Kesko Oyj — Proxy Solicitation & Information Statement 2022

Feb 3, 2022

Proposals of Kesko’s Board of Directors to the Annual General Meeting

Proposals of Kesko’s Board of Directors to the Annual General Meeting

The Board of Directors of Kesko Corporation has decided to propose to the Annual
General Meeting to be held on 7 April 2022 that it resolve to pay €1.06 per
share as dividend for the year 2021, adopt the financial statements, approve the
Remuneration Report for Governing Bodies, and authorise the Board to decide on
the repurchase of the company’s own shares, on the issue of shares, and on
donations for charitable purposes. The Board proposes that the firm of
authorised public accountants Deloitte Oy be elected as the company’s Auditor.

Kesko Corporation’s Annual General Meeting will be held on Thursday, 7 April
2022, starting at 1.00 pm (EET). Due to the Covid-19 pandemic, exceptional
meeting procedures based on the temporary legislative act (375/2021) will be in
place to ensure that the General Meeting can be held in a predictable manner,
ensuring the health and safety of the company‘s shareholders, personnel and
other stakeholders. The company’s shareholders and their proxies may vote and
submit counter proposals and questions in advance, and follow the General
Meeting remotely in a manner that will be detailed in the Notice of General
Meeting. The Notice of General Meeting will be published as a stock exchange
release and on the company’s website, with the estimated time being week 6.

In addition to the matters specified for the agenda of the Annual General
Meeting in section 10 of Kesko’s Articles of Association, the following
proposals by the Board of Directors will be handled by the General Meeting:

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.

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

The Board proposes that a dividend of €1.06 per share be paid for the year 2021
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 four instalments as
follows:

·
· The first instalment of €0.27 per share is to be paid to shareholders
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the instalment’s record date 11 April 2022. The Board proposes that the
dividend instalment pay date be 20 April 2022.
· The second instalment of €0.26 per share is to be paid to shareholders
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the instalment’s record date 22 June 2022. The Board proposes that the
dividend instalment pay date be 29 June 2022.
· The third instalment of €0.27 per share is to be paid to shareholders
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the instalment’s record date 13 September 2022.  The Board proposes that
the dividend instalment pay date be 20 September 2022.
· The fourth instalment of €0.26 per share is to be paid to shareholders
registered in the company's register of shareholders kept by Euroclear Finland
Ltd on the instalment’s record date 13 December 2022. The Board proposes that
the dividend instalment pay date be 20 December 2022.

The Board proposes it be authorised to decide, if necessary, on new dividend
payment record dates and pay dates for the second, third and/or fourth
instalments, 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 2022,
a total of 397,110,344 shares were held outside the company, and the
corresponding total amount of dividends is €420,936,964.64.

The distributable assets of Kesko Corporation total €1,502,200,136.91, of which
profit for the financial year is €354,650,052.25.

Reviewing the Remuneration Report for Governing Bodies

The Board proposes that the General Meeting approve the 2021 Remuneration Report
for Governing Bodies. The resolution concerning the Remuneration Report is
advisory in nature. The Remuneration Report will be made available on the
company’s website at www.kesko.fi/agm in week 10 at the latest.

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.

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
re-elected as the company’s Auditor for a term that will extend until the end of
next Annual General Meeting.  If Deloitte Oy is elected as the company’s
Auditor, the firm has announced that APA Jukka Vattulainen will be the auditor
with principal responsibility.

Authorising the Board of Directors to decide on the repurchase of the company’s
own shares

The Board proposes that the General Meeting authorise the Board to decide on the
repurchase of the company’s own B shares (“Authorisation to repurchase shares”)
under the following terms and conditions:

Under the authorisation, the Board will be entitled to decide on the repurchase
of a maximum of 16,000,000 of Kesko’s B shares. This number of shares is
equivalent to approximately 4.0% of all shares in the company. Based on the
authorisation, B shares may also be repurchased not in proportion to the
shareholdings of shareholders (directed repurchase). The shares may be
repurchased in one or more lots. Kesko B shares may be repurchased using the
company’s distributable unrestricted equity, at the price quoted in public
trading at the time of repurchase, or at other market price.

The shares are to be repurchased for use in the development of the company's
capital structure, to finance possible acquisitions, capital expenditure and/or
other arrangements within the scope of the company's business operations, and to
implement the company's commitment and incentive scheme for management and other
personnel, or to be kept by the company, otherwise transferred, or cancelled.

The Board will make decisions concerning other terms of the repurchase of own
shares.

The authorisation to repurchase shares will be in force until 30 June 2023.

Authorising the Board of Directors to decide on a share issue

The Board proposes that the General Meeting authorise the Board 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 will 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 33,000,000 B shares. This number of shares is
equivalent to approximately 8.2% of all shares in the company.

The B shares can be issued for subscription by shareholders in a directed issue
in proportion to their existing holdings of the company’s shares, 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 can only be issued against payment. Kesko B shares held by the
company as treasury shares can be issued either against or without payment.
According to the Finnish Limited Liability Companies' Act, a directed share
issue can only be without payment if the company, taking into account the best
interests of all of its shareholders, has a particularly weighty financial
reason for it.

The Board of Directors will 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 as treasury shares. The Board will
also have the right to issue shares for a non-cash consideration. The
subscription price and possible amount payable for the shares will be recorded
in the reserve for invested non-restricted equity.

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

The authorisation will be valid until 30 June 2023. The authorisation cancels
out the authorisation granted by the General Meeting of 12 April 2021 to the
Board of Directors to issue a total maximum of 40,000,000 new B shares or B
shares held by the company as treasury shares, which would have expired on 30
June 2022.

Donations for charitable purposes

The Board proposes that the General Meeting 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 2023, 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 the Shareholders’ Nomination
Committee are available on the company's website at www.kesko.fi/agm. The
financial statements documents and the Remuneration Report will be published as
a stock exchange release and made available to shareholders on the company's
website in week 10 at the latest.

Further information is available from Lasse Luukkainen, Group General Counsel,
tel. +358 105 322 818, and Hanna Jaakkola, Vice President, Investor Relations,
tel. +358 105 323 540.

Kesko Corporation

DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media
www.kesko.fi

Attachments: