NOTICE OF ANNUAL GENERAL MEETING

KESKO CORPORATION STOCK EXCHANGE RELEASE 20.02.2017 AT 09.00 (1/4)

 

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given to the shareholders of Kesko Corporation that the Annual General Meeting will be held at Messukeskus Helsinki's Conference Centre, Messuaukio 1 (Conference Centre entrance), Helsinki, on Monday 3 April 2017 at 13.00 EET. The reception desks for those registered for the meeting will open and voting tickets will be provided starting from 12.00 EET.

A. Items on the agenda of the General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize 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 2016 financial statements, the report by the Board of Directors and the Auditor's Report

8. Adoption of the financial statements

9. Distribution of the profits shown on the balance sheet and resolution on the payment of dividend

The Board of Directors proposes that a dividend of €2.00 per share be paid for the year 2016 on the basis of the adopted balance sheet. The dividend will 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, 5 April 2017. 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 12 April 2017.

10. Resolution on discharging the Board members and the Managing Director from liability

11. Resolution on the Board members' remuneration and the basis for reimbursement of their expenses

Shareholders who jointly represent over 10% of the votes attached to Kesko Corporation shares have informed the Company that they will propose at the Annual General Meeting that a resolution be passed to leave the Board members' remuneration and the basis for reimbursement of their expenses unchanged. The remuneration and the basis for reimbursement of expenses are as follows:

The Board Chair is paid an annual remuneration of €80,000, the Board Deputy Chair €50,000, and a Board member €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. Daily allowances are paid and travel expenses are reimbursed to the Board members in accordance with the general travel rules of Kesko.