the General Meeting. 17. Authorisation of the Board of Directors to decide on share issue The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide about the issuance of new B shares. The new B shares could be issued against payment in a directed issue either to company's shareholders in proportion to their existing shareholdings regardless of whether they consist of A or B shares, or, deviating from the shareholder's pre-emptive right, 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 pre-emptive right. The number of new B shares issued could be 20,000,000 at the maximum. The subscription price of the new shares would be recognised in the reserve of invested non-restricted equity. The authorisation would also include an authorisation for the Board of Directors to decide about share subscription price, to issue shares against non-cash consideration, and to decide about other matters relating to share issues. The share issue authorisation would be valid until 30 March 2012. The validity of the share issue authorisation in force at the date of this notice will expire on 26 March 2009. 18. Closing of the meeting B. Annual General Meeting documents The Board of Directors' and its Audit Committee's proposals as well as this notice of the meeting are available on Kesko Corporation's website at www.kesko.fi/Investors. Kesko Corporation's Annual Report, including the company's financial statements, the consolidated financial statements, the report by the Board of Directors and the auditors' report, will be made available on the company website on week 11. The Board of Directors' and its Audit Committee's proposals and the financial statements documents will also be available at the Annual General Meeting, and copies of the documents and of this notice of the meeting will be sent to shareholders on request. The minutes of the Annual General Meeting will be made available to shareholders on the company's website on 13 April 2009 at the latest, in compliance with the Finnish Corporate Governance Code. C. Instructions for participants 1. Right to participate and registration Shareholders have the right to participate in the Annual General Meeting if they are registered as shareholders in the company's register of shareholders kept by Euroclear Finland Ltd on 20 March 2009. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company's register of shareholders. Shareholders wishing to participate in the Annual General Meeting shall notify the company not later than 23 March 2009 at 16.00, either a) through the Internet at www.kesko.fi/Investors following the instructions therein, b) by e-mail to taina.hohtari @ kesko.fi, c) by telephone +358 1053 23211, d) by fax +358 1053 23421, or e) by letter to Kesko Corporation, Legal Affairs, Satamakatu 3, FI-00016 Kesko. The registration information shall include the shareholder's name, personal ID/business ID, address, telephone number and possible assistant's name. The information given by shareholders to Kesko Corporation will only be used in connection with the Annual General Meeting and when handling the required registrations. In accordance with section 25, chapter 5 of the Limited Liability Companies Act, shareholders participating in the Annual General Meeting have the right to request information about matters handled at the meeting. 2. Proxy representatives and proxy documents A shareholder may participate in the Annual General Meeting by way of proxy representation. The representative shall produce a dated proxy document, or otherwise provide reliable evidence of his/her right to represent the shareholder. Shareholders may use the proxy form made available at www.kesko.fi/Investors in giving the authorisation. Original proxies shall be posted to Kesko Corporation, Legal Affairs, Satamakatu 3, FI-00016 Kesko by the end of the registration period. 3. Holders of nominee registered shares Holders of nominee registered shares wishing to participate in the Annual General Meeting shall be registered in the register of the company's shareholders on the record date of the Annual General Meeting, 20 March 2009. Holders of nominee registered shares are advised to request necessary instructions for registering in the shareholder register, submitting proxies and registering for the Annual General Meeting from their custodian banks. 4. Other information At the date of the notice of the Annual General Meeting, 2 March 2009, of all Kesko Corporation shares 31,737,007 were A shares and 66,114,043 were B shares, and the total number of shares was 97,851,050. At the date of the notice of the Annual General Meeting, 2 March 2009, the A shares carried 317,370,070 votes and the B shares carried 66,114,043 votes, and the aggregate number of votes carried by the company shares was 383,484,113. Copies of the company's printed 2008 Annual Report are posted on request. Annual Reports can be ordered at www.kesko.fi, or from Kesko Corporation, Corporate Communications, Satamakatu 3, FI-00016 Kesko. Helsinki, 4 February 2009 KESKO CORPORATION BOARD OF DIRECTORS Further information is available from Vice President, General Counsel Anne Leppälä-Nilsson, tel. +358 1053 22347. Kesko Corporation Paavo Moilanen Senior Vice President, Corporate Communications and Responsibility DISTRIBUTION Helsinki Stock Exchange Main news media |
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