Kesko Oyj - Decisions of general meeting

Resolutions of Kesko Corporation's General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 13.04.2015 AT 16.15 1(2)

Resolutions of Kesko Corporation's General Meeting

Kesko Corporation's Annual General Meeting today adopted the financial
statements for 2014 and discharged the Board members and the Managing Director
from liability. The General Meeting resolved to distribute €1.50 per share as
dividends. The General Meeting resolved that the number of Board members is
seven and elected PricewaterhouseCoopers Oy as the company's auditor. In
addition, the General Meeting approved the Board's proposal for share issue
authorisation.

The General Meeting handled the business specified for the Annual General
Meeting in the Articles of Association, and the other matters listed below.

Resolutions of the General Meeting

Adoption of the financial statements
The General Meeting adopted Kesko Corporation's financial statements and the
consolidated financial statements for 2014.

Distribution of profit
The General Meeting resolved to distribute a dividend of €1.50 per share on
99,143,698 shares held outside the company at the date of dividend distribution,
or a total amount of €148,715,547.00. No dividend is paid on own shares held by
the company as treasury shares at the record date of dividend distribution. The
record date for dividend distribution is 15 April 2015 and the General Meeting
resolved that the dividend pay date is 22 April 2015.

Discharge from liability
The General Meeting discharged the Board members and the Managing Director from
liability for the financial year 2014.

Board of Directors
The General Meeting resolved that the number of Board members is seven (7). In
addition, the General Meeting resolved to leave the Board members' fees and the
basis for reimbursement of expenses unchanged. The fees and the basis for
reimbursement of expenses are as follows:

The Chair of the Board is paid an annual fee of €80,000, the Deputy Chair of the
Board €50,000 and a member of the Board €37,000. A meeting fee of €500 per
meeting is paid for a Board meeting and its Committee's meeting, with the
exception that the Chair of a Committee who is not the Chair or the Deputy Chair
of the Board is paid a fee of €1,000 per Committee meeting. Daily allowances are
paid and travel expenses are reimbursed to the Board members in accordance with
the general travel rules of Kesko.

The General Meeting resolved to elect retailer, Business College Graduate Esa
Kiiskinen, retailer, Master of Science in Economics Tomi Korpisaari, retailer,
Secondary School Graduate Toni Pokela, eMBA Mikael Aro (new member), Master of
Science in Economics Matti Kyytsönen (new member), Master of Science in
Economics Anu Nissinen (new member) and Master of Laws Kaarina Ståhlberg (new
member) as Board members for a three-year term expiring at the close of the
2018 Annual General Meeting in accordance with the Articles of Association.

Auditor
The General Meeting resolved that the auditor's fee is paid and expenses are
reimbursed according to invoice approved by the company. The General Meeting
elected the firm of auditors PricewaterhouseCoopers Oy, Authorised Public
Accountants, as the company's auditor. The auditor with principal responsibility
for the company is APA Mikko Nieminen.

Share issue authority
The General Meeting approved the Board's proposal that it be authorised to
decide on the issuance of a total maximum of 20,000,000 new B shares in a share
issue. The shares can be issued for payment to be subscribed by shareholders in
a directed issue in proportion to their existing holdings of the company shares
regardless of whether they hold A or B shares, or, deviating from the
shareholder's pre-emptive right, in a directed issue, if there is a weighty
financial reason for the company, such as using the shares to develop the
company's capital structure and financing possible acquisitions, capital
expenditure or other arrangements within the scope of the company's business
operations. The amount paid for the shares will be recognised in the reserve of
invested non-restricted equity.

The authorisation also includes the Board's authority to decide on the share
subscription price, the right to issue shares for non-cash consideration and the
right to make decisions on other matters concerning share issues. The authority
is valid until 30 June 2018 and it cancels the Board's authority granted by the
General Meeting of 16 April 2012 to issue a total maximum of 20,000,000 new B
shares, which the Board has not used. The approved authority does not cancel the
Board's authority granted by the Annual General Meeting of 8 April 2013 to issue
a total maximum of 1,000,000 own B shares held by the company as treasury
shares, which will be valid until 30 June 2017.

Donations for charitable purposes
The General Meeting approved the Board's proposal that it be authorised 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 2016, and
to decide on the donation recipients, purposes of use and other terms of the
donations.

The proposals to the General Meeting were published in stock exchange releases
on 10 February 2015. The notice of General Meeting was also published in a stock
exchange release on 23 February 2015.

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

Kesko Corporation


Harri Utoslahti
Communications Manager

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

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