Kesko Oyj — AGM Information 2021

Mar 15, 2021

Notice of Kesko’s Annual General Meeting

Notice of Kesko’s Annual General Meeting

Kesko Corporation’s Annual General Meeting will be held on Monday, 12 April
2021, starting at 1.00 pm (EET). The General Meeting will be held with
exceptional meeting procedures in place and without the presence of shareholders
or their proxy representatives at Kesko Corporation’s K-Kampus headquarters at
Työpajankatu 12, 00580 Helsinki. Kesko’s Board of Directors has decided on
exceptional procedures for the General Meeting based on the temporary
legislative act (677/2020) approved by the Finnish Parliament (the "Temporary
Act"). Kesko has decided to take actions enabled by the Temporary Act in order
to hold the General Meeting in a predictable manner, taking into account the
health and safety of the Company‘s shareholders, personnel and other
stakeholders, while preventing the spread of the Covid-19 pandemic.

The Company’s shareholders may participate in the General Meeting and exercise
their rights as shareholders only by voting in advance and submitting
counterproposals and questions in advance, they cannot attend the General
Meeting in person.

Shareholders can follow the General Meeting via live webcast at
 kesko.fi/agm (http://www.kesko.fi/agm). Shareholders watching the webcast are
not deemed to be participating in the General Meeting, and therefore cannot
exercise their right to speak or vote during the General Meeting. Instructions
for shareholders can be found in section C of this notice.

A. Items on the agenda of the General Meeting

1. Opening of the meeting

2. Calling the meeting to order

Professor Seppo Villa will act as the Chair of the General Meeting. If Seppo
Villa is not able to act as Chair due to a weighty reason, the Board will
nominate another person it deems best suited to act as Chair. The Chair may
appoint a secretary for the General Meeting.

1. Election of person to confirm the minutes and to supervise the counting of
   votes

Aino Jankari will act as the person to confirm the minutes and supervise the
counting of votes. If Aino Jankari is unable to act as the person to confirm the
minutes and supervise the counting of the votes due to a weighty reason, the
Board will nominate another person it deems best suited to act as the person to
confirm the minutes and supervise the counting of votes.

1. Recording the legality of the meeting

2. Recording attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance during the advance voting period and who
are entitled to take part in the General Meeting according to Chapter 5,
Sections 6 and 6 a of the Finnish Limited Liability Companies Act, are deemed to
participate in the General Meeting. The list of votes will be adopted based on
the information provided by Euroclear Finland Ltd.

1. Review by the President and CEO

2. Presentation of the 2020 financial statements, the report by the Board of
   Directors, and the Auditor's Report

As shareholders can only participate in the General Meeting by means of advance
voting, the Company’s Annual Report, which is published in week 11, comprises
the Company’s financial statements, report by the Board of Directors, and the
Auditor’s Report, and is available on the Kesko’s website, is deemed to have
been presented to the General Meeting.

1. Adoption of the financial statements

The Board proposes that the General Meeting adopt the financial statements. The
Company’s Auditor has recommended adopting the financial statements.

1. Use of the profit shown on the balance sheet and resolution on the payment
   of dividend

The Board proposes that a dividend of €0.75 per share be paid for the year 2020
based on the adopted balance sheet on shares held outside the Company at the
date of dividend distribution. The remaining distributable assets will remain in
equity. The Board proposes that the dividend be paid in two instalments. The
first instalment, €0.38 per share, is to be paid to shareholders registered in
the Company's register of shareholders kept by Euroclear Finland Ltd on the
first dividend instalment payment record date 14 April 2021. The Board proposes
that the first dividend instalment pay date be 21 April 2021. The second
instalment, €0.37 per share, is to be paid to shareholders registered in the
Company's register of shareholders kept by Euroclear Finland Ltd on the second
dividend instalment payment record date 1 October 2021. The Board proposes that
the second dividend instalment pay date be 8 October 2021. The Board proposes
that it be authorised to decide, if necessary, on a new dividend payment record
date and pay date for the second instalment if the rules and statutes of the
Finnish book-entry system change or otherwise so require.

As at the date of the proposal for the distribution of profit, 2 February 2021,
a total of 396,739,146 shares were held outside the Company, and the
corresponding total amount of dividends is €297,554,359.50.

The distributable assets of Kesko Corporation total €1,436,295,866.09, of which
profit for the financial year is €234,293,405.12.

1. Resolution on discharging the Board members and the Managing Director from
   liability for the financial year 1 Jan. - 31 Dec. 2020

2. Reviewing the Remuneration Report for Governing Bodies

The Board proposes that the General Meeting approve the 2020 Remuneration Report
for Governing Bodies. The resolution concerning the Remuneration Report is
advisory. The Remuneration Report is available on the Company’s website.

1. Resolution on the Board members' remuneration and the basis for
   reimbursement of their expenses

The Shareholders’ Nomination Committee submits the following proposals regarding
the remuneration of Board members and the reimbursement of their expenses in
2021-2022:

• Board Chair, an annual fee of €102,000

• Board Deputy Chair, an annual fee of €63,000

• Board member, an annual fee of €47,500

• Board member who is the Chair of the Audit Committee, an annual fee of €63,000

• A meeting fee of €600/meeting for a Board meeting and its Committee's meeting.
  A meeting fee of €1,200/Board meeting for the Board Chair. However, a meeting
  fee of €1,200/Committee meeting to a Committee Chair who is not the Chair or
  Deputy Chair of the Board. The meeting fees are to be paid in cash.

• Daily allowances and the reimbursements of travel expenses are to be paid to
  the Board members in accordance with the general travel rules of Kesko.

It is proposed that the payment of the aforementioned annual fees be made in
Kesko Corporation’s B series shares and in cash, with approximately 30% of the
fees paid in shares. After the transfer of shares, the remaining fee amount is
to be paid in cash. The Company will acquire the shares or transfer shares held
by the Company as treasury shares in the name and on behalf of the Board
members. The Company is responsible for the costs arising from the acquisition
of the shares. The shares are to be acquired or transferred to the Board members
on the first working day to follow the publication of the interim report for the
first quarter of 2021. A Board member cannot transfer shares obtained in this
manner until either three years have passed from the day the member has received
the shares or their membership on the Board has ended, whichever comes first.

1. Resolution on the number of Board members

The Shareholders’ Nomination Committee proposes that seven members be elected to
the Company’s Board of Directors for the three-year term of office that will
end, as determined in the Company’s Articles of Association, at the close of the
2024 Annual General meeting.

1. Election of the Board members

The Shareholders’ Nomination Committee proposes that the following members be
elected to the Company’s Board of Directors for the three-year term of office
that will end, as determined in the Company’s Articles of Association, at the
close of the 2024 Annual General meeting. The Committee proposes the re-election
of Esa Kiiskinen, retailer, business college graduate; Peter Fagernäs, Master of
Laws; Jannica Fagerholm, M.Sc. Economics; Piia Karhu, Doctor of Science,
Economics and Business Administration; and Toni Pokela, retailer, EMBA. The
Committee proposes that Timo Ritakallio, Doctor of Science (Technology), LL.M.,
MBA, and Jussi Perälä, retailer, business college graduate, be elected as new
Board members.

All proposed Board members are presented on the Company’s website at
kesko.fi/agm (http://www.kesko.fi/agm).

1. Resolution on the Auditor's fee and the basis for reimbursement of expenses

The Board proposes to the General Meeting, at the recommendation of the Board’s
Audit Committee, that the auditor's remuneration and the reimbursements of the
auditor's expenses be paid according to an invoice approved by the Company.

1. Election of the Auditor

The Board proposes to the General Meeting, at the recommendation of the Board’s
Audit Committee, that the firm of authorised public accountants Deloitte Oy be
elected as the Company’s Auditor for the financial year 2021. If Deloitte Oy is
elected as Kesko's auditor, the firm has announced that APA Jukka Vattulainen
will be the auditor with principal responsibility.

1. Proposal by the Board of Directors for its authorisation to decide on the
   issue of shares

The Board proposes to the General Meeting that the Board be authorised to decide
on the issuance of new B series shares as well as of own B shares held by the
Company as treasury shares on the following terms and conditions:

Under the authorisation, the Board shall be authorised to make one or more
decisions on the issuance of B shares, provided that the number of B shares
thereby issued totals a maximum of 40,000,000 B shares. This number of shares is
equivalent to approximately 10% of all shares in the Company.

B shares can be issued for subscription by shareholders in a directed issue in
proportion to their existing holdings of shares in the Company, regardless of
whether they own A or B shares. B shares can also be issued in a directed issue,
departing from the shareholder's pre-emptive right, for a weighty financial
reason for the Company, such as using the shares to develop the Company's
capital structure, to finance possible acquisitions, capital expenditure or
other arrangements within the scope of the Company's business operations, or to
implement the Company's commitment and incentive scheme. For the latter purpose,
however, the maximum number of B shares that can be issued is 800,000 shares.
This number of shares is equivalent to approximately 0.2% of all shares in the
Company.

New B shares may be issued only against payment. Own B shares held by the
Company as treasury shares can be conveyed either against or without payment.
According to the Finnish Limited Liability Companies Act, a directed share issue
can only be without payment if an especially weighty financial reason exists
thereto, both from the viewpoint of the Company’s interests and taking into
account the best interests of all its shareholders.

The Board of Directors shall decide on the subscription price of the shares upon
the issuance of new shares, and the possible amount that is payable upon the
conveyance of B shares held by the Company. The Board of Directors is also
entitled to issue shares against non-monetary consideration. The subscription
price and possible amount payable for the shares shall be recorded in the
reserve for invested non-restricted equity.

The Board shall make decisions regarding any other matters related to the share
issues.

The authorisation is valid until 30 June 2022. The authorisation cancels out the
authorisation granted by the General Meeting of 28 April 2020 to the Board of
Directors to issue of a total maximum of 40,000,000 new B shares or B shares
held by the Company as treasury shares. That authorisation would have expired on
30 June 2021.

1. Donations for charitable purposes

The Board proposes that the General Meeting resolve to authorise the Board to
decide on donations in a total maximum of €300,000 for charitable or
corresponding purposes until the Annual General Meeting to be held in 2022, and
to decide on the donation recipients, purposes of use, and other terms and
conditions of the donations.

1. Closing of the meeting

B. General Meeting documents

The above resolution proposals on the agenda of the General Meeting, as well as
this notice of the meeting are available on Kesko’s website at www.kesko.fi/agm.
Kesko Corporation's financial statements, the report by the Board of Directors,
Auditor's report, and Remuneration Report are made available on the website in
week 11. Copies of the resolution proposals and this notice will be sent to
shareholders at request. The minutes of the General Meeting will be made
available on the website on 26 April 2021 at the latest.

C. Instructions for meeting participants

In order to limit the spread of the Covid-19 pandemic, the Annual General
Meeting will be arranged in such a way that neither shareholders nor their proxy
representatives may arrive at the meeting venue. Shareholders and their proxy
representatives can participate in the General Meeting and exercise their rights
only by voting in advance and by submitting counterproposals and questions in
advance, taking into account the limitations set out in the Temporary Act.

A shareholder or a proxy representative may not participate in the General
Meeting by means of real-time telecommunications either, but shareholders may
follow the General Meeting on the Company’s website at www.kesko.fi/agm by
ordering a personal link to the live stream by 6 April 2021 at 4.00 pm EET at
the latest. Ordering the link requires strong electronic identification by means
of online banking codes or Mobile ID. Holders of nominee-registered shares, who
cannot order the link on the website, may contact the Company by e-mail
keskoagm@kesko.fi by the aforementioned time in order to obtain the link. The
link will be activated for the shareholders who are registered in Kesko’s
register of shareholders on the record date of the General Meeting, 29 March
2021. Ordering a link does not require participation registration for the
meeting or advance voting. The language of the meeting is Finnish. Shareholders
following the General Meeting in this way are not considered to be participating
in the General Meeting based on only following the Meeting, and the resolutions
of the General Meeting shall be made based solely on the advance voting.

1. Right to participate by a shareholder registered in the register of
   shareholders

Each shareholder registered in the Company’s register of shareholders kept by
Euroclear Finland Ltd on the record date of the General Meeting, 29 March 2021,
has the right to participate in the General Meeting. Shareholders whose shares
are registered on their personal Finnish book-entry account are registered in
the Company’s register of shareholders.

1. Notice of participation of a shareholder registered in the register of
   shareholders and voting in advance

Registration for the General Meeting and advance voting begin when the deadline
for making counterproposals has expired and the Company has published the
possible counterproposals to be put to a vote on the Company’s website, but no
later than on 24 March 2021. A shareholder registered in the Company’s register
of shareholders wishing to participate in the General Meeting by voting in
advance, must register for the General Meeting and vote in advance by 6 April
2021 at 4.00 pm EET at the latest by which time the notice of participation and
the votes must be received.

Shareholders with a Finnish book-entry account may register and vote in advance
on certain matters on the agenda of the General Meeting within the registration
and advance voting period by the following means:

a) On the Company’s website at www.kesko.fi/agm

Registration and advance voting require strong electronic identification (online
banking codes or Mobile ID) for natural persons, and business ID and the
shareholder’s book-entry account number for legal persons.

b) By e-mail or regular mail

A shareholder voting in advance by e-mail or regular mail must deliver the
advance voting form available on the Company’s website at www.kesko.fi/agm to
Euroclear Finland Ltd by e-mail to yhtiokokous@euroclear.eu or by regular mail
to Euroclear Finland Ltd, Yhtiökokous / Kesko Corporation, PO Box 1110, FI-00101
Helsinki, Finland. The advance voting form will be available on the Company’s
website no later than on 24 March 2021.

If a shareholder participates in the General Meeting by delivering advance votes
by e-mail or regular mail to Euroclear Finland Ltd, the delivery of the votes
before the deadline for delivering the notice of participation and the advance
voting period has expired shall constitute due registration for the General
Meeting provided that the shareholder’s message includes the information
required for the registration set out in the advance voting form.

Shareholders must submit the requested information, such as their identification
and contact details in connection with the registration. Personal data disclosed
in connection with a shareholder’s registration will be used only in connection
with the General Meeting and the thereto related necessary processing of
registrations.

Instructions regarding the voting are available to all shareholders on the
Company’s website at www.kesko.fi/agm. Additional information is also available
by telephone at +358 10 532 3211 (Monday to Friday between 9.00 am and 4.00 pm
EET).

1. Proxy representative and powers of attorney

Shareholders can participate in the General Meeting and exercise their rights
thereat by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder. Should a
shareholder participate in the General Meeting by means of several proxy
representatives representing the shareholder with shares on different book-entry
accounts, the shares by which each representative represents the shareholder
shall be identified in connection with the registration.

A template for proxy document and voting instructions will be made available on
the Company’s website at www.kesko.fi/agm on 24 March 2021 at the latest.

Shareholders who will not vote in advance themselves may, without any cost to
the shareholder, use the Company’s proxy authorisation service and authorise
Veli Siitonen, Attorney-at-Law of Merilampi Attorneys Ltd., or another of the
Company independent Attorney-at-Law appointed by him to exercise the
shareholder’s voting rights at the General Meeting in accordance with the voting
instructions given by the shareholder. A signed proxy document including the
advance voting form must be delivered to Veli Siitonen, Attorney-at-Law, by e
-mail or regular mail (contact details below) no later than on 6 April 2021 at
10.00 am EET, by which time the documents must be received.

Further information on the designated proxy representative is available on the
website www.merilampi.com/ihmiset/specialist-counsel/veli-siitonen/ and his
contact details are:

e-mail: veli.siitonen@merilampi.com

postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100
Helsinki, Finland

Shareholders may participate in the General Meeting and exercise their rights
thereat also by appointing another proxy representative of their choice. A proxy
representative appointed by a shareholder must also vote in advance in the
herein described manner (a proxy representative cannot vote in the electronic
advance voting system). A proxy representative must deliver a signed proxy
document given to him/her including the advance voting form or corresponding
information by regular mail to Euroclear Finland Ltd, Yhtiökokous / Kesko
Corporation, PO Box 1110, FI-00101 Helsinki, Finland or by e-mail to
yhtiokokous@euroclear.eu no later than on 6 April 2021 at 4.00 pm EET, by which
time the documents or corresponding information must be received. Delivery of
the proxy document to Euroclear Finland Ltd before the end of the registration
period shall constitute due registration for the General Meeting.

1. Holders of nominee-registered shares

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 Company’s register of shareholders kept by Euroclear Finland
Ltd on the record date of the General Meeting, 29 March 2021. Participation
further requires that the shareholder is temporarily registered in the Company’s
shareholder register kept by Euroclear Finland Ltd by virtue of this
shareholding by 7 April 2021 at 10.00 am EET at the latest. As regards nominee
-registered shares, this constitutes due registration for the General Meeting.

Holders of nominee-registered shares are advised to request instructions
regarding the registration in the register of shareholders, submitting their
proxy documents and participating in the General Meeting from their custodian
banks well in advance. The account operator of the custodian bank shall request
a holder of a nominee-registered share to be temporarily registered in the
Company’s register of shareholders and arrange voting on behalf of a holder of
nominee-registered shares by the aforementioned time at the latest.

1. Making counterproposals to the proposed resolutions and submitting questions
   in advance

Shareholders holding at least one-hundredth (1/100) of all shares in the Company
within the meaning of the Temporary Act have a right to make a counterproposal
to the proposed resolution on the agenda of the General Meeting to be put to a
vote. Such counterproposals must be delivered to the Company by e-mail to
keskoagm@kesko.fi by no later than 22 March 2021 at 4.00 pm EET. Shareholders
making a counterproposal must in connection with delivering the counterproposal
present evidence of their shareholding. A counterproposal will be considered at
the General Meeting provided that the shareholder has the right to participate
in the General Meeting, the shareholder has registered for the General Meeting,
and the shareholder holds shares corresponding to at least one-hundredth of all
shares in the Company on the record date of the General Meeting. Should the
counterproposal not be taken up for consideration in the General Meeting, votes
given on favour of the counterproposal will not be taken into consideration. The
Company will publish counterproposals to be put to a vote, if any, on the
Company’s website at www.kesko.fi/agm on 23 March 2021 at the latest.

Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a
shareholder who has the right to participate in the General Meeting as set out
in section C.1 or C.4 of this Notice, has the right to submit questions with
respect to the matters to be considered at the General Meeting until 24 March
2021 by sending them by e-mail to keskoagm@kesko.fi. Such questions from
shareholders, the Company’s answers to them as well as counterproposals other
than those put to a vote will be made available on the Company’s website at
www.kesko.fi/agm on 31 March 2021 at the latest. As a prerequisite for
submitting questions, shareholders must present adequate proof of their
shareholding upon request.

1. Other instructions / information

As at the date of the Notice of General Meeting, Kesko Corporation has
126,948,028 A shares, which carry a total of 1,269,480,280 votes, and
273,130,980 B shares, which carry a total of 273,130,980 votes. There are
400,079,008 shares in aggregate, and the aggregate number of votes attached to
the shares is 1,542,611,260. Each A series share carries ten votes and each B
series share carries one vote at the General Meeting.

Changes in the ownership of shares that take place after the General Meeting
record date do not affect the right to take part in the General Meeting or the
shareholder’s number of votes.

Helsinki, 15 March 2021

KESKO CORPORATION

BOARD OF DIRECTORS

Further information is available from Lasse Luukkainen, Group General Counsel,
tel. +358 105 322 818.

Kesko Corporation

DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media

www.kesko.fi

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