Kesko Oyj — Proxy Solicitation & Information Statement 2025

Feb 5, 2025

Notice of Kesko Corporation's Annual General Meeting

Notice of Kesko Corporation's Annual General Meeting

Kesko Corporation's shareholders are invited to the company's Annual General
Meeting, to be held at K-Kampus in Helsinki, address Työpajankatu 12, on Monday,
24 March 2025, starting at 1.00 pm EET. Reception desks for those registered for
the meeting will open and voting tickets will be provided starting at 11.30 am
EET.

Shareholders may exercise their voting rights also by voting in advance.
Shareholders may submit questions, as referred to in Chapter 5, Section 25 of
the Finnish Limited Liability Companies Act, pertaining to matters to be
discussed at the meeting, also prior to the meeting in writing.

Shareholders can follow the General Meeting via livestream online. Shareholders
are, however, advised that it is not possible to ask questions or exercise the
right to vote via the online livestream, and that shareholders following the
meeting online are not considered to be participating in the General Meeting.

Instructions on advance voting, submitting questions in writing, and following
the meeting online can be found in section C “Instructions for meeting
participants” of this Notice.

The General Meeting documents and information regarding the meeting are
available on the company's website
at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/).

A. Items on the agenda of the General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
   of votes

4. Recording the legality of the meeting

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

6. Review by the President and CEO

7. Presentation of the 2024 financial statements, the Report by the Board of
   Directors, and the Auditor's Report

8. 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
   distribution of dividends

The Board proposes that a dividend of €0.90 per share be distributed for the
year 2024 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 €0.23 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 26 March 2025. The Board proposes that the
dividend instalment pay date be 2 April 2025.
· The second instalment of €0.22 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 15 July 2025. The Board proposes that the
dividend instalment pay date be 22 July 2025.
· The third instalment of €0.23 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 14 October 2025. The Board proposes that the
dividend instalment pay date be 21 October 2025.
· The fourth instalment of €0.22 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 January 2026. The Board proposes that the
dividend instalment pay date be 20 January 2026.

The Board proposes that 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, or if the payment of dividends is prevented by laws or
regulations applied.

As at the date of the proposal for the distribution of profit, 4 February 2025,
a total of 397,956,408 shares were held outside the company, and the
corresponding total amount of dividends is €358,160,767.20.

The distributable assets of Kesko Corporation total €1,539,047,794.71, of which
profit for the financial year is €357,128,787.22.

1. Resolution on discharging the Board members and the Managing Director from
   liability for the financial year 1 Jan. - 31 Dec. 2024

2. Reviewing the Remuneration Report for Governing Bodies

The Board proposes that the General Meeting approve the 2024 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 (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/) on
3 March 2025 at the latest.

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

The Shareholders' Nomination Committee proposes that the annual fees for Board
members be raised by approximately 10-14%, and that other remuneration for Board
members and the reimbursement of their expenses remain unchanged.

The proposal regarding the remuneration of Board members and the reimbursement
of their expenses in 2025-2026 is as follows:

· Board Chair, an annual fee of €120,000 (2024: €107,000);
· Board Deputy Chair, an annual fee of €75,000 (2024: €66,000);
· Board member, an annual fee of €55,000 (2024: €50,000);
· Board member who is the Chair of the Audit Committee, an annual fee of
€75,000 (2024: €66,000);
· 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 is to be paid 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 aforementioned annual fees be paid in Kesko
Corporation's B shares and in cash, with approximately 30% of the remuneration
paid in shares and the remaining amount paid in cash. The company will acquire
the shares from the market 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 2025,
or on the first date enabled by applicable legislation. 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 Board of Directors for the one-year term of office determined in Kesko's
Articles of Association, starting at the close of the 2025 Annual General
Meeting and ending at the close of the 2026 Annual General Meeting. However, if
any of the proposed members become unavailable prior to the General Meeting, the
maximum number of elected Board members shall be the number of members
available.

1. Election of the Board members

The Shareholders' Nomination Committee proposes that the following persons be
elected as Board members for the one-year term of office determined in Kesko's
Articles of Association, starting at the close of the 2025 Annual General
Meeting and ending at the close of the 2026 Annual General Meeting. The
following persons are proposed to be re-elected as Board members: retailer Esa
Kiiskinen, business college graduate, kauppaneuvos; Jannica Fagerholm, M.Sc.
Economics; retailer Pauli Jaakola, EMBA; Piia Karhu, Doctor of Science,
Economics and Business Administration; retailer Jussi Perälä, business college
graduate; and Timo Ritakallio, Doctor of Science (Technology), LL.M., MBA. Tiina
Alahuhta-Kasko, D.Sc. (Tech.) h.c., M.Sc. (Econ), CEMS MIM, is proposed to be
elected as a new member of the Board.

Of the current Board members, Peter Fagernäs has stated he is not available for
re-election.

The resumés and independence assessments of all proposed Board members are
available on the company's website
at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/).
All the persons proposed have consented to being elected as Board members.

With regard to the election procedure for the members of the Board of Directors,
the Shareholders' Nomination Committee recommends that shareholders take a
position on the proposal as a whole at the General Meeting. This recommendation
is based on the fact that Kesko has a Shareholders' Nomination Committee
established by a resolution of the General Meeting, compliant with the Finnish
Corporate Governance Code and good corporate governance. The Shareholders'
Nomination Committee, in addition to ensuring that individual nominees for Board
membership are competent, is also responsible for ensuring that the proposed
Board of Directors as a collective has the best possible expertise and
experience for the company, and that the composition of the proposed Board of
Directors meets the requirements for Board diversity and other requirements of
the law and the Finnish Corporate Governance Code for listed companies.

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 their
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
re-elected as the company's Auditor for a term that continues until the close of
the next Annual General Meeting. Should Deloitte Oy be elected as the company's
Auditor, the firm has announced that APA Jukka Vattulainen will continue as the
auditor with principal responsibility.
The Audit Committee recommendation is free from influence by a third party, and
no clause the kind referred to in Article 16 (6) of the EU Audit Regulation,
restricting the decision-making by the General Meeting regarding the election of
auditor, has been imposed upon it.

1. Resolution on the Authorised Sustainability Auditor's fee

The Board proposes to the General Meeting, at the recommendation of the Board's
Audit Committee, that the Authorised Sustainability Auditor's remuneration and
the reimbursements of their expenses be paid according to an invoice approved by
the company.

1. Election of the Authorised Sustainability Auditor

The Board proposes to the General Meeting, at the recommendation of the Board's
Audit Committee, that the Sustainability Audit Firm Deloitte Oy be elected as
the company's Authorised Sustainability Auditor for a term that continues until
the close of the next Annual General Meeting. Should Deloitte Oy be elected as
the Authorised Sustainability Auditor, the firm has announced that APA, ASA
Jukka Vattulainen would act as the Principal Authorised Sustainability Auditor.

1. Authorising the Board of Directors to decide on the repurchase of the
   company's shares

The Board proposes that the General Meeting authorise the Board to decide on the
repurchase of the company's own B 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 shares. This number of shares is
equivalent to approximately 4.0 percent of all shares in the company. Based on
the authorisation, shares may also be repurchased not in proportion to the
shareholdings of shareholders (directed repurchase). The shares may be purchased
in one or more lots. Shares may be purchased at the price quoted in public
trading on the date of acquisition. Shares may also be purchased outside public
trading for a price that at maximum corresponds to the market price quoted in
public trading at the time of acquisition. Based on the authorisation, the Board
may decide to repurchase shares using only the company's non-restricted equity.

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, to implement
the company's commitment and incentive schemes, or to be kept by the company,
otherwise transferred, or cancelled.

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

The authorisation will be in force until 30 June 2026. The authorisation cancels
out the authorisation granted by the General Meeting of 26 March 2024 to the
Board of Directors to repurchase a maximum of 16,000,000 of the company's own B
series shares, which would have expired on 30 June 2025.

1. 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 shall be authorised to make one or more
decisions on the issuance of shares, provided that the number of shares thereby
issued totals a maximum of 33,000,000 B shares. This number of shares is
equivalent to approximately 8.2 percent of all shares in the company.

The 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. Shares can also be issued in a directed issue,
departing from the shareholder's pre-emptive right, for a weighty financial
reason of the company, such as using the shares to develop the company's capital
structure, to finance possible acquisitions, capital expenditure and/or other
arrangements within the scope of the company's business operations, or to
implement the company's commitment and incentive schemes. For the latter
purpose, however, the maximum number of shares that can be issued is 800,000
shares. This number of shares is equivalent to approximately 0.2 percent of all
shares in the company.

New shares can only be issued against payment. Own 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 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
shares held by the company. 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 is valid until 30 June 2026. It cancels out the authorisation
granted by the General Meeting of 26 March 2024 to the Board of Directors to
issue a total maximum of 33,000,000 new B shares or B shares held by the company
as treasury shares, which would have expired on 30 June 2025.

1. Authorising the Board of Directors to decide on 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 2026, 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 abovementioned resolution proposals on the General Meeting agenda and this
Notice of General Meeting are available on Kesko Corporation's website
at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/).
Kesko Corporation's financial statements, Report by the Board of Directors,
Auditor's report, Assurance Report on the Sustainability Statement, and the
Remuneration Report will be made available on the website on 3 March 2025 at the
latest. The resolution proposals and other abovementioned documents will also be
made available at the General Meeting, but for environmental reasons, only the
agenda will be available to meeting participants as a paper copy. The minutes of
the Annual General Meeting will be made available on the aforementioned website
on 7 April 2025 at the latest.

C. Instructions for meeting participants

1. Shareholders in the company's register of shareholders

Shareholders have the right to attend the General Meeting if they are registered
in the company's register of shareholders kept by Euroclear Finland Ltd on the
record date of the General Meeting 12 March 2025. Shareholders whose shares are
registered on their personal Finnish book-entry account are registered in
Kesko's register of shareholders.

Registration for the General Meeting begins on 5 February 2025. A shareholder in
the register of shareholders wishing to participate in the General Meeting must
register for the meeting by 17 March 2025 by 4.00 pm EET at the latest, by which
time the registration will have to have been received by the company. Meeting
registrations can be made:

a. online at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting
-2024/) following the instructions provided there
b. by sending an email to keskoagm@kesko.fi, or
c. by calling +358 105 323 211 (from Monday to Friday between 9 am and 4 pm).

The registration must include the requested information such as the
shareholder's name, date of birth/personal ID/business ID, address and telephone
number and a possible assistant's name or proxy representative's name and
personal ID. The personal data will only be used in connection with the General
Meeting and when processing related necessary registrations.

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 General Meeting record date 12 March 2025. Attendance also requires
that the shareholder be temporarily registered in the company's register of
shareholders kept by Euroclear Finland Ltd by virtue of this shareholding by 19
March 2025 at 10.00 am EET at the latest. With respect to nominee-registered
shares, this constitutes as registration for the General Meeting.

Holders of nominee-registered shares are advised to request instructions for
registering in the temporary register of shareholders, submitting their proxy
documents and voting instructions, participating in the General Meeting, and
advance voting from their custodian well in advance. The account operator of the
custodian shall request a holder of a nominee-registered share wishing to
participate in the Annual General Meeting to be temporarily registered in the
company's register of shareholders by the aforementioned deadline at the latest,
and, if necessary, arrange advance voting on behalf of the holder of nominee
-registered shares before the end of the registration period for holders of
nominee-registered shares. Additional information can be found on the company's
website at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/).

1. Proxy representatives and proxy documents

Shareholders can participate in the General Meeting and exercise their rights
thereat by way of proxy representation. A proxy representative of a shareholder
may also choose to vote in advance in the manner described in this Notice. A
proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder at the
General Meeting.

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.

Possible proxy documents are to be delivered by email to keskoagm@kesko.fi or by
mail to Kesko Corporation/Group Legal Affairs, PO Box 1, FI-00016 Kesko, before
the end of the registration period. In addition to providing proxy documents,
the shareholder or the proxy representative must register for the General
Meeting as detailed in this Notice.

Natural persons may authorise a proxy representative in connection with their
electronic registration on the company's website.

Shareholders who are legal persons can also use the electronic Suomi.fi
authorisation service instead of a traditional proxy document. In such cases,
the legal person authorises a proxy that they nominate in the Suomi.fi
authorisation service at www.suomi.fi/e-authorizations using the mandate theme
“Representation at the General Meeting”. At the service, the authorised person
must identify themselves using strong electronic identification in connection
with their registration, after which the electronic authorisation will be
checked automatically. Strong electronic identification can be done using online
banking codes or Mobile ID. More information is available on the
website www.suomi.fi/e-authorizations.

1. Advance voting

Shareholders may vote in advance on certain General Meeting agenda items
following the instructions detailed below.

Shareholders registered in the company's register of shareholders

Shareholders with a Finnish book-entry account may vote in advance from 5
February 2025 to 17 March 2025 until 4 pm EET on the company's website
at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/).

Holders of nominee-registered shares

For holders of nominee-registered shares, advance voting takes place through the
account operator. The account operator may vote in advance on behalf of the
holders of nominee-registered shares it represents based on the voting
instructions provided by the shareholders during the registration period set for
holders of nominee-registered shares.

Other matters related to advance voting

Shareholders who have voted in advance cannot request a vote at the General
Meeting or vote on a potential counterproposal unless such shareholders or their
proxy representatives attend the General Meeting at the meeting venue. More
information on shareholders' right to request information pursuant to the
Finnish Limited Liability Companies Act is available in section C.5 of this
Notice.

A proposal for a resolution subject to advance voting shall be deemed to have
been presented unchanged at the General Meeting.

If voting is not carried out for an agenda item, the number of votes opposing
each agenda item and abstaining from voting based on advance voting and voting
instructions provided by holders of nominee-registered shares shall be recorded
in the meeting minutes. To the extent opposing votes have been cast in advance
voting and in voting instructions provided by holders of nominee-registered
shares without presenting a counterproposal in items which cannot be effectively
opposed without a counterproposal (counterproposals cannot be presented via
advance voting), such votes will not technically be considered as opposing votes
in a potential vote and will not be recorded in the relevant minutes.

Voting instructions for all shareholders are available on the company's website
at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/).
Additional information regarding the General Meeting can also be obtained by
phone, tel. +358 105 323 211 (Mon-Fri 9 am - 4 pm EET).

1. Other instructions/information

The General Meeting is conducted in Finnish. The review by the President and CEO
will be made available after the General Meeting on the company's website
at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/) in
Finnish and interpreted in English.

Right to request information. Pursuant to Chapter 5, Section 25 of the Finnish
Limited Liability Companies Act, a shareholder who is present at the General
Meeting has the right to request information pertaining to matters to be
discussed at the General Meeting. Shareholders who have the right to participate
in the General Meeting, as set out in sections C.1 and C.2, and who have
registered for the General Meeting, may also submit questions pursuant to
Chapter 5, Section 25 of the Limited Liability Companies Act pertaining to
matters to be discussed at the General Meeting until 17 March 2025 by 4.00 pm
EET by sending the questions by e-mail to keskoagm@kesko.fi. The company's
management shall respond to such questions submitted in advance in writing
either at the General Meeting or prior to the meeting on the company's website
at www.kesko.fi/agm (https://www.kesko.fi/en/investor/corporate
-governance/general-meeting/previous-general-meetings/general-meeting-2024/).
When submitting a question, the shareholder must provide sufficient proof of
their shareholding, if requested.

Following the event online. Registration and other instructions related to
following the event online are available on Kesko's website
at www.kesko.fi/agm (http://www.kesko.fi/agm.%20yhtiokokous).

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.

As at the date of this Notice, 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. Thus the combined number of shares is 400,079,008
and the total number of votes attached is 1,542,611,260. Each A series share
carries ten votes and each B series share carries one vote at the General
Meeting.

The shareholder, their representative or their proxy representative must be able
to provide proof of identity and/or their right to represent the shareholder at
the meeting venue if necessary.

The meeting venue is easily accessible by public transportation. Shareholders
are kindly asked to note that parking in the vicinity of the meeting venue is
subject to a charge.

Helsinki, 4 February 2025

KESKO CORPORATION
BOARD OF DIRECTORS

Further information is available from Lasse Luukkainen, EVP, Legal and
Sustainability, tel. +358 105 322 818.

Kesko Corporation

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

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