Kesko's Annual Report 2009

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142 Kesko financial statements 2009 € million 2009 2008 14. Debtors Amounts owed by Group companies Long-term Loan receivables 360.7 389.4 Subordinated loans 50.0 10.0 Long-term receivables, total 410.7 399.4 Short-term Trade debtors 1.1 1.0 Loan receivables 294.2 541.2 Prepayments and accrued income 1.5 4.4 Short-term receivables, total 296.8 546.6 Total 707.5 946.0 Amounts owed by participating interests Long-term Loan receivables 1.5 1.5 Short-term Loan receivables 2.1 3.1 Short-term receivables, total 2.1 3.1 Total 3.6 4.6 Prepayments and accrued income Taxes 0.0 7.3 Others 3.5 18.1 Total 3.5 25.4 Kesko Corporation has issued capital loans of €30 million, €10 million and €10 million respectively to its subsidiaries Konekesko Ltd, Indoor Group Ltd and Kiinteistö Mesta Oy. The loan issued to Konekesko Ltd will mature on 31.12.2024. The capital will be repaid in fifteen equally large instalments of €2 million payable each year on 31.12., provided that the provisions of chapter 12, section 1, paragraph 1 of the Limited Liability Companies Act are fulfilled. Interest will be payable only if the amount of the company's unrestricted equity plus all capital loans at the time of repayment exceeds the amount of loss shown in the balance sheet of the financial statements to be adopted for the company's last concluded financial year or of any more recent financial statements. The annual interest payable on the loan will comprise the reference rate and a margin to be added to it. The reference rate will be the 3-month Euribor and the margin will be 0.5% p.a. The interest will be paid in arrears on 31.12. Any unpaid interest will be treated as the borrower's debt and a sum of interest will be payable annually on it, whose rate will be the same as for the interest to be paid on the capital of the loan. The loan issued to Indoor Group Ltd will mature on 31.3.2014. The capital will be repaid in five equally large instalments with the first one due on 31.3.2010. The capital will be repaid only if the provisions of chapter 12, section 1, paragraph 1 of the Limited Liability Companies Act are fulfilled. Interest will be payable only if the amount of the company's unrestricted equity plus all capital loans at the time of repayment exceeds the amount of loss shown in the balance sheet of the financial statements to be adopted for the company's last concluded financial year or of any more recent financial statements. If the repayment criteria are met, 10% interest will be paid on the loan. The loan issued to Kiinteistö Mesta Oy will be repaid only if, after repayment of the loan, the restricted equity shown in the balance sheet to be adopted for the borrower's last concluded financial year and all other non-distributable items are fully funded. € million 2009 2008 15. Capital and reserves Share capital at 1 January 195.6 195.5 Subscriptions with options 1.0 0.1 Share capital at 31 December 196.6 195.6 Share issue, exercise of options at 1 January 0,1 - Increase 4.6 0.4 Transfer to share capital -1.0 -0.1 Transfer to share premium account Share issue, exercise of options at 31 -3.6 -0.2 December 0.0 0.1 Share premium account at 1 January 190.3 190.1 Subscriptions with options 3.6 0.2 Share premium account at 31 December 193.9 190.3 Other reserves at 1 January 243.4 243.4 Other reserves at 31 December 243.4 243.4 Retained earnings at 1 January 767.8 687.8 Distribution of dividends -97.8 -156.4 Transfer to donations -0.3 -0.3 Retained earnings at 31 December 669.7 531.1 Profit for the financial year 138.8 236.7 Capital and reserves, total 1,442.4 1,397.2
Increase in share capital During the reporting period, the share capital was increased four times corresponding to share subscriptions with the stock options of the 2003 option scheme. The increases were made on 11 February 2009 (€52,392), 5 May 2009 (€51,250), 5 June 2009 (€673,146) and 17 December 2009 (€216,562), and announced in stock exchange notifications on the same days. The subscribed shares were included on the main list of the Helsinki stock exchange for public trading with the old B shares on 12 February 2009, 6 May 2009, 8 June 2009 and 18 December 2009. Distributable reserves Other reserves 243.4 243.4 Retained earnings 669.7 531.1 Profit for the financial year 138.8 236.7 Total 1,051.9 1,011.2 Breakdown of the parent company's share capital pcs counter value, € € million A shares 31,737,007 2 63.5 B shares 66,584,522 2 133.2 Total 98,321,529 196.6 Voting rights carried by shares number of votes A share 10 B share 1 2003 and 2007 stock option plans On 31 March 2003, the Annual General Meeting resolved to gratuitously issue a total of 1,800,000 share options to the management of the Kesko Group as well as to a wholly-owned subsidiary of Kesko Corporation. A deviation was made from the shareholders' pre-emptive right to subscription since the options form a part of the incentive and commitment programme for the management. Each option entitles the holder to subscribe for one new Kesko Corporation B share. The options are marked with symbols 2003D (KESBVEW103), 2003E (KESBVEW203) and 2003F (KESBVEW303) in units of 600,000 options each. The Annual General Meeting of 26 March 2007 decided to grant a total of 3,000,000 stock options for no consideration to the Kesko Group management and the management of the other Group companies, to the rest of the key Kesko personnel, and to Sincera Oy, a subsidiary wholly owned by Kesko Corporation. A deviation was made from the shareholders' pre-emptive right to subscription since the options form a part of the incentive and commitment programme for the management. Each stock option entitles its holder to subscribe for one new Kesko Corporation B share. The stock options shall be marked with symbols 2007A, 2007B and 2007C in units of 1,000,000 options each. Percentage of issued stock options out of all shares and votes If shares were subscribed for with all exercisable options, the shares subscribed for with all the 2003 and 2007 plan options would account for 4.67% of shares and 1.23% of all votes. The Kesko financial statements 2009 143 subscriptions made with stock options could raise the number of the company's shares to 101,688,793. As a result of the subscriptions, the voting rights carried by all shares could increase to 387,321,856 votes. The company has not granted other options or special rights entitling to shares. Authorisations of the Board of Directors Kesko's Annual General Meeting of 30 March 2009 authorised the Board to decide about the issuance of new B shares. B shares can be issued against payment to the company's existing shareholders in proportion to their existing shareholdings regardless of whether they consist of A or B shares, or, deviating from shareholders' pre-emptive rights in order for the issued shares to be used as consideration in possible company acquisitions, other company business arrangements, or to finance investments. The maximum number of new shares issued is 20,000,000. The Board of Directors was also authorised to decide about the subscription price of the shares, to issue shares against non-cash consideration, and to make decisions concerning any other matters relating to share issues. The authorisation is valid until 30 March 2012. The Board of Directors has no other authorisation concerning an issue of rights, convertible bonds or options valid at the moment. € million 2009 2008 16. Appropriations Depreciation reserve 91.6 131.2 Total 91.6 131.2 17. Provisions Future rent expenses for vacant business premises 5.7 5.2 Other provisions 2.1 3.1 Total 7.8 8.3 18. Non-current creditors Debt falling due later than within five years Private placement bonds 100.4 100.4 Loans from credit institutions 38.2 20.5 Total 138.6 120.9 On 10 June 2004, Kesko Corporation issued a private placement of USD 120 million in the US. The arrangement consists of three bullet loans: a 10-year loan (USD 60 million), a 12-year loan (USD 36 million) and a 15-year loan (USD 24 million). Kesko has hedged the loan by using currency and interest rate swaps, as a result of which the loan capital totals €100.4 million and the fixed capital-weighted average interest rate is 5.4%.
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Kesko’s year
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2 Kesko’s year 2009 Kesko in brie
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4 Kesko’s year 2009 Review by the
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6 Kesko’s year 2009 Year 2009 in
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Kesko is a highly valued listed tra
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uct and service benefits to custome
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the Pirkka magazine continued to in
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16 Kesko’s year 2009 K-food store
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18 Kesko’s year 2009 High-quality
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Kesko’s home and speciality goods
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Year 2009 In 2009, the net sales of
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Market shares and competitors Hyper
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28 Kesko’s year 2009 Products and
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30 Kesko’s year 2009 Through its
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32 Kesko’s year 2009 Responsibili
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VV-Auto and Konekesko make up the c
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market for agricultural machinery i
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Market shares VV-Auto Finland: Volk
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Real estate operations indicators f
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44 Kesko’s year 2009 Kesko is a g
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46 Kesko’s year 2009 The widest v
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Principles and indicators of respon
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effective stakeholder interaction w
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compare the responsibility practice
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member and expiring at the close of
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Decision-making, activities and mee
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A written managing director’s ser
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made by the Remuneration Committee
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programmes, for their competitive t
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the Audit Committee, and reports on
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Mikko Kosonen b. 1957, D.Sc. (Econ.
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Notice period and severance pay: 6
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Report by the Board of Directors Ja
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In January-December, two new K-raut
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The retail sales of the K-rauta and
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Significant risks and uncertainties
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Group performance indicators Kesko
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Net sales by segment, continuing op
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Calculation of performance indicato
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Consolidated Financial Statements C
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Consolidated statement of cash flow
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NOTE 1 Accounting policies for the
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Page 97 and 98: exceed 10 percent of the higher rat
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Page 111 and 112: NOTE 18 Finance lease receivables K
Page 113 and 114: NOTE 20 Kesko financial statements
Page 115 and 116: A total amount of €12.6 million (
Page 117 and 118: Kesko financial statements 2009 Rev
Page 119 and 120: NOTE 29 Finance lease liabilities K
Page 121 and 122: Group as the lessor Minimum lease p
Page 123 and 124: Movements in quantities and exercis
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Page 127 and 128: Liquidity risk and sensitivity anal
Page 129 and 130: Kesko financial statements 2009 Bre
Page 131 and 132: Fair values of derivative financial
Page 133 and 134: with regard to business operations,
Page 135 and 136: In addition, the other operating ex
Page 137 and 138: Owned by other Group companies Domi
Page 139 and 140: Parent's balance sheet (FAS) € 31
Page 141 and 142: Kesko financial statements 2009 Not
Page 143: € million 2009 2008 Accumulated d
Page 147 and 148: Signatures Signatures Helsinki, 4 F
Page 149 and 150: the record date, and whose custodia
Page 151 and 152: Share performance indicators Tradin
Page 153 and 154: Prices and trading of Kesko A and B
Page 155 and 156: Share capital and shares Kesko fina
Page 157 and 158: Information about Kesko for investo
Page 159 and 160: Kenkäkesko Ltd Kutojantie 4, FI-02
Page 161 and 162: Operations control system (ERP Ente
Page 163: www.kesko.fi Business ID 0109862-8
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Kesko's Annual Report 2009

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