NOTICE OF ANNUAL GENERAL MEETING - Seite 2

 

12. Resolution on the number of Board members

Shareholders jointly representing 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 number of members of the Board unchanged at the present seven (7).

13. Election of the Board members

 

According to article 4 of the Articles of Association, the term of office of the Board of Directors' members is three (3) years, so that the term of office begins at the close of the General Meeting electing the members and expires at the close of the third (3rd) subsequent Annual General Meeting.

 

The Annual General Meetings held on 13 April 2015 and 4 April 2016 resolved that the number of Board members is seven (7). The Annual General Meeting held on 13 April 2015 elected seven (7) Board members for three-year terms expiring at the close of the 2018 Annual General Meeting in accordance with the Articles of Association. Those Board members are retailer Esa Kiiskinen, Master of Science in Economics Tomi Korpisaari, retailer Toni Pokela, eMBA Mikael Aro, Master of Science in Economics Matti Kyytsönen, Master of Science in Economics Anu Nissinen and Master of Laws Kaarina Ståhlberg.

Korpisaari and Ståhlberg resigned from the Company's Board of Directors as of 1 March 2016. The General Meeting held on 4 April 2016 elected retailer, trade technician Matti Naumanen and Master of Science in Economics, Managing Director Jannica Fagerholm to replace Korpisaari and Ståhlberg until the close of the Annual General Meeting to be held in 2018.

14. Resolution on the Auditor's fee and the basis for reimbursement of expenses

The Board's Audit Committee proposes to the General Meeting that the Auditor's fee and expenses be reimbursed according to an invoice approved by the Company.

15. Election of the Auditor

The Board's Audit Committee proposes to the General Meeting that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the Company's Auditor. PricewaterhouseCoopers Oy have announced that if they are elected as Kesko's Auditor, Mikko Nieminen, APA, will be their auditor with principal responsibility.

16. Donations for charitable purposes

The Board of Directors proposes that the General Meeting resolve to authorise the Board of Directors to decide on the donations in a total maximum of €300,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2018 and to authorise the Board of Directors to decide on the donation recipients, purposes of use and other terms of the donations.