Kesko Oyj - Decisions of general meeting

Resolutions of Kesko Corporation's Annual General Meeting

The Annual General Meeting of Kesko Corporation today adopted the 2023 financial
statements, and resolved to distribute a dividend of €1.02 per share. The Annual
General Meeting discharged the Board members and the Managing Director from
liability, approved the Remuneration Report for Governing Bodies and the
Remuneration Policy, 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, resolved to amend the company's Articles of Association,
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 2023 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 2023, a dividend of €1.02 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 €0.26 per share: record date 28 March 2024, pay date
9 April 2024
  · The second instalment of €0.25 per share: record date 16 July 2024, pay date
23 July 2024
  · The third instalment of €0.26 per share: record date 15 October 2024, pay
date 22 October 2024
  · The fourth instalment of €0.25 per share: record date 14 January 2025, pay
date 21 January 2025.

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.

Discharge from liability

The Annual General Meeting discharged the Board members and the Managing
Director from liability for the financial year 1 January - 31 December 2023.

Remuneration Report for Governing Bodies

The Annual General Meeting approved Kesko's Remuneration Report for Governing
Bodies for 2023. The resolution concerning the Remuneration Report is advisory
in nature.

Remuneration Policy for Governing Bodies

The Annual General Meeting approved Kesko's Remuneration Policy for Governing
Bodies. The resolution concerning the Remuneration Policy 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 five (5) 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 term of office of 2024
-2025 is as follows:

  · Board Chair, an annual fee of €107,000
  · Board Deputy Chair, an annual fee of €66,000
  · Board member, an annual fee of €50,000
  · Board member who is the Chair of the Audit Committee, an annual fee of
€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.

The aforementioned annual fees will be made in Kesko Corporation's B shares and
in cash, with approximately 30% of the fees 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 2024, 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 2024 Annual General Meeting and ending
at the close of the 2025 Annual General Meeting.

Board members

The Annual General Meeting re-elected the following persons as Board members:
Esa Kiiskinen, retailer, business college graduate, kauppaneuvos; Peter
Fagernäs, Master of Laws; Jannica Fagerholm, M.Sc. Economics; 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 General Meeting elected retailer Pauli Jaakola, EMBA, 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 fee and the reimbursement of their expenses will be paid according
to an invoice approved by the company.

Authorised Sustainability Auditor

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

Amending Sections 4 and 10 to the Articles of Association, and adding a new
Section 7

The Annual General Meeting resolved to amend the company's Articles of
Association as proposed by the Board of Directors, that is, to remove the
unnecessary reference to a three-year term of office and update the reference to
a one-year term of office for Board members, and to add a new Section 7 to the
Articles of Association, concerning the authorised sustainability auditor, as
well as related updates.

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 four (4) 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 2025. The authorisation cancels
out the authorisation granted by the General Meeting of 30 March 2023 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 2024.

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 eight (8) 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.
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 2025. It cancels out the authorisation
granted by the General Meeting of 30 March 2023 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 2024.

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 2025, 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 9 April 2024 at the latest.

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

Kesko Corporation

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

Attachments:

03262578.pdf