Kesko Oyj - Other information disclosed according to the rules of the Exchange

Proposals of the Shareholders' Nomination Committee to Kesko's 2025 Annual General Meeting

The Shareholders' Nomination Committee of Kesko Corporation submits the
following proposals to Kesko's 2025 Annual General Meeting, planned to be held
on 24 March 2025. The proposals will also be included in the Notice of General
Meeting, to be published at a later date.

The number of Board members and Board composition
The Shareholders' Nomination Committee submits the following proposals regarding
the number of Board members and Board composition for the one-year term of
office determined in Kesko's Articles of Association, which will begin at the
close of the 2025 Annual General Meeting and end at the close of the 2026 Annual
General Meeting.

The Nomination Committee proposes that seven members be elected to the Board of
Directors; however, if any of the proposed members becomes unavailable prior to
the General Meeting, the maximum number of elected Board members shall be the
number of members available.

The Nomination Committee proposes that the following persons be re-elected as
Board members:


  · Esa Kiiskinen, retailer, business college graduate, kauppaneuvos
  · Jannica Fagerholm, M.Sc. Economics
  · Pauli Jaakola, retailer, EMBA
  · Piia Karhu, Doctor of Science, Economics and Business Administration
  · Jussi Perälä, retailer, business college graduate
  · Timo Ritakallio, Doctor of Science (Technology), LL.M., MBA

The Shareholders' Nomination Committee proposes that Tiina Alahuhta-Kasko (born
1981), D.Sc. (Tech.) h.c., M.Sc. (Econ), CEMS MIM, be elected as a new member of
Kesko's Board. Alahuhta-Kasko is the President and CEO of Marimekko Corporation.
She is a member of Finnair Plc's Board of Directors and its People and
Remuneration Committee, a member of the Foundation Board of IMD (International
Institute for Management Development), a member of the Board of Aalto
University, and a member of the Board of Climate Leadership Coalition. Alahuhta
-Kasko does not hold shares in Kesko (as at 14 January 2025).

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

The proposed Board members meet the independence requirements of the Finnish
Corporate Governance Code for listed companies. A majority of the proposed Board
members are independent of Kesko. Kiiskinen, Jaakola and Perälä are not
considered independent of the company, as they each control a company that has a
chain agreement with Kesko. All the proposed Board members apart from Jaakola
are considered independent of Kesko's significant shareholders. Jaakola is the
Chairman of the Board of K-Retailers' Association, a significant Kesko
shareholder.

Information material to Board work relating to the proposed members as well as
assessments regarding their independence are available on Kesko's website at
www.kesko.fi/agm. All the persons proposed have consented to being elected as
Board members. The Board will elect the Board Chair, Deputy Chair, and Committee
members from amongst its members.

With regard to the selection 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 whole has the best possible expertise
and experience for the company, and that the composition of the Board of
Directors meets the requirements for Board diversity and other requirements of
the law and the Finnish Corporate Governance Code for listed companies.

Board members' fees
The Shareholders' Nomination Committee proposes to Kesko's 2025 Annual General
Meeting 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.

Composition of the Shareholders' Nomination Committee

The Shareholders' Nomination Committee was established based on a resolution by
Kesko's General Meeting. The duties of the Committee include preparing proposals
for Kesko's General Meeting regarding the members of the Board of Directors,
their number, and the remuneration of the Board and Committee members. The
Committee has three members: two members are appointed by Kesko's biggest
shareholders and the third member is the Chair of Kesko's Board of Directors.
The Committee members are Pauli Jaakola, retailer, appointed by K-Retailers'
Association, Jouko Pölönen, President and CEO, appointed by Ilmarinen Mutual
Pension Insurance Company, and Esa Kiiskinen, Chair of Kesko's Board of
Directors.

Further information is available from Pauli Jaakola, Chair of the Shareholders'
Nomination Committee, tel. +358 50 350 8283, Lasse Luukkainen, EVP, Legal and
Sustainability, 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 (https://www.kesko.fi/en/)

Attachments:

01142647.pdf