Resolutions of Kesko Corporation's General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 16.04.2012 AT 16.30 1(3)

Kesko Corporation's Annual General Meeting today adopted the financial statements for 2011 and discharged the Board members and the Managing Director from liability. The General Meeting resolved to distribute €1.20 per share as dividends. The General Meeting resolved that the number of Board members is seven and elected Esa Kiiskinen, Ilpo Kokkila, Tomi Korpisaari (new member), Maarit Näkyvä, Seppo Paatelainen, Toni Pokela (new member) and Virpi Tuunainen (new member) as Board members. The General Meeting elected PricewaterhouseCoopers Oy as the company's auditor. In addition, the General Meeting approved the Board's proposals for share issue and donation authorisations.

A total of 1,358 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 2011.

Use of profit
The General Meeting resolved to distribute a dividend of €1.20 per share on 98,035,931 shares held outside the company at the date of dividend distribution, or a total amount of €117,643,117.20. No dividend is paid on own shares held by the Company at the record date of dividend distribution. The record date for dividend distribution is 19 April 2012 and the General Meeting resolved that the dividend pay date is 26 April 2012.

Discharge from liability
The General Meeting discharged the Board members and the Managing Director from liability for the financial year 2011.

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 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 and compensation for travelling expenses are paid to the Board members in accordance with the general travel rules of Kesko.

The General Meeting resolved to elect Esa Kiiskinen, Ilpo Kokkila, Tomi Korpisaari (new member), Maarit Näkyvä, Seppo Paatelainen, Toni Pokela (new member) and Virpi Tuunainen (new member) as Board members for a three-year term of office, expiring at the close of the 2015 Annual General Meeting, stated in 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, with Johan Kronberg, APA, as the company's auditor with principal responsibility. 

Share issue authorisation
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. The shares can be issued against payment for subscription by shareholders in a directed issue in proportion to their existing shareholdings regardless of whether they consist of 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, investments or other arrangements within the scope of the company's business operations. The amount paid for the shares is 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 against non-cash consideration and the right to make decisions on other matters concerning share issuances. The authorisation will be valid until 30 June 2015 and it does not cancel the Board's authorisation by the Annual General Meeting of 4 April 2011 to issue a total maximum of 1,000,000 own B shares held by the company valid until 30 June 2014.

Donations for charitable purposes
The General Meeting approved the Board's proposal that it be authorised until the 2013 Annual General Meeting to decide on the donation of a total maximum of €300,000 for charitable or corresponding purposes, and to decide on the donation recipients, purposes of use and other terms of the donations.

Effects of the dividend on Kesko Corporation's option schemes
The €1.20 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 19 April 2012, 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 proposals to the General Meeting were published in a stock exchange release on 2 February 2012. The notice of General Meeting was also published in a stock exchange release on 27 February 2012.

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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