Kesko Oyj — Proxy Solicitation & Information Statement 2019

Feb 6, 2019

Kesko Board's proposals to the Annual General Meeting

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 8 April 2019 that the dividend payable for the year
2018 be €2.34 per share, that sections 6, 9 and 10 of the Company’s Articles of
Association be amended, and that the Board be authorised to decide on donations
for charitable purposes. The Board proposes that Authorised Public Accountants
PricewaterhouseCoopers Oy be elected as the Company’s auditor.

Kesko Corporation's shareholders are invited to the Annual General Meeting to be
held at Messukeskus Helsinki, Rautatieläisenkatu 3, Helsinki, on Monday, 8 April
2019, starting at 13.00 EET. In addition to the matters specified for the agenda
of the Annual General Meeting in section 10 of the Company’s Articles of
Association, the following proposals by the Board of Directors will be handled
by the Annual General Meeting:

Distribution of profit

The Board proposes that a dividend of €2.34 per share be paid for the year 2018
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, €1.17 per share, will 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 10 April 2019. The Board proposes
that the first dividend instalment pay date be 17 April 2019. The second
instalment, €1.17 per share, will 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 10 October 2019. The Board proposes that
the second dividend instalment pay date be 17 October 2019. The Board proposes
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.

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

The Board proposes that Authorised Public Accountants PricewaterhouseCoopers Oy
be elected as the Company’s auditor. If the firm is elected as Kesko's auditor,
PricewaterhouseCoopers Oy has announced that APA Mikko Nieminen will be the
auditor with principal responsibility. The Board proposes that the auditor's
remuneration and the reimbursements of the auditor's expenses be paid according
to an invoice approved by the Company.

Amendments to the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves to
amend sections 6, 9 and 10 of the Company’s Articles of Association.

The Board proposes amending section 6 “Auditor” of the Articles of Association,
as in accordance with the Finnish Auditing Act, which entered into force on 1
January 2016, the Auditor Oversight unit of the Finnish Patent and Registration
Office is responsible for auditor oversight as of 1 January 2016, not the
Chamber of Commerce. The Board proposes not to include the name of the oversight
authority in the Articles of Association. Furthermore, the Board proposes
recording that the Company’s Authorised Public Accountants organisation shall
designate an Authorised Public Accountant as the auditor with principal
responsibility. Apart from the proposed changes, the wording and content of
section 6 would not be amended.

The Board proposes amending section 9 “Notice of the General Meeting” of the
Company’s Articles of Association so that a notice of a General Meeting shall be
given, in accordance with the Finnish Limited Liability Companies Act, at the
earliest three months before the General Meeting, instead of the two months
currently stated in the Articles of Association.

The Board proposes amending section 10 “Annual General Meeting” of the Company’s
Articles of Association so that the Meeting shall decide on the number of the
Board of Directors’ members only when necessary. According to section 4 “Board
of Directors” of the Articles of Association, the term of the Board of
Directors’ members is three (3) years, and therefore an Annual General Meeting
does not necessarily elect any Board members, and consequently does not need to
make decisions regarding the number of Board members. The Board also proposes
changing the wording to refer to “the fees and the basis for the reimbursement
of expenses to the members of the Board of Directors and the auditor” instead of
the current “auditors”.

Donations for charitable purposes

The Board proposes that it be authorised 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 2020, and to decide on the donation recipients,
purposes of use, and other terms and conditions of the donations.

Available documents

The proposals of the Board of Directors and shareholders are available on the
Company's website at www.kesko.fi/en/investor/General-Meeting. The financial
statements documents will be made available to shareholders on the Company's
website in week 10. Copies of the documents will be sent to shareholders on
request. They will also be available at the Annual General Meeting.

Notice of the Annual General Meeting

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

Further information is available from Mika Majoinen, EVP, Group General Counsel,
tel. +358 105 322 206.

Kesko Corporation

DISTRIBUTION

Nasdaq Helsinki Ltd

Main news media

www.kesko.fi