Kesko Board's proposals to the Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 03.02.2016 AT 09.03 1(2)

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 4 April 2016 that the dividend payable for the year 2015 be €2.50 per share, that the Board of Directors be authorised to decide on the acquisition of the Company's own B shares, and on the issue of own B shares held by the Company in treasury. 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 attend the Annual General Meeting to be held in Messukeskus Helsinki, Conference Centre, Messuaukio 1, Helsinki, on Monday, 4 April 2016, starting at 13.00. In addition to the business specified for the Annual General Meeting in Article 10 of the Articles of Association, the following proposals of the Board of Directors and its Audit Committee will be handled by the Meeting:

Distributions of profits

The Board of Directors proposes that a dividend of €2.50 per share be paid for the year 2015 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 dividend, 6 April 2016. No dividend is paid on own shares held by the Company as treasury shares on the record date for the payment of dividend. The Board of Directors proposes that the dividend pay date be 13 April 2016.

Authorisation to acquire own shares

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

Own shares would be acquired with the Company's unrestricted equity, not in proportion to the shareholdings of shareholders, but at the market price quoted in public trading organised by Nasdaq Helsinki Ltd ("the exchange") at the date of acquisition. The shares would be acquired and paid in accordance with the rules of the exchange. The acquisition of own shares reduces 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.

The Board of Directors would make decisions concerning any other issues related to the acquisition of own B shares. The authorisation would be valid until 30 September 2017.

Share issue authorisation

The Board of Directors proposes that it be authorised to make decisions concerning the transfer of own B shares held by the Company in treasury.

By virtue of the authorisation, the Board of Directors would be authorised to make decisions concerning the transfer of a maximum of 1,000,000 B shares.

Own B shares held by the Company in treasury could be issued for subscription by shareholders in a directed issue in proportion to their existing holdings of the Company shares, regardless of whether they own A or B shares.

Own B shares held by the Company in treasury could also be issued in a directed issue, departing from the shareholder's pre-emptive right, for a weighty financial reason of the Company, such as using the shares to develop the Company's capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the Company's business operations, and to implement the Company's commitment and incentive scheme.

Own B shares held by the Company in treasury could be transferred either against or without payment. According to the Finnish Limited Liability Companies' Act, a directed share issue can only be without payment, if the Company, taking into account the best interests of all of its shareholders, has a particularly weighty financial reason for it.

The amount possibly paid for the Company's own shares would be recorded in the reserve of unrestricted equity.

The Board of Directors would make decisions concerning any other matters related to share issues.

The authorisation would be valid until 30 June 2020, and it would cancel the authorisation given to the Board of Directors by the General Meeting of 8 April 2013 to transfer a total maximum of 1,000,000 B shares. The authorisation applied for would not cancel the authorisation given to the Board of Directors by the Annual General Meeting of 13 April 2015 to issue a total maximum of 20,000,000 new B shares, valid until 30 June 2018.

Auditor, auditor's fee 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 Company's auditor. If the firm is elected as Kesko's auditor, PricewaterhouseCoopers Oy has announced that APA Mikko Nieminen shall be the auditor with principal responsibility. The Board's Audit Committee proposes that the auditor's fee and expenses be reimbursed according to invoice approved by the Company.

Donations for charitable purposes

The Board of Directors proposes that it be authorised to decide on the donations in a total maximum of €300,000 for charitable or similar purposes until the Annual General Meeting to be held in 2017 and to decide on the donation recipients, purposes of use and other terms of the donations.

Available documents

The proposals of the Board of Directors and its Audit Committee are available on the Company's website at www.kesko.fi/yhtiokokous. The financial statements documents will be made available for 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 on the Company's website and as a stock exchange release at a later date.

Further information is available from Senior Vice President, Group General Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.

Kesko Corporation

Merja Haverinen
Vice President, Group Communications

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NASDAQ OMX Helsinki Ltd
Main news media
www.kesko.fi