Shareholders' proposals to the Annual General Meeting for the composition and remuneration of Kesko's Board of Directors

Kesko Corporation's shareholders jointly holding over 10% of the votes attached to the company’s shares have made a proposal to the Annual General Meeting to be held on 11 April 2018 for the number of Board members, the members, their remuneration and the reimbursement of their expenses.

Proposal for the number of Board members and the members

Kesko Corporation's shareholders jointly holding over 10% of the votes attached to the company’s shares have proposed that the company's Annual General Meeting resolve that the number of Board members is seven (7) and that Master of Science (Economics) Jannica Fagerholm, retailer Esa Kiiskinen, Master of Science (Economics) Matti Kyytsönen, retailer Matti Naumanen, eMBA and retailer Toni Pokela as well as Master of Laws Peter Fagernäs (new member) and Doctor of Science (Economics and Business Administration) Piia Karhu (new member) be elected as Board members for a term of three years as provided in the Articles of Association.

Of the proposed new members, Peter Fagernäs, Master of Laws (b. 1952) is the Chairman of the Board of Taaleri Plc and Oy Hermitage Ab. Previously, Fagernäs has acted as Chairman of the Board of Fortum Corporation, Pohjola Group Plc and Conventum Ltd, and as a member of the Board of Amanda Capital Plc and Winpak Plc. Fagernäs has also acted as CEO of Conventum Ltd and Prospectus Ltd, a member of Merita Bank Ltd’s management board, and held various positions at Kansallis-Osake-Pankki. Fagernäs does not hold shares in Kesko (as at 8 January 2018).

The other new Board member proposed by the shareholders is Piia Karhu, Doctor of Science, Economics and Business Administration (b. 1976). Karhu has held various leadership positions at Finnair Plc since 2013. She is currently Senior Vice President, Customer Experience and a member of the Executive Board of Finnair Plc. Karhu is also the Chairman of the Board of Finnair Kitchen Ltd and Finnair Travel Retail Ltd. Previously, Karhu has worked as a management consultant for at Ernst & Young and Capgemini, and been a member of the Board of Finnair Aircraft Finance Ltd. Karhu does not hold shares in Kesko (as at 4 January 2018).

Details of the proposed Board members and their previous duties are available on the company's website at www.kesko.fi/en/investor/General-Meeting.

Proposal for the remuneration of Board members and the reimbursement of their expenses

The shareholders also propose that the remuneration structure for Kesko Corporation’s Board members be changed so that a portion of the remuneration be paid as shares in the company. The purpose of the change would be to commit the Board members to the long-term development of the company.

The proposal for the remuneration of Kesko Corporation’s Board members and the reimbursement of their expenses is as follows:

-        Board Chairman, an annual remuneration of €97,000

-        Board Deputy Chairman, an annual remuneration of €60,000

-        Board member, an annual remuneration of €45,000

-        Board member who is the Chairman of the Audit Committee, an annual remuneration of €60,000

-        A meeting fee of €500/meeting for a Board meeting and its Committee's meeting. The meeting fee for the Board Chairman is €1,000/Board meeting. However, a meeting fee of €1,000/Committee meeting is paid to a Committee Chair who is not the Chairman or the Deputy Chairman of the Board. The meeting fees are paid in cash.

-        Daily allowances and the reimbursements of travel expenses are paid to the Board members in accordance with the general travel rules of Kesko.

It is proposed that the aforementioned annual remuneration payments be made in Kesko Corporation’s B shares and in cash, with approximately 30% of the remuneration paid in shares. After the transfer of shares, the remaining remuneration amount is paid in cash. The company will acquire the shares or transfer shares held by the company as treasury shares in the name of and on behalf of the Board members. The company is responsible for the costs arising from the acquisition of the shares. The acquisition or transfer of shares is carried out as soon as possible after the General Meeting. A Board member cannot transfer shares obtained in this manner until either three years have passed from the day the member has received the shares or their membership on the Board has ended, whichever comes first.

The above proposals will be included in the notice of the General Meeting, which will be published separately.

Further information is available from Mika Majoinen, EVP, Group General Counsel,
tel. +358 105 322 206.

Kesko Corporation

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