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

KESKO CORPORATION STOCK EXCHANGE RELEASE 18.02.2016 AT 13.15 1(2)

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

Kesko Corporation's shareholders jointly holding over 10% of the votes attached to the company shares have made a proposal to the Annual General Meeting to be held on 4 April 2016 for the number of Board members, the members, their remuneration and the reimbursement of their expenses.

Proposal for the number of Board members

Kesko Corporation's shareholders jointly holding over 10% of the votes attached to the company shares have proposed that the company's Annual General Meeting resolve that the number of Board members be the present seven (7).

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

In addition, the same shareholders propose that the remuneration of the Board members and the reimbursement of their expenses remain unchanged as follows:

- the Board Chair, an annual remuneration of €80,000,

- the Board Deputy Chair, an annual remuneration of €50,000,

- a Board member, an annual remuneration of €37,000,

- a meeting fee of €500/meeting for a Board meeting and its Committee's meeting, and a meeting fee of €1,000/meeting to a Committee Chair who is not the Chair or the Deputy Chair of the Board,

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

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

The General Meeting held on 13 April 2015 resolved that the number of Board members is seven (7). The General Meeting held on 13 April 2015 elected seven (7) Board members for terms of office expiring at the close of the 2018 Annual General Meeting in accordance with the Articles of Association. The Board members elected then are retailer Esa Kiiskinen, Master of Science in Economics Tomi Korpisaari, retailer 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 have announced their resignations from the company's Board of Directors as of 1 March 2016. Their resignation announcements were published in stock exchange releases on 5 February 2016 and 15 February 2016. The shareholders referred to above propose that Korpisaari and Ståhlberg be replaced by retailer, trade technician Matti Naumanen and Master of Science in Economics, Managing Director Jannica Fagerholm until the close of the Annual General Meeting to be held in 2018. Both candidates have consented to the appointment.

Trade technician Matti Naumanen, b. 1957, has been a retailer since 1982. In addition, he is a member of the Board of the K-Retailers' Association and the Chair of Board of the K-Agricultural and Building and Home Improvement Retailers' Club. Naumanen's earlier posts include the Chair of the Board of the registered association Nurmeksen Yrittäjät and the Chair of the Board of the registered association Joensuun Yrittäjät.

Master of Science in Economics Jannica Fagerholm, b. 1961, has been the Managing Director of the Signe and Ane Gyllenberg Foundation since 2010. In addition, she is a member of the Board of Sampo plc, Teleste Corporation, Eira Hospital Ltd and Hanken School of Economics. Her earlier posts include Managing Director of SEB Gyllenberg Private Bank, Country Director for Finland of Handelsbanken Liv and member of the Board of Aktia Abp.

The biographical details of Matti Naumanen and Jannica Fagerholm with more detailed information on their earlier duties are available on the company's website at www.kesko.fi/yhtiokokous.

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

Kesko Corporation

Merja Haverinen
Vice President, Group Communications

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