Decisions made by Kesko Corporation’s Annual General Meeting

Kesko Corporation’s Annual General Meeting held today adopted the income statement and balance sheet and the consolidated income statement and balance sheet for 2003 and discharged the Board of Directors’ members and the Managing Director from their responsibilities. The Annual General Meeting also decided to distribute EUR 2.00 per share as dividends, as proposed by the Board of Directors. A total of 600 shareholders attended the Annual General Meeting.

The Annual General Meeting handled the matters that fall under its authority according to article 12 of the Articles of Association, and the proposal by shareholder Ritva Siipi to abandon the stock option schemes for Kesko’s management.

Decisions of the Annual General Meeting

1. Matters that fall under the authority of the Annual General Meeting according to article 12 of Kesko Corporation’s Articles of Association

Adoption of the financial statements
The Annual General Meeting adopted Kesko Corporation’s income statement and balance sheet and Kesko Group’s consolidated income statement and balance sheet for 2003.

Distribution of profit
As proposed by the Board of Directors, the Annual General Meeting decided to pay a dividend of EUR 2.00 per share for Kesko Corporation’s shares, or a total amount of EUR 182,249,600.00. The record date is 1 April 2004 and the dividends are payable from 8 April 2004.

Dividends are paid to shareholders entered in the register of Kesko Corporation’s shareholders kept by the Finnish Central Securities Depository Ltd on the record date of 1 April 2004. Because the registration practice takes three banking days, the dividends are paid to those who hold the shares at the end of 29 March 2004, the date of the Annual General Meeting. Dividends for shares traded on the date of the Annual General Meeting are paid to buyers.

According to the Board of Directors’ proposal for the distribution of profit, EUR 250,000.00 were reserved for charitable donations at the discretion of the Board of Directors. EUR 611, 660,759.40 were carried forward as retained earnings.

Discharge from responsibilities
The Annual General Meeting discharged those responsible – Kesko Corporation’s Board of Directors and the Managing Director - from their responsibilities for the financial year 2003.

Fees of the Board of Directors’ members
The Annual General Meeting decided that the fees of the Board of Directors’ members remain as they are. In addition, the Annual General Meeting decided that the members of possible committees are paid the same fee for a committee meeting as is paid for a Board of Directors’ meeting. The fees confirmed by the Annual General Meeting are:

Chairman: monthly fee EUR 3,800 and meeting fee EUR 420
Deputy Chairman: monthly fee EUR 2,400 and meeting fee EUR 420
Board member: monthly fee EUR 2,000 and meeting fee EUR 420.
Committee member: meeting fee EUR 420.
No fees are however paid to the Board member employed by the Corporation, that is, to President and CEO Matti Honkala.
The term of each of the eight members of the company’s current Board of Directors is three years in accordance with the Articles of Association. The term started on 31 March 2003 and will expire at the close of the Annual General Meeting of 2006.

Auditor
The one auditor elected for the company by the Annual General Meeting is Authorised Public Accountants PricewaterhouseCoopers Oy, with Pekka Nikula, B.Sc. (Econ.), APA, as the auditor with principal responsibility. The auditor’s fee is paid as per invoice.

2. The proposal by shareholder Ritva Siipi to abandon the stock option schemes for Kesko’s management

The Annual General Meeting voted down the proposal by shareholder Ritva Siipi to abandon the stock option schemes for Kesko’s management by 142 554 411 (99.58%) votes to 604 528 (0.42%).

Kesko Corporation’s Articles of Association, corporate governance statement and stock option schemes can be read on the company’s Internet pages at www.kesko.fi/investorinformation and in the company’s annual report for 2003.

The speech of retailer Heikki Takamäki, Chairman of Kesko Corporation’s Board of Directors, and the presentation of Matti Honkala, Kesko Corporation’s President and CEO, can be read at www.kesko.fi/materialservice.

Further information is available from Juhani Järvi, Corporate Executive Vice President, CFO, telephone +358 1053 22209.

Kesko Corporation
Corporate Communications

Erkki Heikkinen
Senior Vice President

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