Resolutions of Kesko Corporation's General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 04.04.2011 AT 16.00 1(3)
  
Kesko Corporation's Annual General Meeting today adopted the financial statements for 2010 and discharged the Board members and the Managing Director from liability. The General Meeting resolved to distribute €1.30 per share as dividends. In addition, the General Meeting approved the Board's proposals for the authorisation to acquire own B shares and to issue shares. The General Meeting also resolved to leave the number of Board members unchanged at seven, and elected PricewaterhouseCoopers Oy as the company's auditor.

A total of 602 shareholders participated in the General Meeting.

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 2010.

Use of profit
The General Meeting resolved to distribute a dividend of €1.30 per share on Kesko Corporation shares, or a total amount of €128,233,679.60. The record date for dividend distribution is 7 April 2011 and the dividend pay date was resolved to be 14 April 2011.

Discharge from liability
The General Meeting discharged the Board members and the Managing Director from liability for the financial year 2010.

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

The Annual General Meeting resolved to leave the Board members' fees unchanged 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 €1,000 per Committee meeting. In addition, the General Meeting resolved that daily allowances and compensation for travelling expenses are paid to the Board members in accordance with the general travel rules of Kesko.

According to Kesko's Articles of Association, the term of each Board member elected by the Annual General Meeting held on 30 March 2009, namely Heikki Takamäki, Seppo Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa Kiiskinen, Mikko Kosonen and Rauno Törrönen, will expire at the close of the 2012 Annual General Meeting. 

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, with Johan Kronberg, APA, as the company's auditor with principal responsibility. 

Authorisation to acquire own shares
The General Meeting approved the Board's proposal to authorise the Board to decide on the acquisition of a total maximum of 1,000,000 own B shares.

Own shares are acquired with the company's unrestricted equity not in proportion to shares held by shareholders but at the market price quoted in public trading organised by NASDAQ OMX Helsinki Ltd ("stock exchange") at the date of acquisition. The shares are acquired and paid in accordance with the rules of the stock exchange.

The shares are acquired to be used in the development of the company's capital structure, to finance possible business acquisitions, capital expenditures and/or other arrangements within the scope of the company's business operations, and to implement the company's incentive plan.

The Board makes decisions concerning other issues related to the acquisition of own B shares. The authorisation is valid until 30 September 2012.

Share issue authorisation
The General Meeting approved the Board's proposal to authorise the Board to decide on the issuance of own B shares held by the company itself.

By virtue of the authorisation, the Board is authorised to make decisions concerning the issuance of a total maximum of 1,000,000 B shares.

Own B shares held by the company itself can be issued for subscription by shareholders in a directed issue in proportion to their existing holdings of the company shares, regardless of whether they own A or B shares.

Own B shares held by the company itself can also be issued in a directed issue, deviating 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 business acquisitions, capital expenditures or other arrangements within the scope of the company's business operations, and to implement the company's incentive plan.

Own B shares held by the company itself can be delivered either against or without consideration. According to the Finnish Limited Liability Companies' Act, a directed share issue can only be without consideration, provided that the company, taking into account the best interests of all of its shareholders, has a particularly weighty financial reason.

The amount possibly paid for the company's own shares is recorded in the reserve of unrestricted equity.

The Board makes decisions concerning any other issues related to share issuances. The authorisation is valid until 30 June 2014, and it does not cancel the share issue authorisation given to the Board by the Annual General Meeting of 30 March 2009 to decide on issuance of total maximum of 20,000,000 new B shares by 30 March 2012.

Donations for charitable purposes
The General Meeting approved the Board's proposal to authorise it to decide in 2011 on the donation of a total maximum of €300,000 for charitable or corresponding purposes, and to authorise the Board to decide on the donation recipients, purposes of use and other terms of the donations.

Effect of the dividend on Kesko Corporation's stock option schemes
The €1.30 dividend per share resolved by the General Meeting reduces the subscription prices of shares subscribed for with the 2007A, 2007B and 2007C stock options of the 2007 stock option scheme in accordance with the terms and conditions of the scheme.

As from 7 April 2011, the record date for the payment of dividends, the subscription prices of new B shares subscribed for with the above stock options are as follows:

The Board's proposals to the General Meeting were published in a stock exchange release on 3 February 2011. The notice of General Meeting was also published in a stock exchange release on 7 March 2011.

Further information is available from Vice President, General Counsel Anne Leppälä-Nilsson, telephone +358 1053 22347.

Kesko Corporation

Harri Utoslahti
Communications Manager

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www.kesko.fi