Kesko Oyj — M&A Activity 2019

May 28, 2019

Kruunuvuoren Satama Oy to become a subsidiary of Kesko Corporation

Kruunuvuoren Satama Oy to become a subsidiary of Kesko Corporation

Kesko Corporation, Kesko Pension Fund and Ilmarinen Mutual Pension Insurance
Company have today, 28 May 2019, agreed to dissolve their joint ownership of
Kruunuvuoren Satama Oy. Ilmarinen has further agreed to acquire the 3,438,885
Kesko A shares currently held by Kruunuvuoren Satama Oy. Kruunuvuoren Satama Oy
is estimated to become a wholly-owned subsidiary of Kesko Corporation by the end
of the second quarter of 2019.

Kesko Corporation, Kesko Pension Fund and Ilmarinen Mutual Pension Insurance
Company have today, 28 May 2019, agreed on an arrangement to dissolve their
joint ownership of Kruunuvuoren Satama Oy, a company established in 2010. Prior
to the arrangement becoming effective, Kesko holds 49%, Ilmarinen 33% and Kesko
Pension Fund 18% of the shares and votes in Kruunuvuoren Satama. The arrangement
will be implemented in stages, and Kruunuvuoren Satama Oy is estimated to become
a wholly-owned subsidiary of Kesko Corporation by the end of the second quarter
of 2019.

As part of the arrangement, Kesko will acquire the shares in Kruunuvuoren Satama
held by Kesko Pension Fund, while Kruunuvuoren Satama will acquire the shares in
Kruunuvuoren Satama held by Ilmarinen. This is estimated to take place by the
end of the second quarter of 2019. Kruunuvuoren Satama will maintain ownership
of the properties and assets currently held by the company, with the exception
of the 3,438,885 Kesko A shares which will be obtained by Ilmarinen. The fair
value of the properties owned by Kruunuvuoren Satama is approximately €164
million.

The main purpose of Kruunuvuoren Satama is to own, manage and develop the retail
store premises and other assets owned by the company and used by Kesko Group.
Prior to the arrangement, the properties leased to Kesko Group have been treated
in accordance with IFRS 16 Leases in the consolidated financial statements. Once
the arrangement has been completed, the estimated time being by the end of June,
the properties will be consolidated as owned properties in the consolidated
financial statements. The financing invested by Kesko in the arrangement is
approximately €56 million net. The decrease in lease expenditure will have a
positive cash flow impact of approximately €12 million at an annual level. The
arrangement will increase Kesko's comparable operating profit by some €5 million
at an annual level. In relation to the arrangement, Kesko will record a profit
of approximately €23 million as an item affecting comparability in income from
associates. The arrangement will not affect Kesko Group’s outlook.

Kesko Pension Fund and Ilmarinen have further agreed on a pre-emptive right for
Kesko Pension Fund to acquire from Ilmarinen a number of Kesko A shares equal to
the number of shares obtained by Ilmarinen with this arrangement, should
Ilmarinen’s holding of Kesko fall below the number of Kesko A shares obtained by
Ilmarinen with this arrangement.

Further information is available from Jukka Erlund, EVP, Chief Financial
Officer,
tel. +358 105 322 113, and Mika Majoinen, EVP, Group General Counsel, tel.
+358 105 322 206.

Kesko Corporation

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