2010-03-29 14:46:33
Resolutions of Kesko Corporation's Annual General Meeting
KESKO CORPORATION STOCK EXCHANGE RELEASE 29.03.2010 AT 15.45 1(3)
Kesko Corporation's Annual General Meeting today adopted the financial statements for 2009 and discharged the Board of Directors' members and the Managing Director from liability. The Annual General Meeting resolved to distribute €0.90 per share as dividends. The Annual General Meeting resolved that the number of members of the Board of Directors is seven and elected PricewaterhouseCoopers Oy as the company's auditor.
A total of 555 shareholders participated in the Annual General Meeting.
The Annual General Meeting handled the business specified for it in the Articles of Association and the other matters listed below.
Resolutions of the Annual General Meeting
Adoption of the financial statements
The Annual General Meeting adopted Kesko Corporation's financial statements for 2009 and the consolidated financial statements.
Use of profit
The Annual General Meeting resolved to distribute a dividend of €0.90 per share on Kesko Corporation shares, or a total amount of €88,547,166.90. The record date for dividend distribution is 1 April 2010 and the dividend pay date was resolved to be 12 April 2010.
€1,300,000 was reserved for charitable donations at the discretion of the Board of Directors. €962,013,856.17 was retained in equity.
Discharge from liability
The Annual General Meeting discharged the Board members and the Managing Director from liability for the financial year 2009.
Board of Directors
The Annual General Meeting resolved to leave the number of Board members unchanged at seven (7).
The Annual General Meeting resolved to leave the Board members' fees unchanged 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 €1,000 per Committee meeting. In addition, the Annual General Meeting resolved that daily allowances and compensation for travelling expenses are paid to the members of the Board of Directors and the members of the Committees in accordance with the general travel rules of Kesko.
According to Kesko's Articles of Association, the term of each Board member elected by the Annual General Meeting held on 30 March 2009, namely Heikki Takamäki, Seppo Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa Kiiskinen, Mikko Kosonen and Rauno Törrönen, will expire at the close of the 2012 Annual General Meeting.
Auditor
The Annual General Meeting resolved that the auditor's fee is paid and expenses are reimbursed according to invoice approved by the company. The Annual General Meeting elected the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, with Johan Kronberg, APA, as the company's auditor with principal responsibility.
Amendment of Article 9 of the Articles of Association
The Annual General Meeting resolved that Article 9 of the Articles of Association, providing for the convocation period, is amended so that the notice of a General Meeting shall be given not later than three weeks before the General Meeting, but in any case at least nine days before the record date of the General Meeting, referred to in Chapter 4, Article 2, Subsection 2 of the Companies Act (the new Article 9 is available in appendix).
Effect of the dividend on Kesko Corporation's stock option schemes
The dividend resolved by the Annual General Meeting reduces the subscription prices of shares subscribed for with the 2003F stock options of Kesko Corporation's year 2003 stock option scheme and with the 2007A, 2007B and 2007C stock options of the year 2007 stock option scheme in accordance with the terms and conditions of the schemes.
As from 1 April 2010, the record date for the payment of dividends, the subscription prices of new B shares subscribed for with the above stock options shall be as follows:
Stock option | ISIN code | B share
subscription
price | Exercise period | Short name |
2003F | FI0009609333 | €12.98 | 1.4.2007-30.4.2010 | KESBVEW303 |
2007A | FI0009637201 | €42.32 | 1.4.2010-30.4.2012 | KESBVEW107 |
2007B 2007C | FI0009637219 FI0009637227 | €24.67 €15.94 | 1.4.2011-30.4.2013 1.4.2012-30.4.2014 | KESBVEW207 KESBVEW307 |
The Board of Directors' proposals to the Annual General Meeting were published in a stock exchange release on 5 February 2010. The notice of Annual General Meeting was also published in a stock exchange release on 1 March 2010.
Further information is available from Vice President, General Counsel Anne Leppälä-Nilsson, telephone +358 1053 22347.
Kesko Corporation
Paavo Moilanen
Senior Vice President, Corporate Communications and Responsibility
DISTRIBUTION
NASDAQ OMX Helsinki
Main news media
www.kesko.fi
Appendix
NEW ARTICLE 9 OF KESKO CORPORATION'S ARTICLES OF ASSOCIATION
"§9
Notice of the General Meeting
The notice of a General Meeting shall be given to shareholders by means of an announcement published in at least two (2) national newspapers. The notice of the meeting shall be given at the earliest two (2) months and at the latest three (3) weeks before the General Meeting. In any case, the notice must be given at least nine (9) days before the record date of the General Meeting, referred to in Chapter 4, Article 2, Subsection 2 of the Companies Act.
To have the right to attend a General Meeting, shareholders shall register with the company not later than on the date given in the notice of the meeting, which date may not be earlier than ten (10) days prior to the meeting."
