Corporate governance principles

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Kesko's compliance with regulations and the Corporate Governance Code

Kesko Corporation (Kesko or the Company) is a Finnish limited liability company in which the duties and responsibilities of the executive bodies are determined in accordance the laws of Finland. Kesko Group is composed of the parent company, Kesko, and its subsidiaries. The Company is domiciled in Helsinki.

The highest decision-making power in Kesko is exercised by the Company's shareholders at the Company's General Meeting. The Company's shareholders elect the Company's Board of Directors and Auditor at the General Meeting. Kesko Group is managed by the Board of Directors and the Managing Director, who is the President and CEO. The President and CEO is appointed by the Board of Directors. The Company uses a so-called one-tier governance model.

Kesko's decision-making and corporate governance are guided by Kesko's values and responsible operating practices. Decision-making and corporate governance are in compliance with the Finnish Limited Liability Companies Act, regulations concerning publicly quoted companies, Kesko's Articles of Association, the charters of Kesko's Board of Directors ("the Board") and its Committees and the rules and guidelines of Nasdaq Helsinki Ltd. As of the financial year 2016, the Company complies with the Finnish Corporate Governance Code for listed companies effective as of 1 January 2016. The Corporate Governance Code can be read in full at

In the financial year 2015, the Company complied with the Finnish Corporate Governance Code for Listed Companies entered into force on 1 October 2010 and published a Corporate Governance Statement and a Remuneration Statement compliant with it in spring 2016. The Company will publish a Corporate Governance Statement and a Remuneration Statement compliant with the new Corporate Governance Code entered into force on 1 January 2016 in spring 2017.

As provided by the comply or explain principle of the Corporate Governance Code, the Company departs from the Corporate Governance Code's recommendation concerning a Board member's term of office as described below.

Departure from a Corporate Governance Code Recommendation

The term of office of Kesko's Board members departs from the one-year term of office pursuant to Recommendation 6 – Term of Office of the Board of Directors – of the Corporate Governance Code. The term of office of the Company's Board of Directors is determined in accordance with the Company's Articles of Association. The General Meeting decides on amendments to the Articles of Association. According to the Company's Articles of Association, the term of office of a Board member is three (3) years, starting at the close of the General Meeting electing the member and expiring at the close of the third (3rd) Annual General Meeting after the election.

A shareholder who, together with related entities, represents over 10% of votes attached to all Kesko shares, has informed the Company's Board of Directors that it considers the term of office of three (3) years good for the Company's long-term development and has not seen any need to shorten the term stated in the Articles of Association.

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