Decisions made by Kesko Corporation's Annual General Meeting

Kesko Corporation’s Annual General Meeting today adopted the income statement and balance sheet and the consolidated income statement and balance sheet for 2004 and discharged the Board of Directors’ members and the Managing Director from their responsibilities. The Annual General Meeting also decided to distribute EUR 1.00 per share as dividends, as proposed by the Board of Directors, and to approve the Board of Directors' proposal for the amendment of the terms and conditions of the year 2000 stock option scheme. A total of 471 shareholders attended the Annual General Meeting.

The Annual General Meeting handled the matters that fall under its authority according to article 12 of Kesko Corporation's Articles of Association, andthe Board of Directors' proposal for the amendment of the terms and conditions of the year 2000 stock option scheme.

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 2004.

Distribution of profit
As proposed by the Board of Directors, the Annual General Meeting decided to pay a dividend of EUR 1.00 per share for Kesko Corporation’s shares, or a total amount of EUR 95,168,792.00. The record date is 4 April 2005 and the dividends are payable from 11 April 2005.

Dividends are paid to shareholders included in the register of Kesko Corporation’s shareholders kept by the Finnish Central Securities Depository Ltd on the record date of 4 April 2005. Because the registration practice takes three banking days, the dividends are paid to those who hold the shares at the end of 30 March 2005, 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 300,000.00 were reserved for charitable donations at the discretion of the Board of Directors. EUR 553,995,466.70 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 2004.

Board of Directors

The number of Board members was confirmed to be seven (7) and retailer Kari Salminen was elected as Board member for the remaining term.

The year 2003 Annual General Meeting electing the Board members confirmed their number to be eight (8) and elected eight Board members for the company. Board member, Kesko's then President and CEO Matti Honkala resigned from the Board as he retired on 1 March 2005. In addition, Board member Jukka Toivakka resigned from the Board at the Annual General Meeting. The other Board members elected in 2003, retailer Pentti Kalliala, Rector of the Helsinki School of Economics Eero Kasanen, Matti Kavetvuo, Sampo plc's Executive Vice President Maarit Näkyvä, Finnair Oyj's President and CEO Keijo Suila and retailer Heikki Takamäki, continue as Board members.

The terms of office of all seven company Board members in accordance with the Articles of Association will expire at the close of the Annual General Meeting of 2006.

The Annual General Meeting decided that Board members' fees remain as they are. In addition, the Annual General Meeting decided that the members of the Board of Directors' 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:

In addition, the members of the Board of Directors and its committees are paid daily allowances and compensation for travelling expenses in accordance with Kesko's general travel rules.

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

2. The Board of Directors' proposal for the amendment of the terms and conditions of the year 2000 stock option scheme

The Annual General Meeting approved the Board's proposal to amend item 3.5 'Shareholder rights' of the terms and conditions of the year 2000 stock option scheme for Kesko's top and middle management approved by the Annual General Meeting on 10 April 2000, so that the dividend rights and other shareholder rights of shares subscribed for with stock options commence when the increase in share capital has been entered in the Trade Register.

Dividend impact on Kesko Corporation's stock option schemes
The dividend decided by the Annual General Meeting reduces the prices of shares subscribed for with the B and C stock options of Kesko Corporation's year 2000 stock option scheme and with the D and E stock options of the year 2003 scheme in accordance with the terms and conditions of the schemes.

As from 4 April 2005, record date for the payment of dividends, the prices of B shares subscribed for with the above stock options are as follows:

The dividend will have no impact on the price of shares subscribed for with F stock options included in the year 2003 stock option scheme because the period for the determination of their subscription price does not begin until April 2005.

As a result of the amendment of the terms and conditions of the year 2000 stock option scheme, it is always possible to apply for listing new Kesko Corporation B shares subscribed for with B or C stock options together with old B shares.

Further information is available from Juhani Järvi, Corporate Executive Vice President, Deputy to President and CEO, telephone +358 1053 22209.

KESKO CORPORATION
Corporate Communications

Erkki Heikkinen
Senior Vice President

DISTRIBUTION
Helsinki Stock Exchange
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