Decisions of Kesko Corporation's Annual General Meeting

Kesko Corporation’s Annual General Meeting today adopted the financial statements for 2006 and discharged the Board of Directors’ members and the Managing Director from liability. The Annual General Meeting also decided to distribute €1.50 per share as dividends, as proposed by the Board of Directors. In addition, the Annual General Meeting approved the Board of Directors’ proposals to amend the Articles of Association, to authorise the Board to issue shares and to grant stock options. A total of some 717 shareholders attended the Annual General Meeting.

The Annual General Meeting handled the matters that fall under its authority and the other matters listed below.

Decisions of the Annual General Meeting

Adoption of financial statements
The Annual General Meeting adopted Kesko Corporation’s financial statements for 2006 which include consolidated financial statements.

Use of profit
In accordance with the Board of Directors' proposal, the Annual General Meeting decided to pay a dividend of €1.50 per share on Kesko Corporation’s shares, or a total amount of €146,314,669.50. The record date for dividend distribution is 29 March 2007 and the pay date is 5 April 2007.

The dividends shall be paid to shareholders registered in the Kesko Corporation’s register of shareholders kept by the Finnish Central Securities Depository Ltd on the record date for dividend distribution, 29 March 2007. Because the registration practice takes three banking days, the dividends shall be paid to those who hold the shares at the end of 26 March 2007, the date of the Annual General Meeting. Consequently, dividends on shares traded on the date of the Annual General Meeting shall be paid to buyers.

Further in accordance with the Board of Directors' proposal for profit distribution, €300,000.00 were reserved for charitable donations at the discretion of the Board of Directors. €736,663,528.42 were left in non-restricted equity.

Discharge from liability
The Annual General Meeting discharged the Board of Directors’ members and the Managing Director from liability for the financial year 2006.

Board of Directors
The Annual General Meeting decided to leave the number of Board members unchanged at seven (7).

The members of the Board of Directors elected by the Annual General Meeting of 27 March 2006 are retailer Pentti Kalliala, Ilpo Kokkila, Executive Vice President Maarit Näkyvä, Seppo Paatelainen, Keijo Suila, retailer Jukka Säilä and retailer Heikki Takamäki. The term of office of each Board member, in accordance with the Articles of Association, is three (3) years with the term starting at the close of the General Meeting electing the member and expiring at the close of the third (3^rd) Annual General Meeting after the election (in 2009).

The Annual General Meeting decided to leave the Board members' fees unchanged. The Board members’ fees confirmed by the Annual General Meeting are as follows:

Monthly fees:

Meeting fees:

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

Auditor
The 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 and compensation are paid as per invoice.

Board of Directors’ proposal to amend the Articles of Association
The Annual General Meeting approved as proposed the Board of Directors’ proposal to amend the Articles of Association. The company’s new Articles of Association are attached to this release (Appendix 1).

Board of Directors’ proposal to authorise the Board to issue shares
The Annual General Meeting approved the Board of Directors’ proposal to authorise the Board to issue shares as proposed. The share issuance authorisation approved for the Board is attached to this release (Appendix 2).

Board of Directors’ proposal to grant stock options
The Annual General Meeting approved the Board’s proposal to grant stock options as proposed. The terms and conditions of the stock option scheme are attached to this release (Appendix 3).

Shareholder’s proposal to amend the Articles of Association
The Annual General Meeting rejected the proposal of shareholder FIM Maltti Erikoissijoitusrahasto to add new subsections 3-7 to §4 of the Articles of Association in force before the Annual General Meeting.

Effect of the dividend on Kesko Corporation's option schemes
The dividend decided by the Annual General Meeting reduces the subscription prices of shares subscribed for with the 2003D, 2003E and 2003F stock options of Kesko Corporation’s year 2003 scheme in accordance with the terms and conditions of the scheme.

As from 29 March 2007, the record date for the payment of dividends, the prices of new B shares subscribed for with the above stock options shall be as follows:

The Board of Directors’ proposals to the Annual General Meeting were published in a stock exchange release on 6 February 2007. The notice of the Annual General Meeting was also published in a stock exchange release on 27 February 2007.

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

Kesko Corporation

Harri Utoslahti
Communications Manager

DISTRIBUTION
Helsinki Stock Exchange
Main news media

APPENDICES

Appendix 1 (Translation)

KESKO CORPORATIONS' ARTICLES OF ASSOCIATION

§1
Company name and domicile

The company name is Kesko Oyj, which is Kesko Abp in Swedish, Kesko Corporation in English and Kesko AG in German.

The company domicile is Helsinki.

§2
Line of business

The company acts as the parent company of the Kesko Group and conducts the operations specified later both by itself and through subsidiaries and joint ventures.

The company carries on wholesale trade in consumer goods and capital goods. The company has consumer goods and other products made for it, and acts as an intermediary for raw materials, machines and equipment. The company also engages in distribution, forwarding, department store trade and other retail trade and restaurant business.

The company provides services which support entrepreneurial-based retail trade in particular. The company develops business and co-operation concepts for the retail trade, arranges the building of business premises and information management systems and sells and leases them, and acts as an intermediary for the products and services needed in retail trading.

The company engages in real estate and securities investment, as well as other investment activity. The company can also carry out other operations related to the business operations specified in this section.

§3
Shares

The company has A shares and B shares. Concerning A shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), while concerning B shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), provided that the total number of shares is at minimum two (2) and at maximum four hundred million (400,000,000).

Each A share entitles the holder to ten (10) votes and each B share to one (1) vote.

The company's shares are included in the book-entry securities system.

§4
Board of Directors

The company has a Board of Directors, which is responsible for company management and the appropriate organisation of operations.

The Board of Directors is formed of at least five (5) but no more than eight (8) members.

The term of the Board of Directors' members is three (3) years so that the term begins at the close of the General Meeting electing the members and expires at the close of the third (3^rd) subsequent Annual General Meeting.

The Board of Directors elects a Chairman from among its members.

The Board of Directors meets at the Chairman's request. The Board has a quorum when more than a half (1/2) of its members are present. If the votes are evenly divided, the opinion with which the Chairman agrees shall become the decision.

§5
Managing Director

The company has a Managing Director who is the Chief Executive Officer.

§6
Auditor

The company has one (1) auditor who shall be a firm of auditors authorised by the Central Chamber of Commerce.

The term of the auditor is the company's financial period and the auditor's duties terminate at the close of the Annual General Meeting following the election.

§7
Right of representation

The members of the Board of Directors, and the persons authorised by the Board of Directors, are entitled to sign for the company, always two (2) jointly.

§8
Financial period

The company's financial period is the calendar year.

§9
Notice of meeting

An invitation to a General Meeting shall be given to shareholders by means of an announcement which shall be published in at least two (2) national newspapers. The announcement shall be published at the earliest two (2) months and at the latest one (1) week before the date referred to in § 2.2 of chapter 4 of the Finnish Companies Act.

To have the right to attend a General Meeting, shareholders shall register with the company not later than on the date stated in the announcement of the meeting, which date may not be earlier than ten (10) days prior to the meeting.

§10
Annual General Meeting

The Annual General Meeting shall be held by the end of June each year. The following matters shall be on the agenda of the meeting:

Presentation of:

1.             the financial statements including the consolidated financial statements, and the annual report

2.             the audit report;

Decisions on:

3.             the adoption of the financial statements;

4.             the use of the profit shown in the balance sheet;

5.             the discharge from liability of the members of the Board of Directors and the Managing Director;

6.             the fees and the basis for the reimbursement of expenses to the members of the Board of Directors and the auditors;

7.             the number of the Board of Directors' members;

Election of:

8.             the members of Board of Directors when needed and

9.             the auditor.

Appendix 2 (Translation)

THE BOARD OF DIRECTORS' SHARE ISSUE AUTHORISATION

The maximum number of shares issued

By virtue of authorisation, the Board of Directors is authorised to decide about the issuance of up to 20,000,000 new B shares. The shares will not have a nominal value.

Issue for consideration

New B shares can only be issued against payment ("Issue for consideration").

Subscription right and directed issue

The new shares can be issued:

·         to the company's existing shareholders in proportion to their existing shareholdings regardless of whether they consist of A or B shares; or,

·         in a directed issue deviating from shareholders' pre-emptive rights in order for the issued shares to be used as consideration in possible company acquisitions, other company business arrangements, or to finance investments.

The company must have a weighty financial reason for deviating from pre-emptive rights.

Subscription price and its recognition in the balance sheet

The Board of Directors decides about the subscription price of the issued shares.

The Board of Directors also has the authority to issue shares against non-cash consideration.

The subscription price is recognised in the reserve of invested non-restricted equity.

Validity of authorisation

The share issue authorisation will be valid for two (2) years after the decision by the General Meeting.

Other terms

The Board of Directors shall make decisions concerning any other matters relating to share issues.

Appendix 3

KESKO CORPORATION'S STOCK OPTION SCHEME 2007 TERMS AND CONDITIONS

I STOCK OPTION TERMS AND CONDITIONS

1. Number of stock options

Kesko Corporation ("the Company") shall grant a maximum of 3,000,000 options which entitle to subscribe for a maximum number of 3,000,000 new Company B shares in aggregate.

2. Stock options

1. Of the stock options 1,000,000 shall be marked with the symbol 2007A, 1,000,000 with the symbol 2007B and 1,000,000 with the symbol 2007C.

2. The stock options shall be issued in the book-entry securities system.

3. Granting stock options

1. As decided by the Board of Directors, the stock options shall be granted for no consideration to the management of the Company and the other Group companies ("Kesko"), and to the rest of the key Kesko personnel ("Option recipients").

2. To Sincera Oy ("Sincera"), a wholly owned subsidiary of the Company, shall be granted those options which, by virtue of the Board of Directors' decision, shall not be granted to the Option recipients. The Company's Board of Directors shall decide about granting options first granted to Sincera, or options returned to it, to Option recipients employed by Kesko or to be hired by Kesko.

3. At the issuing stage, all 2007B and 2007C options, and those of 2007A options not granted to Option recipients, shall be granted to Sincera.

4. The Company shall notify Option recipients about their eligibility in writing. Options shall be granted as soon as the Option recipient has accepted the offer made by the Company.

5. Since the options are intended to be part of Kesko's share-based incentive system, the Company has a statutory weighty financial reason for granting options.

4. Transferability of options and obligation to offer options

1. The options for which the share subscription period specified at Section II.2 has not begun must not be transferred to a third party or pledged. The stock options are freely transferable after the relevant share subscription period has begun. In case an Option recipient transfers his or her stock options, he or she is obliged to inform the Company without delay about the transfer in writing. The above notwithstanding, the Board of Directors may accept the transfer of stock options even prior to such date.

2. If an Option recipient ceases to be employed by the Kesko Group, for any reason other than his or her death, he or she must without delay offer, with no consideration, to the Company or to a party ordered by the Company, those stock options which were not exercisable by virtue of Section II.2 on the last day of his or her employment. However, the Board of Directors may, in individual cases, decide that the Option recipient may keep all or some of the options under offering obligation.

3. Regardless of whether the Option recipient has or has not offered his or her options to the Company or a party ordered by the Company, the Company may inform the Option recipient in writing that he or she has lost the options. Regardless of whether the Company or a party ordered by the Company has or has not been offered the stock options, the Company has right to apply for a transfer and to transfer all options under offering obligation from the Option recipient's book-entry account to an account indicated by the Company without the consent of the Option recipient. In addition, the Company has right to register any option transfer restrictions and other restrictions concerning the stock options to the Option recipient’s book-entry account without his or her consent.

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for new shares

1. Each stock option entitles its holder to subscribe for one (1) new Kesko B share. As a result of the subscriptions, the number of the Company shares may be increased by a maximum of 3,000,000 new B shares. The share subscription price shall be recognised in the reserve of invested non-restricted equity.

2. Sincera cannot subscribe for shares with stock options.

2. Subscription and payment

1. Subscription periods shall be:

- for stock option 2007A 1 April 2010 - 30 April 2012,

- for stock option 2007B 1 April 2011 - 30 April 2013 and

- for stock option 2007C 1 April 2012 - 30 April 2014.

2. The share subscription shall take place at the main office of the Company or at some other location to be notified later by the Company. Payment for shares shall be effected upon subscription to the bank account appointed by the Company. The Company shall decide on all matters concerning share subscription.

3. Subscription price

1. The subscription price shall be:

-         for stock option 2007A, the trade volume weighted average quotation of the Company B share on the Helsinki Stock Exchange between 1 April and 30 April 2007,

-         for stock option 2007B, the trade volume weighted average quotation of the Company B share on the Helsinki Stock Exchange between 1 April and 30 April 2008 and

-         for stock option 2007C, the trade volume weighted average quotation of the Company B share on the Helsinki Stock Exchange between 1 April and 30 April 2009.

2. The subscription price of stock options shall be reduced in special situations at times specified hereinafter at Sections II.7.1 - II.7.2. The subscription price per share must nevertheless always be at least €0.01.

4. Registration of stock options and shares

The stock options with which shares have been subscribed are removed from the holder's book-entry account and the shares subscribed for and fully paid are registered in the holder's book-entry account.

5. Shareholder rights

Dividend rights of the shares and other shareholder rights commence after the shares have been entered in the Trade Register.

6. Share issues, options and other special rights before share subscription

If the Company, prior to share subscription, decides to issue shares or new stock options or other special rights entitling to shares, stock option holders shall have the same or equal rights with shareholders. Equality is ensured in the manner determined by the Board of Directors, i.e. by adjusting the quantities of shares available for subscription, or share subscription prices, or both.

7. Rights in certain cases

1. If the Company distributes dividends or funds from the reserve of invested non-restricted equity, from the subscription price of a stock option is deducted the amount of the dividend or distributable invested non-restricted equity decided after the beginning of the period for the determination of the subscription price but before the subscription as at the record date for each dividend distribution or other distribution of funds.

2. If the Company reduces its share capital by distributing share capital to shareholders, from the subscription price of a stock option is deducted the amount of distributable share capital decided after the beginning of the period for the determination of the subscription price but before the subscription, as at the record date of repayment of share capital.

3. If the Company is placed in liquidation before the share subscription, the stock option holder is given an opportunity to subscribe for the shares with his or her options before the liquidation begins within a period of time determined by the Board of Directors. If the Company is removed from the register prior to the share subscription, the option holder has the same or equal rights with a shareholder.

4. If the Company decides to merge into another company as the company being acquired, or into a company to be formed in a combination merger, or if the Company decides to demerge, the stock option holders are given, prior to the merger or demerger, the right to subscribe for the shares with his or her stock options in a manner and within a period of time determined by the Board of Directors. If the transfer of stock options is prohibited by virtue of the above Section I.4.1, the stock option holder is, however, entitled to transfer his or her stock options prior to the merger or demerger within a period of time determined by the Board of Directors. The provisions of Chapter 16 Section 13 of the Finnish Companies Act shall be applied to the redemption of the stock options.

5. A buy-back or redemption of own shares by the Company, or the acquisition of stock options or other special rights entitling to shares by the Company, shall not affect the position of stock option holders. However, if the Company decides to acquire or redeem own shares from all shareholders, stock option holders shall be made an equal offer.

6. In case, before the end of subscription period, a situation referred to in Chapter 18 Section 1 of the Finnish Companies Act arises, in which a shareholder holds over 90% of all shares of the Company and therefore has the right and obligation to redeem all shares of the Company, the stock option holders are reserved the right to subscribe for the shares with their stock options within a period of time determined by the Company's Board of Directors. Option holders are also entitled to sell their options to the redeemer notwithstanding the transfer restriction referred to at item I.4.1. A shareholder whose ownership of Company shares and voting rights have exceeded 90%, is entitled to buy the stock options of the option holder, and when a shareholder exercises this right the stock option holder is under obligation to sell them to the shareholder at a current price.

7. If the Company, prior to the share subscription, decides to combine its share series, stock option holders have equal rights with the holders of the Company's B shares.

III OTHER TERMS AND CONDITIONS

1. These terms and conditions are governed by Finnish law. Any disputes concerning stock options shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Central Chamber of Commerce of Finland.

2. The Company's Board of Directors shall decide on other matters relating to options and may impose binding rules on Option recipients.

3. The Company is entitled to withdraw, with no consideration, the stock options which have not been transferred or with which shares have not been subscribed for, if the stock option holder acts against these terms and conditions, decisions made or orders given by the Company Board of Directors on the basis of these terms and conditions, or applicable law or orders of the authorities.

4. These terms and conditions have been prepared in Finnish, Swedish and English. In case of any discrepancy between the Finnish, Swedish and English terms and conditions, the Finnish terms and conditions shall apply.

5. The stock option documentation is available for inspection at the Company's main office in Helsinki.