Resolutions of Kesko Corporation's General Meeting

Stock exchange release / 03.04.2017 15:30

KESKO CORPORATION STOCK EXCHANGE RELEASE 03.04.2017 AT 15.30 1(2)

Resolutions of Kesko Corporation's General Meeting

Kesko Corporation's Annual General Meeting today adopted the financial statements for 2016 and discharged the Board members and the Managing Director from liability. The General Meeting resolved to distribute €2.00 per share as dividends. The General Meeting resolved that the number of Board members is seven and elected PricewaterhouseCoopers Oy as the Company's auditor.

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 2016.

Distribution of profit
The General Meeting resolved to distribute a dividend of €2.00 per share on 99 466 465 shares held outside the Company at the date of dividend distribution, or a total amount of €198,932,930.00. No dividend is paid on own shares held by the Company as treasury shares on the record date for the payment of dividend. The record date for dividend distribution is 5 April 2017 and the General Meeting resolved that the dividend pay date is 12 April 2017.

Discharge from liability
The General Meeting discharged the Board members and the Managing Director from liability for the financial year 2016.

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' remuneration and the basis for reimbursement of their expenses unchanged. The remuneration and the basis for reimbursement of expenses are as follows:

The Board Chair is paid an annual remuneration of €80,000, the Board Deputy Chair €50,000, and a Board member €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. Daily allowances are paid and travel expenses are reimbursed to the Board members in accordance with the general travel rules of Kesko.

The Annual General Meeting held on 13 April 2015 elected seven (7) Board members for terms expiring at the close of the 2018 Annual General Meeting in accordance with the Articles of Association. Those Board members are retailer Esa Kiiskinen, Master of Science in Economics Tomi Korpisaari, retailer, eMBA Toni Pokela, eMBA Mikael Aro, Master of Science in Economics Matti Kyytsönen, Master of Science in Economics Anu Nissinen and Master of Laws Kaarina Ståhlberg.

Korpisaari and Ståhlberg resigned from the Company's Board of Directors as of 1 March 2016. The General Meeting held on 4 April 2016 elected retailer, trade technician Matti Naumanen and Master of Science in Economics, Managing Director Jannica Fagerholm to replace Korpisaari and Ståhlberg until the close of the Annual General Meeting to be held in 2018.

Auditor

The General Meeting resolved that the auditor's fee and expenses be reimbursed according to an invoice approved by the Company. The General Meeting elected the firm of auditors PricewaterhouseCoopers Oy as the Company's auditor. APA Mikko Nieminen is the auditor with principal responsibility.

Donations for charitable purposes

The General Meeting approved the Board's proposal for its authorisation to decide on the donations in a total maximum of €300,000 for charitable or similar purposes until the Annual General Meeting to be held in 2018 and to decide on the donation recipients, purposes of use and other terms of the donations.

The proposals of the Board of Directors, the Board's Audit Committee and shareholders to the General Meeting were published in a stock exchange release on 2 February 2017. The notice of General Meeting was published on Kesko's internet pages and in a stock exchange release on 20 February 2017.

Further information is available from Executive Vice President, Group General Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.

Kesko Corporation

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