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Annual report 2013

Information for investors

General Meeting

Notice is 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 13 April 2015 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.

Shareholders have the right to participate in the General Meeting if they are registered in the company's register of shareholders kept by Euroclear Finland Ltd on 30 March 2015 (General Meeting record date). Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company's register of shareholders.

A shareholder wishing to participate in the General Meeting should register for it no later than 8 April 2015 at 16.00 EET. The registration can be made either

a) through the website at http://www.kesko.fi/agm/ following the instructions provided there,

b) by e-mail to keskoyhtiokokous (at) kesko.fi,

c) by telephone +358 105 323 211 (from Monday to Friday between 9 and 16),

d) by telefax +358 105 323 421, or

e) by letter to Kesko Corporation/Group Legal Affairs, Satamakatu 3, FI-00016 Kesko.

The registration will have to be received at the company before the expiry of the registration period. A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. The proxy representative of a shareholder will have to produce a dated proxy document, or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives who represent the shareholder with shares on different securities accounts, the shares with which each proxy representative represents the shareholder are to be identified in connection with the registration. Possible proxy documents are to be delivered in originals to the above address before the end of the registration period.

Holders of nominee registered shares have the right to participate in the General Meeting by virtue of the shares which would entitle them to be registered in the shareholder register kept by Euroclear Finland Ltd on 30 March 2015. In addition, the participation requires that the shareholders are temporarily registered in the company's shareholder register by virtue of these shareholdings no later than 8 April 2015 at 10.00 EET. With respect to nominee registered shares, this constitutes the registration for the General Meeting. Holders of nominee registered shares are advised to request instructions for registering in the shareholder register, submitting their proxy documents and participating in the General Meeting from their custodian banks well in advance. The account management organisation of the custodian bank shall request a holder of a nominee registered share wishing to participate in the Annual General Meeting to be registered in the company's temporary shareholder register no later than the above deadline.

More detailed information on the General Meeting, participation in it and its decision-making is available on Kesko’s General Meeting pages.

The resolutions of the General Meeting will be published without delay after the General Meeting in a stock exchange release.

Dividend proposal

The Board has decided to propose to the General Meeting that a dividend of €1.50 per share be paid for the year 2014 on the basis of the adopted balance sheet. The proposed dividend represents 154.7% of earnings per share and 91.1% of earnings per share excluding non-recurring items. In the five previous years, 78.9% of earnings per share excluding non-recurring items, on average, have been distributed as dividends. 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, 15 April 2015. The registration takes two banking days, which means that the dividends will be paid to those who hold the shares at the close of the date of the General Meeting, 13 April 2015. Consequently, the dividends on shares traded on the date of the General Meeting are paid to the buyer of the shares. As proposed by the Board, the payment of dividends will begin on 22 April 2015.

Dividend policy

According to Kesko Corporation's dividend policy, Kesko Corporation distributes at least 50% of its earnings per share excluding non-recurring items as dividends, taking into account, however, the company's financial position and operating strategy.

Read more: Kesko's financial objectives

Basic share information as at 31 December 2014

A share

  • symbol: KESAV (OMX)
  • ISIN code: FI0009007900
  • voting rights per share: 10 votes
  • number of shares: 31,737,007 pcs
  • market capitalisation: €906 million

B share

  • symbol: KESBV (OMX)
  • ISIN code: FI0009000202
  • voting rights per share: 1 vote
  • number of shares: 68,282,745 pcs
  • market capitalisation: €2,031 million

Trading unit of both share series: 1 share.
Total share capital: €197,282,584.
Total number of shares: 100,019,752 pcs.
Voting rights carried by all shares: 385,652,815.
Total market capitalisation: €2,937 million.

Shareholders

According to the register of Kesko Corporation's shareholders held by Euroclear Finland Ltd, there were 39,869 shareholders at the end of 2014 (42,809 at the end of 2013). The total number of shares registered in a nominee name was 27,043,245, accounting for 27.04% of all shares (24,178,324 and 24.22% respectively at the end of 2013). These shares carried 32,512,014 votes, or 8.43% of the total voting rights (27,839,614 or 7.22% respectively at the end of 2013).

Read more: Largest shareholders

Changes of address

Shareholders should notify changes of address to the bank, brokerage firm or other account operator with which they have a book-entry securities account.

Financial publications

Kesko’s integrated Annual Report for 2014 has been published in Finnish and English at kesko2014.kesko.fi. The report contains a business review, the Report by Kesko's Board of Directors and the financial statements for 2014, the responsibility indicators (GRI), Kesko's Corporate Governance Statement and Remuneration Statement. Printed report summaries of the report and printouts of the financial statements are available at the General Meeting. Printed copies can be ordered at IR (at) kesko.fi.

The financial statements release and the three interim reports can be read on Kesko’s website. Kesko’s stock exchange releases and press releases, sent by e-mail, can be ordered at www.kesko.fi/en/media/orders/.

Read more: Annual Reports

Communications

Communications policy and principles

The duty of Kesko’s communications is to promote the business activities of the Group and its business partners by taking the initiative in providing stakeholders with correct information on the Group’s objectives and operations. The general principles followed in Kesko’s communications are reliability, openness and fastness. No comments are made on the company’s confidential or unfinished business transactions, or on competitors’ affairs.

The primary objective of communications is to describe what added value Kesko and its partners generate to consumers and other customers.

Contacts in communcations

Corporate responsibility, communications and stakeholder relations
Lauri Peltola, Senior Vice President
Tel. +358 105 322 400

Merja Haverinen, Vice President, Communications
Tel. +358 105 322 764

Matti Kalervo, Vice President, Corporate Responsibility
Tel. +358 105 322 536

E-mail: viestinta (at) kesko.fi

Investor relations

In line with its investor relations strategy, Kesko continually produces correct and up-to-date information for the markets as a basis for the formation of Kesko Corporation share prices. The aim is to make Kesko’s activities better known and to increase the transparency of investor information and, thereby the attractiveness of Kesko as an investment.

In its investor communications, Kesko follows the principle of impartiality and publishes all investor information on its website in Finnish and English.

Kesko holds briefings for analysts and the media at the time of publishing financial information or other significant news, and a Capital Markets Day for analysts and institutional investors on various themes once a year.

Kesko observes a silent period of at least three weeks before publishing its results releases. At other times, enquiries of analysts and investors are answered by phone or e-mail, or by arranging meetings.

Investor relations contacts

Jukka Erlund, Senior Vice President, CFO
Tel. +358 105 322 113

Riikka Toivonen, Investor Relations Manager
Tel. +358 105 323 495

E-mail: IR (at) kesko.fi

Brokerage firms analysing Kesko
Carnegie Investment Bank Ab,
Finland Branch, Helsinki
Iiris Theman
Tel. +358 9 618 712 41
firstname.lastname (at) carnegie.fi
Inderes Oy, Helsinki
Sauli Vilén
Tel. +358 44 025 8908
firstname.lastname (at) inderes.com
Danske Markets Equities, Helsinki
Kalle Karppinen
Tel. +358 102 364 794
firstname.lastname (at) danskebank.com
Nordea Markets, Helsinki
Rauli Juva
Tel. +358 9 165 599 44
firstname.lastname (at) nordea.com
Evli Bank Plc, Helsinki
Mika Karppinen
Tel. +358 9 476 690
firstname.lastname (at) evli.com
Pohjola Bank Plc, Helsinki
Niclas Catani
Tel. +358 102 528 780
firstname.lastname (at) pohjola.fi
Handelsbanken Capital Markets, Helsinki
Robin Santavirta
Tel. +358 104 442 483
rosa09 (at) handelsbanken.se
SEB Enskilda, Helsinki
Jutta Rahikainen
Tel. +358 9 616 287 13
firstname.lastname (at) seb.fi