The Annual General Meeting of
The Annual General Meeting was in favour of all proposals submitted to the General Meeting by the Shareholders' Nomination Committee and the Board of Directors.
Adoption of the financial statements
The Annual General Meeting adopted the company's 2023 financial statements.
Use of the profit shown on the balance sheet and resolution on the distribution of dividends
The Annual General Meeting resolved to distribute, based on the adopted balance sheet for 2023, a dividend of €1.02 per share on shares held outside the company at the date of dividend distribution. The remaining distributable assets will remain in equity. The dividend will be paid in four instalments as follows:
- The first instalment of €0.26 per share: record date
28 March 2024 , pay date9 April 2024 -
The second instalment of €0.25 per share: record date
16 July 2024 , pay date23 July 2024 -
The third instalment of €0.26 per share: record date
15 October 2024 , pay date22 October 2024 -
The fourth instalment of €0.25 per share: record date
14 January 2025 , pay date21 January 2025 .
The Board was authorised to decide, if necessary, on new dividend payment record dates and pay dates for the second, third and/or fourth instalments, if the rules and statutes of the Finnish book-entry system change or otherwise so require.
Discharge from liability
The Annual General Meeting discharged the Board members and the Managing Director from liability for the financial year 1 January -
Remuneration Report for Governing Bodies
The Annual General Meeting approved Kesko's Remuneration Report for Governing Bodies for 2023. The resolution concerning the Remuneration Report is advisory in nature.
Remuneration Policy for Governing Bodies
The Annual General Meeting approved Kesko's Remuneration Policy for Governing Bodies. The resolution concerning the Remuneration Policy is advisory in nature.
Board members' remuneration and the basis for reimbursement of their expenses
The Annual General Meeting resolved to raise the annual fees of Board members by approximately five (5) percent and to keep other remuneration of Board members and the reimbursement of their expenses unchanged. The remuneration of Board members and the reimbursement of their expenses in the term of office of 2024-2025 is as follows:
- Board Chair, an annual fee of €107,000
- Board Deputy Chair, an annual fee of €66,000
- Board member, an annual fee of €50,000
- Board member who is the Chair of the Audit Committee, an annual fee of €66,000
- A meeting fee of €600/meeting for a Board meeting and its Committee's meeting. A meeting fee of €1,200/Board meeting for the Board Chair. However, a meeting fee of €1,200/Committee meeting is to be paid to a Committee Chair who is not the Chair or Deputy Chair of the Board. The meeting fees are to be paid in cash.
- Daily allowances and the reimbursements of travel expenses are to be paid to the Board members in accordance with the general travel rules of Kesko.
The aforementioned annual fees will be made in
The number of Board members
The Annual General Meeting resolved to elect seven members to the Board of Directors for the one-year term of office determined in Kesko's Articles of Association, starting at the close of the 2024 Annual General Meeting and ending at the close of the 2025 Annual General Meeting.
Board members
The Annual General Meeting re-elected the following persons as Board members:
Auditor
The Annual General Meeting re-elected the firm of authorised public accountants
Authorised Sustainability Auditor
The Annual General Meeting elected the
Amending Sections 4 and 10 to the Articles of Association, and adding a new Section 7
The Annual General Meeting resolved to amend the company's Articles of Association as proposed by the Board of Directors, that is, to remove the unnecessary reference to a three-year term of office and update the reference to a one-year term of office for Board members, and to add a new Section 7 to the Articles of Association, concerning the authorised sustainability auditor, as well as related updates.
Authorising the Board of Directors to decide on the repurchase of the company's shares
The Annual General Meeting resolved to authorise the Board to decide on the repurchase of the company's own B shares under the following terms and conditions:
Under the authorisation, the Board will be entitled to decide on the repurchase of a maximum of 16,000,000 of Kesko's shares. This number of shares is equivalent to approximately four (4) percent of all shares in the company. Based on the authorisation, shares may also be repurchased not in proportion to the shareholdings of shareholders (directed repurchase). The shares may be purchased in one or more lots. Shares may be purchased at the price quoted in public trading on the date of acquisition. Shares may also be purchased outside public trading for a price that at maximum corresponds to the market price quoted in public trading at the time of acquisition. Based on the authorisation, the Board may decide to repurchase shares using only the company's non-restricted equity.
Shares are to be repurchased 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, to implement the company's commitment and incentive schemes, or to be kept by the company, otherwise transferred, or cancelled.
The Board will make decisions concerning any other terms related to the repurchase of own shares.
The authorisation will be in force until
Authorising the Board of Directors to decide on a share issue
The Annual General Meeting resolved to authorise the Board to decide on the issuance of new B series shares as well as of own B shares held by the company as treasury shares on the following terms and conditions:
Under the authorisation, the Board shall be authorised to make one or more decisions on the issuance of shares, provided that the number of shares thereby issued totals a maximum of 33,000,000 B shares. This number of shares is equivalent to approximately eight (8) percent of all shares in the company.
The shares can be issued for subscription by shareholders in a directed issue in proportion to their existing holdings of the company's shares, regardless of whether they own A or B shares. Shares can 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 and/or other arrangements within the scope of the company's business operations, or to implement the company's commitment and incentive schemes. For the latter purpose, however, the maximum number of shares that can be issued is 800,000. This number of shares is equivalent to approximately 0.2 percent of all shares in the company.
New shares can only be issued against payment. Own shares held by the company as treasury shares can be issued 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 Board will decide on the subscription price of the shares upon the issuance of new shares, and the possible amount that is payable upon the conveyance of shares held by the company. The Board will also have the right to issue shares for a non-cash consideration. The subscription price and possible amount payable for the shares will be recorded in the reserve for invested non-restricted equity.
The Board will make decisions regarding any other matters related to the share issues.
The authorisation is valid until
Authorising the Board of Directors to decide on donations for charitable purposes
The Annual General Meeting resolved to authorise the Board to decide on donations in a total maximum of €300,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2025, and to decide on the donation recipients, purposes of use, and other terms and conditions of the donations.
General Meeting minutes
The minutes of the Annual General Meeting will be made available on Kesko's website at www.kesko.fi/agm by
Further information is available from
DISTRIBUTION
Main news media
www.kesko.fi
https://news.cision.com/k-ryhma/r/resolutions-of-kesko-corporation-s-annual-general-meeting,c3952578
https://mb.cision.com/Main/13061/3952578/2697606.pdf
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