The following matters will be on the agenda of the Meeting:
1. The matters to be dealt with at the Annual General Meeting in accordance with Article 12 of the Articles of Association
1. The matters to be dealt with at the Annual General Meeting in accordance with Article 12 of the Articles of Association
2. The Board of Directors' proposal on changing the terms and conditions of the year 2000 stock option scheme
The Board of Directors proposes that item 3.5 'Shareholder rights' in the stock option scheme for Kesko's upper and middle management approved by the Annual General Meeting on 10 April 2000 be changed in such a way that the shares subscribed for with the stock options shall entitle to dividend and other shareholder rights shall commence when the increase in the share capital has been entered in the Trade Register.
Availability for inspection
Financial statements and the Board of Directors' proposal on changing the terms and conditions of the stock option scheme are available for inspection by shareholders from 4 March 2005 at the company's main office at Satamakatu 3, Helsinki. Copies of them will be sent to shareholders on request.
Financial statements and the Board of Directors' proposal on changing the terms and conditions of the stock option scheme are available for inspection by shareholders from 4 March 2005 at the company's main office at Satamakatu 3, Helsinki. Copies of them will be sent to shareholders on request.
Right to attend the Meeting
Shareholders have the right to attend the Annual General Meeting if they are registered on 18 March 2005 in the Company's register of shareholders kept by the Finnish Central Securities Depository Ltd.
Shareholders have the right to attend the Annual General Meeting if they are registered on 18 March 2005 in the Company's register of shareholders kept by the Finnish Central Securities Depository Ltd.
Holders of nominee-registered shares can be temporarily registered in the Company's register of shareholders on 18 March 2005 for the purpose of attending the Annual General Meeting. The request for registration shall be made to the administrator of the nominee registration.
Notification
Shareholders wishing to attend the Annual General Meeting shall notify the Company not later than 21 March 2005, at 16.00 hours, either
Shareholders wishing to attend the Annual General Meeting shall notify the Company not later than 21 March 2005, at 16.00 hours, either
- by mail to Kesko Corporation, Legal Affairs, Satamakatu 3, FI-00016 Kesko,
- by telephone +358 1053 23211,
- by fax +358 1053 23421,
- by e-mail to taina.hohtari@kesko.fi, or
- through the Internet pages at http://www.kesko.fi/investors following the instructions given there.
- by telephone +358 1053 23211,
- by fax +358 1053 23421,
- by e-mail to taina.hohtari@kesko.fi, or
- through the Internet pages at http://www.kesko.fi/investors following the instructions given there.
The notifications must be received by the end of the notification period. Shareholders are requested to advise their names, identity numbers or business IDs. Any proxies shall be sent to the above mailing address by the end of the notification period.
Payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.00 per share be paid for the year 2004 on the basis of the balance sheet adopted. The dividend shall be paid to shareholders who are registered in the Company's register of shareholders kept by the Finnish Central Securities Depository Ltd on 4 April 2005. The Board of Directors proposes that the dividend be payable on 11 April 2005.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.00 per share be paid for the year 2004 on the basis of the balance sheet adopted. The dividend shall be paid to shareholders who are registered in the Company's register of shareholders kept by the Finnish Central Securities Depository Ltd on 4 April 2005. The Board of Directors proposes that the dividend be payable on 11 April 2005.
Auditor
The Board of Directors proposes, on the recommendation of the Audit Committee, that one auditor be elected to the company and the firm of auditors PricewaterhouseCoopers Oy, authorised by the Central Chamber of Commerce, having given their consent, be elected as the auditor.
The Board of Directors proposes, on the recommendation of the Audit Committee, that one auditor be elected to the company and the firm of auditors PricewaterhouseCoopers Oy, authorised by the Central Chamber of Commerce, having given their consent, be elected as the auditor.
Helsinki, 9 February 2005
KESKO CORPORATION'S BOARD OF DIRECTORS
Composition of the Board of Directors
Board member, President and CEO Matti Honkala has announced that his retirement from the Board will coincide with retirement from his position as Kesko Corporation's Managing Director and Kesko Group's President and CEO on 1 March 2005. Board member Jukka Toivakka has announced that he will retire from the Board at Kesko Corporation's Annual General Meeting, to be held on 30 March 2005. Shareholders who together represent over 10% of all votes carried by Kesko Corporation shares, have announced to the company that they will propose to the Annual General Meeting that the number of Board members be confirmed as seven (7) and that retailer Kari Salminen, who has given his consent, be elected to replace the Board member for the remaining term.
Further information is available from Erkki Heikkinen, Senior Vice President, Corporate Communications, tel. +358 1053 22721
KESKO CORPORATION
Corporate Communications
Corporate Communications
Erkki Heikkinen
Senior Vice President
Senior Vice President
DISTRIBUTION
Helsinki Stock Exchange
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Helsinki Stock Exchange
Main news media