The following matters, in accordance with Article 12 of the Articles of Association, will be on the agenda of the Meeting
1. Presentation of the financial statements and the audit report, and adoption of the financial statements.
2. Distribution of profit and dividends
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.10 per share be paid for the year 2005 on the basis of the adopted balance sheet. 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 30 March 2006. The Board of Directors proposes that the dividend be paid on 6 April 2006.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.10 per share be paid for the year 2005 on the basis of the adopted balance sheet. 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 30 March 2006. The Board of Directors proposes that the dividend be paid on 6 April 2006.
3. Discharging the Board of Directors' members and the Managing Director from liability
4. Fees of the Board of Directors' members and auditors, and reimbursement basis
The Board of Directors proposes that the auditor elected by the Annual General Meeting be paid according to invoice.
The Board of Directors proposes that the auditor elected by the Annual General Meeting be paid according to invoice.
5. Number of the Board of Directors' members and their election
Shareholders together representing over 10% of all votes carried by Kesko Corporation shares have informed the Company that they will propose to the Annual General Meeting that the number of Board members be confirmed as seven (7), and that current members retailer Pentti Kalliala, Executive Vice President Maarit Näkyvä, retailer Kari Salminen, Keijo Suila and retailer Heikki Takamäki, and also Ilpo Kokkila and Seppo Paatelainen as new members, all of whom have given their consent, be elected.
Shareholders together representing over 10% of all votes carried by Kesko Corporation shares have informed the Company that they will propose to the Annual General Meeting that the number of Board members be confirmed as seven (7), and that current members retailer Pentti Kalliala, Executive Vice President Maarit Näkyvä, retailer Kari Salminen, Keijo Suila and retailer Heikki Takamäki, and also Ilpo Kokkila and Seppo Paatelainen as new members, all of whom have given their consent, be elected.
6. Number of auditors and their election
The Board of Directors' Audit Committee has prepared the election of external auditors using competitive tendering. The Board of Directors proposes that one auditor be elected for the Company, and that the auditor, having given their consent, be the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants.
The Board of Directors' Audit Committee has prepared the election of external auditors using competitive tendering. The Board of Directors proposes that one auditor be elected for the Company, and that the auditor, having given their consent, be the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants.
Financial statements
Financial statements are available for inspection by shareholders from 3 March 2006 at the Company's main office at Satamakatu 3, Helsinki. Copies of them will be sent to shareholders on request. They will also be available at the Annual General Meeting.
Financial statements are available for inspection by shareholders from 3 March 2006 at the Company's main office at Satamakatu 3, Helsinki. Copies of them will be sent to shareholders on request. They will also be available at the Annual General Meeting.
Right to attend and vote at the Annual General Meeting
Shareholders have the right to attend and vote at the Annual General Meeting if
Shareholders have the right to attend and vote at the Annual General Meeting if
- they are registered in the Company's register of shareholders kept by the Finnish Central Securities Depository Ltd on Friday, 17 March 2006, and
- they have notified of their attendance to the Annual General Meeting not later than Monday, 20 March 2006 at 16.00 hrs.
- they have notified of their attendance to the Annual General Meeting not later than Monday, 20 March 2006 at 16.00 hrs.
Registering in the shareholder register
The person in whose name shares are held is automatically registered in the Company's register of shareholders. Holders of nominee-registered shares can be temporarily registered in the Company's register of shareholders on 17 March 2006 for the purpose of attending the Annual General Meeting. The request for registration shall be made to the administrator of the nominee registration.
The person in whose name shares are held is automatically registered in the Company's register of shareholders. Holders of nominee-registered shares can be temporarily registered in the Company's register of shareholders on 17 March 2006 for the purpose of attending the Annual General Meeting. The request for registration shall be made to the administrator of the nominee registration.
Notification to the Annual General Meeting
Shareholders wishing to attend the Annual General Meeting shall notify the Company not later than 20 March 2006, at 16.00 hrs, either
Shareholders wishing to attend the Annual General Meeting shall notify the Company not later than 20 March 2006, at 16.00 hrs, 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.
Proxies
Any proxies entitling their holders to use shareholders' voting rights at the Annual General Meeting shall be sent to the above mailing address by the end of the notification period, not later than 20 March 2006 at 16.00 hrs.
Any proxies entitling their holders to use shareholders' voting rights at the Annual General Meeting shall be sent to the above mailing address by the end of the notification period, not later than 20 March 2006 at 16.00 hrs.
Helsinki, 7 February 2006
KESKO CORPORATIONS' BOARD OF DIRECTORS
Further information is available from General Counsel Anne Leppälä-Nilsson tel. +358 1053 22347. Further information about the persons that certain shareholders have informed they will propose to be elected to the Board of Directors is available at http://www.kesko.fi/investors.
Kesko Corporation
Harri Utoslahti
Communications Officer
Communications Officer
DISTRIBUTION
Helsinki Stock Exchange
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Helsinki Stock Exchange
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