Shareholders' proposals to the Annual General Meeting for the composition and remuneration of Kesko's Board of Directors

2/10/2015, 8:31 AM (Source: GlobeNewswire)

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KESKO CORPORATION STOCK EXCHANGE RELEASE 10.02.2015 AT 09.30 1(2)

Shareholders' proposals to the Annual General Meeting for the composition and remuneration of Kesko's Board of Directors

Kesko Corporation's shareholders jointly holding over 10% of the votes attached to the company shares have made a proposal to the Annual General Meeting to be held on 13 April 2015 for the number of Board members, the members, their remuneration and the reimbursement of their expenses.

Proposal for the number of Board members and the members

Kesko Corporation's shareholders jointly holding over 10% of the votes attached to the company shares have proposed that the company's Annual General Meeting resolve that the number of Board members is seven (7) and that retailer Esa Kiiskinen, retailer, Master of Science in Economics Tomi Korpisaari, retailer Toni Pokela and eMBA Mikael Aro (new member), Master of Science in Economics Matti Kyytsönen (new member), Master of Science in Economics Anu Nissinen (new member) and Master of Laws (Columbia University) Kaarina Ståhlberg (new member) be elected as Board members for a term of three years provided in the Articles of Association.

New Board member candidate Mikael Aro, b. 1965, eMBA, is the President and CEO of VR-Group Ltd. His earlier positions include Senior Vice President (Northern Europe) for Carlsberg Breweries AS and CEO of Oy Sinebrychoff Ab. In addition to his principal occupation, Aro is currently the Chair of the Board of Nordic Cinema Group. He is also a member of the Boards of the Confederation of Finnish Industries (EK), Suomen Kansallisteatterin Osakeyhtiö, Service Sector Employers PALTA, Varma Mutual Pension Insurance Company, Altia Plc and East Office of Finnish Industries Oy. His previous positions include the Chair of the Boards of The Federation of the Brewing and Soft Drinks Industry, Registered Association Finnish-Russian Chamber of Commerce (FRCC), Carlsberg Danmark AS and Finnkino Ltd, the First Deputy Chair of the Finnish Food and Drink Industries' Federation (ETL) and a member of the Board of Oy Sinebrychoff Ab. As at 23 January 2015, Aro held no Kesko Corporation shares.

New Board member candidate Matti Kyytsönen, b. 1949, Master of Science (Economics), is the Chair of the Board of Silverback Consulting Oy. His earlier positions include Managing Director of ISS Palvelut Oy, Esselte Oy and Oy Perkko. In addition, his previous positions include Accounting Manager at Insinööritoimisto Oy Vesto and Financial Analyst at Oy Mobil Oil Ab. Kyytsönen is currently also a member of the Boards of Eltel Ab, Esperi Care Oy, Lindström Invest Oy, KP-Tekno Oy and Port of Helsinki Ltd. His previous positions include a member of the Boards of Oy Center-Inn Ab, Palvelutyönantajat ry, Confederation of Finnish Industries (EK) and the Chair of the Board of Kiinteistöpalvelut ry. In addition, he has been a member and the Chair of the Supervisory Board of The Unemployment Insurance Fund and a member of the Supervisory Board of Varma Mutual Pension Insurance Company. As at 26 January 2015, Kyytsönen held 185 Kesko B shares.

New Board member candidate Anu Nissinen, b. 1963, Master of Science (Economics), is the CEO and Partner in Era Content Oy. Her earlier positions include CEO of Sanoma Media Finland Ltd, President of Sanoma Entertainment Finland, Managing Director of Welho/Helsinki Televisio Oy, Marketing Director of Helsinki Televisio Oy and several marketing position at Oy Sinebrychoff Ab. In addition to her principal occupation, Nissinen is currently a member of the Boards of DNA Ltd, F-Secure Corporation and Siili Solutions Plc. As at 26 January 2015, Nissinen held no Kesko Corporation shares.

New Board member candidate Kaarina Ståhlberg, b. 1966, Master of Laws (Columbia University), is a lawyer and a self-employed person. Her earlier positions include Legal Advisor in nuclear business matters at Fortum Corporation and General Counsel and member of the Executive Management Team of Fortum Corporation, lawyer at the law firm White & Case, and Vice President and Assistant General Counsel, and Vice President for the Mobile Phones Legal department of Nokia Plc. Her earlier positions also include member of the Board of the Helsinki Chamber of Commerce. As at 26 January 2015, Ståhlberg held no Kesko Corporation shares.

The biographical details of all Board member candidates and more detailed information on their earlier duties are available on the company's website at www.kesko.fi/yhtiokokous.

Proposal for the remuneration of Board members and the reimbursement of their expenses

In addition, the same shareholders propose that the remuneration of the Board members and the reimbursement of their expenses remain unchanged as follows:

- the Board Chair, an annual remuneration of €80,000,

- the Board Deputy Chair, an annual remuneration of €50,000,

- a Board member, an annual remuneration of €37,000,

- a meeting fee of €500/meeting for a Board meeting and its Committee's meeting, but a meeting fee of €1,000/meeting to a Committee Chair who is not the Chair or the Deputy Chair of the Board,

- daily allowances and reimbursement of travel expenses are paid to the Board members in accordance with the general travel rules of Kesko.

The above proposals will be included in the notice of the General Meeting which will be published separately.

Further information is available from Senior Vice President, General Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.

Kesko Corporation

Merja Haverinen
Vice President, Group Communications

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main news media
www.kesko.fi

 





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Source: Kesko Oyj via Globenewswire

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