Kesko Board's proposals to the Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 10.02.2015 AT 09.20 1(2)

Kesko Board's proposals to the Annual General Meeting

Kesko Corporation's Board of Directors has decided to propose to the Annual General Meeting convened for 13 April 2015 that the dividend payable for the year 2014 be €1.50 per share. The Board's Audit Committee proposes that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the auditor of the company.

Kesko Corporation's shareholders are invited to the Annual General Meeting to be held in Messukeskus Helsinki, Conference Centre, Messuaukio 1, Helsinki, on Monday, 13 April 2015, starting at 13.00. In addition to the business specified for the Annual General Meeting in Article 10 of the Articles of Association, the following proposals of the Board and its Audit Committee will be handled by the Meeting:

Distributions of profits

The Board proposes that a dividend of €1.50 per share be paid for the year 2014 on the basis of the adopted balance sheet. The dividend would 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. No dividend is paid on own shares held by the company as treasury shares on the record date for the payment of dividend. The Board proposes that the dividend pay date be 22 April 2015.

Auditor, auditor's fee and basis for reimbursement of expenses

The Board's Audit Committee proposes that the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the company's auditor. If the firm is elected as Kesko's auditor, PricewaterhouseCoopers Oy has announced that APA Mikko Nieminen shall be the auditor with principal responsibility. The Board's Audit Committee proposes that the auditor's fee and expenses be reimbursed according to invoice approved by the company.

Share issue authority

The Board proposes that it be authorised to decide on the issuance of a total maximum of 20,000,000 new B shares in a share issue. The shares could be issued for payment to be subscribed by shareholders in a directed issue in proportion to their existing holdings of the company shares regardless of whether they hold A or B shares, or, deviating from the shareholder's pre-emptive right, in a directed issue, if there is a weighty financial reason for the company, such as using the shares to develop the company's capital structure and financing possible acquisitions, capital expenditure or other arrangements within the scope of the company's business operations. The amount paid for the shares would be recognised in the reserve of invested non-restricted equity.

The authority would also include the Board's authority to decide on the share subscription price, the right to issue shares for non-cash consideration and the right to make decisions on other matters concerning share issues. The authority would be valid until 30 June 2018 and it would cancel the Board's authority granted by the General Meeting of 16 April 2012 to issue a total maximum of 20,000,000 new B shares, which the Board has not used. The applied authority does not cancel the Board's authority granted by the Annual General Meeting of 8 April 2013 to issue a total maximum of 1,000,000 own B shares held by the company as treasury shares, which will be valid until 30 June 2017.

Donations for charitable purposes

The Board proposes that that it be authorised to decide on the donations in a total maximum of €300,000 for charitable or corresponding purposes until the Annual General Meeting to be held in 2016 and to decide on the donation recipients, purposes of use and other terms of the donations.

Available documents

The proposals of the Board and its Audit Committee are available on the company's website at www.kesko.fi/yhtiokokous. The financial statements documents will be made available for shareholders on the company's website on week 12. Copies of the documents will be sent to shareholders on request. They will also be available at the General Meeting.

Notice of General Meeting

The notice of the General Meeting will be published separately on the company's website and as a stock exchange release at a later date.

Further information is available from Senior Vice President, Group 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