Kesko Oyj - Company Announcement

Kesko Board's proposals to the Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 03.02.2016 AT 09.03 1(2)

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 4 April 2016 that the dividend payable for the year
2015 be €2.50 per share, that the Board of Directors be authorised to decide on
the acquisition of the Company's own B shares, and on the issue of own B shares
held by the Company in treasury. The Board's Audit Committee proposes that the
firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, be
elected as the auditor of the Company.

Kesko Corporation's shareholders are invited to attend the Annual General
Meeting to be held in Messukeskus Helsinki, Conference Centre, Messuaukio 1,
Helsinki, on Monday, 4 April 2016, starting at 13.00. In addition to the
business specified for the Annual General Meeting in Article 10 of the Articles
of Association, the following proposals of the Board of Directors and its Audit
Committee will be handled by the Meeting:

Distributions of profits

The Board of Directors proposes that a dividend of €2.50 per share be paid for
the year 2015 on the basis of the adopted balance sheet. The dividend would be
paid to shareholders registered in the Company's register of shareholders kept
by Euroclear Finland Ltd on the record date for the payment of dividend, 6 April
2016. No dividend is paid on own shares held by the Company as treasury shares
on the record date for the payment of dividend. The Board of Directors proposes
that the dividend pay date be 13 April 2016.

Authorisation to acquire own shares

The Board of Directors proposes that the General Meeting resolve to authorise
the Board of Directors to decide on the acquisition of a maximum of 1,000,000
own B shares of the Company.

Own shares would be acquired with the Company's unrestricted equity, not in
proportion to the shareholdings of shareholders, but at the market price quoted
in public trading organised by Nasdaq Helsinki Ltd ("the exchange") at the date
of acquisition. The shares would be acquired and paid in accordance with the
rules of the exchange. The acquisition of own shares reduces the amount of the
Company's distributable unrestricted equity.

The shares would be acquired 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.

The Board of Directors would make decisions concerning any other issues related
to the acquisition of own B shares. The authorisation would be valid until 30
September 2017.

Share issue authorisation

The Board of Directors proposes that it be authorised to make decisions
concerning the transfer of own B shares held by the Company in treasury.

By virtue of the authorisation, the Board of Directors would be authorised to
make decisions concerning the transfer of a maximum of 1,000,000 B shares.

Own B shares held by the Company in treasury could be issued for subscription by
shareholders in a directed issue in proportion to their existing holdings of the
Company shares, regardless of whether they own A or B shares.

Own B shares held by the Company in treasury could 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 or other arrangements within the scope of the Company's business
operations, and to implement the Company's commitment and incentive scheme.

Own B shares held by the Company in treasury could be transferred 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 amount possibly paid for the Company's own shares would be recorded in the
reserve of unrestricted equity.

The Board of Directors would make decisions concerning any other matters related
to share issues.

The authorisation would be valid until 30 June 2020, and it would cancel the
authorisation given to the Board of Directors by the General Meeting of 8 April
2013 to transfer a total maximum of 1,000,000 B shares. The authorisation
applied for would not cancel the authorisation given to the Board of Directors
by the Annual General Meeting of 13 April 2015 to issue a total maximum of
20,000,000 new B shares, valid until 30 June 2018.

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

The Board's Audit Committee proposes that the firm of auditors
PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the
Company's auditor. If the firm is elected as Kesko's auditor,
PricewaterhouseCoopers Oy has announced that APA Mikko Nieminen shall be the
auditor with principal responsibility. The Board's Audit Committee proposes that
the auditor's fee and expenses be reimbursed according to invoice approved by
the Company.

Donations for charitable purposes

The Board of Directors proposes that it be authorised to decide on the donations
in a total maximum of €300,000 for charitable or similar purposes until the
Annual General Meeting to be held in 2017 and to decide on the donation
recipients, purposes of use and other terms of the donations.

Available documents

The proposals of the Board of Directors and its Audit Committee are available on
the Company's website at www.kesko.fi/yhtiokokous. The financial statements
documents will be made available for shareholders on the Company's website on
week 10. Copies of the documents will be sent to shareholders on request. They
will also be available at the General Meeting.

Notice of General Meeting

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

Further information is available from Senior Vice President, Group General
Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.


Kesko Corporation



Merja Haverinen
Vice President, Group Communications


DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main news media
www.kesko.fi

[HUG#1983297]