Kesko Oyj - Decisions of general meeting

Resolutions of Kesko Corporation's Annual General Meeting

The Annual General Meeting of Kesko Corporation today adopted the 2024 financial
statements, and resolved to distribute a dividend of €0.90 per share. The Annual
General Meeting discharged the Board members and the Managing Directors from
liability, approved the Remuneration Report for Governing Bodies, made
resolutions concerning the remuneration, number and election of Board members,
elected the firm of authorised public accountants and Sustainability Audit Firm
Deloitte Oy as the company's Auditor and Authorised Sustainability Auditor, and
authorised the Board to decide on the repurchase of the company's own shares and
the issuance of shares, as well as on donations for charitable purposes.

The Annual General Meeting was in favour of all proposals submitted to the
General Meeting by the Shareholders' Nomination Committee and the Board of
Directors.

Adoption of the financial statements

The Annual General Meeting adopted the company's 2024 financial statements.

Use of the profit shown on the balance sheet and resolution on the distribution
of dividends

The Annual General Meeting resolved to distribute, based on the adopted balance
sheet for 2024, a dividend of €0.90 per share on shares held outside the company
at the date of dividend distribution. The remaining distributable assets will
remain in equity. The dividend will 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 dividend instalment pay
date is 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 dividend instalment pay
date is 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 dividend instalment pay
date is 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 dividend instalment pay
date is 20 January 2026.

The Board was 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.

Discharge from liability

The Annual General Meeting discharged the Board members and the Managing
Directors from liability for the financial year 1 January - 31 December 2024.

Remuneration Report for Governing Bodies

The Annual General Meeting approved Kesko's Remuneration Report for Governing
Bodies for 2024. The resolution concerning the Remuneration Report is advisory
in nature.

Board members' remuneration and the basis for reimbursement of their expenses

The Annual General Meeting resolved to raise the annual fees of Board members by
approximately 10-14 percent and to keep other remuneration of Board members and
the reimbursement of their expenses unchanged. The remuneration of Board members
and the reimbursement of their expenses in the 2025-2026 term of office is as
follows:

  · Board Chair, an annual fee of €120,000;
  · Board Deputy Chair, an annual fee of €75,000;
  · Board member, an annual fee of €55,000;
  · Board member who is the Chair of the Audit Committee, an annual fee of
€75,000;
  · 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.

The aforementioned annual fees are to 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.

The number of Board members

The Annual General Meeting resolved to elect seven members 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.

Board members

The Annual General Meeting re-elected the following persons 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. The Annual General Meeting elected Tiina Alahuhta-Kasko, D.Sc. (Tech.)
h.c., M.Sc. (Econ), CEMS MIM, as a new member of the Board. The term of office
for the Board members is one year, as determined in Kesko's Articles of
Association.

Auditor

The Annual General Meeting re-elected the firm of authorised public accountants
Deloitte Oy as the company's Auditor, for a term that continues until the close
of the next Annual General Meeting. APA Jukka Vattulainen will continue as the
auditor with principal responsibility. The Annual General Meeting resolved that
the Auditor's remuneration and the reimbursement of their expenses will be paid
according to an invoice approved by the company.

Authorised Sustainability Auditor

The Annual General Meeting re-elected the Sustainability Audit Firm Deloitte Oy
as its Authorised Sustainability Auditor for a term that continues until the
close of the next Annual General Meeting. APA, ASA Jukka Vattulainen will
continue as the Principal Authorised Sustainability Auditor. The General Meeting
resolved that the Authorised Sustainability Auditor's remuneration and the
reimbursement of their expenses will be paid according to an invoice approved by
the company.

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

The Annual General Meeting resolved to 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.

Authorising the Board of Directors to decide on a share issue

The Annual General Meeting resolved to 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.

Authorising the Board of Directors to decide on donations for charitable
purposes

The Annual General Meeting resolved 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.

General Meeting minutes

The minutes of the Annual General Meeting will be made available on Kesko's
website at www.kesko.fi/agm by 7 April 2025 at the latest.

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

Kesko Corporation

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

Attachments:

03244927.pdf