Kesko Oyj : Notice of Annual General Meeting

                 Kesko Oyj : Notice of Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 25.02.2013 AT 09.00 1(5)

Notice is given to Kesko Corporation's shareholders of the Annual General
Meeting which will be held in the Helsinki Fair Centre's congress wing,
Messuaukio 1 (congress wing entrance), Helsinki, on Monday, 8 April 2013 at
13.00 EET. The reception desks for those registered for the meeting are open,
voting tickets are provided and coffee is served from 12.00 EET.

A. Items on the agenda of the General Meeting



1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Review by the President and CEO

7. Presentation of the 2012 financial statements, the report by the Board and
the auditor's report

8. Adoption of the financial statements

9. Distribution of the profits shown on the balance sheet and resolution on
the payment of dividend

The Board proposes that a dividend of €1.20 per share be paid for the year
2012 on the basis of the adopted balance sheet. The dividend is paid to
shareholders registered in the company's register of shareholders kept by
Euroclear Finland Ltd on the record date for the payment of dividend, 11 April
2013. No dividend is paid on treasury shares held by the company at the record
date for the payment of dividend. The Board proposes that the dividend pay
date be 18 April 2013.

10. Resolution on discharging the Board members and the Managing Director from
liability

11. Resolution on the Board members' fees and the basis for reimbursement of
their expenses

Shareholders who jointly hold over 10% of the votes carried by the Kesko
Corporation shares have informed the company that they will propose to the
Annual General Meeting that the Board members' fees and the basis for
reimbursement of their expenses be left unchanged. The fees and the basis for
reimbursement of expenses are 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 €1,000 per Committee meeting. Daily allowances are
paid and travel expenses are reimbursed to Board members in accordance with
the general travel rules of Kesko.

12. Resolution on the number of Board members

Shareholders who jointly hold over 10% of the votes carried by the Kesko
Corporation shares have informed the company that they will propose to the
Annual General Meeting that the number of members of the Board be left
unchanged at seven (7).

13.Election of the Board members

According to Article 4 of the 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 (3^rd) Annual
General Meeting after the election.

The Annual General Meeting held on 16 April 2012 resolved the number of Board
members to be seven (7) and elected seven (7) Board members for terms of
office expiring at the close of the 2015 Annual General Meeting in accordance
with the Articles of Association. The Board members elected then were Mr Esa
Kiiskinen, Mr Ilpo Kokkila, Mr Tomi Korpisaari, Ms Maarit Näkyvä, Mr Seppo
Paatelainen, Mr Toni Pokela and Ms Virpi Tuunainen.

14. Resolution on the auditor's fee and the basis for reimbursement of
expenses

The Board's Audit Committee proposes to the General Meeting that the auditor's
fee and expenses be reimbursed according to invoice approved by the company.

15. Election of the auditor

The Board's Audit Committee proposes to the General Meeting that the firm of
auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, who have
announced Johan Kronberg, APA, to be their auditor with principal
responsibility, be elected as the company's auditor.

16. The Board's proposal for amending Article 9 of the Articles of Association

The Board proposes that the clause in article 9 of the Articles of
Association, concerning the delivery of the notice of a General Meeting, be
amended to the effect that the notice of a General Meeting shall be given to
shareholders by means of publishing it on the company's website at the
earliest two (2) months and at the latest three (3) weeks before the General
Meeting. In any case, the notice must be given at least nine (9) days before
the record date of the General Meeting, referred to in the Limited Liability
Companies Act.

17. The Board's proposal for its authorisation to decide on the acquisition of
own shares

The Board proposes that the General Meeting resolve to authorise the Board  to 
decide on the acquisition of a maximum of 500,000 company's own B shares.

Own shares shall  be acquired with  the company's unrestricted  equity not  in 
proportion to shares held by shareholders,  but at the market price quoted  in 
public trading organised by NASDAQ OMX Helsinki Ltd ("stock exchange") at  the 
time of acquisition. The shares shall be acquired and paid in accordance  with 
the rules of the stock exchange.

The shares shall be acquired  to be used in  the development of the  company's 
capital  structure,  to  finance   possible  business  acquisitions,   capital 
expenditures and/or  other  arrangements within  the  scope of  the  company's 
business operations, and to implement the  company's incentive plan, or to  be 
assigned otherwise, or cancelled.

The Board makes decisions concerning other matters related to the  acquisition 
of own B shares. The authorisation is valid until 30 September 2014.

18. The Board's proposal for its authorisation to decide on share issue

The Board proposes that the General Meeting resolve to authorise the Board to
decide on the issuance of own B shares held as treasury shares.

By virtue of the authorisation, the Board is entitled to decide on the
issuance of a maximum of 1,000,000 B shares.

B shares held as treasury shares by the company can be issued for subscription
by shareholders in a directed issue in proportion to their existing holdings
of the company shares, regardless of whether they own A or B shares.

B shares held as treasury shares by the company can also be issued in a
directed issue departing from the shareholder's pre-emptive right, for a
weighty financial reason of the company, such as using the shares to develop
the company's capital structure, to finance possible business acquisitions,
capital expenditures or other arrangements within the scope of the company's
business operations, and to implement the company's incentive plan.

B shares held as treasury shares by the company can be delivered either
against or without consideration. According to the Limited Liability Companies
Act, a directed share issue can only be without consideration, if the company,
taking into account the best interests of all of its shareholders, has a
particularly weighty financial reason for that.

The amount possibly paid for treasury shares is recognised in the reserve of
invested non-restricted equity.

The Board makes the decisions concerning any other matters related to share
issuances. The authorisation is valid until 30 June 2017 and it supersedes the
Board's share issue authorisation resolved by the Annual General Meeting held
on 4 April 2011, but it does not supersede the Board's share issue
authorisation resolved by the Annual General Meeting held on 16 April 2012.

19. Donations for charitable purposes

The Board proposes that the General Meeting resolve to authorise the Board to
decide on the donations in a total maximum of €300,000 for charitable or
corresponding purposes until the Annual General Meeting to be held in 2014,
and to authorise the Board to decide on the donation recipients, purposes of
use and other terms of the donations.

20. Closing of the meeting



B. General Meeting documents



The above resolution proposals on the agenda of the General Meeting, as well
as this notice of the meeting are available on Kesko Corporation's website at
www.kesko.fi/investors. Kesko Corporation's financial statements, the report
by the Board and the auditor's report will be available on the company's
website on 6 March 2013. The resolution proposals and the other documents
mentioned above will also be available at the General Meeting, and copies of
the documents and of this notice of the meeting will be sent to shareholders
on request. The minutes of the General Meeting will be made available to
shareholders on the company's website from 22 April 2013.

C. Instructions for meeting participants

1. Right to participate and registration

Shareholders have the right to participate in the General Meeting if they are
registered as shareholders in the company's register of shareholders kept by
Euroclear Finland Ltd on 25 March 2013. Shareholders whose shares are
registered on their personal Finnish book-entry accounts are registered in the
company's register of shareholders.

A shareholder registered in the company's register of shareholders wishing to
participate in the General Meeting shall notify it to the company no later
than 3 April 2013 at 16.00 EET, by which time the notice of participation must
be received by the company. The notification can be made either

a) through the website at www.kesko.fi/investors following the instructions
therein,
b) by e-mail to taina.hohtari @ kesko.fi,
c) by telephone +358 1053 23211 (from Monday to Friday between 9.00 and 16.00
EET),
d) by fax +358 1053 23421, or
e) by letter to Kesko Corporation, Legal Affairs, Satamakatu 3, FI-00016
Kesko.

The registration information shall include the shareholder's name, personal
ID/business ID, address, telephone number and possible assistant's or proxy
representative's name and personal ID. The personal information will only be
used in connection with the General Meeting and when handling related
necessary registrations.

2. Holder of a nominee registered share

A holder of a nominee registered share has the right to participate in the
General Meeting by virtue of the shares which would entitle him/her to be
registered in the shareholder register kept by Euroclear Finland Ltd on 25
March 2013. In addition, the participation requires that the shareholder is
temporarily registered in the company's shareholder register by virtue of this
shareholding no later than 3 April 2013 at 10.00 EET. With respect to nominee
registered shares, this constitutes the registration for the General Meeting.

Holders of nominee registered shares are advised to request instructions for
registering in the shareholder register, submitting their proxy documents and
participating in the General Meeting from their custodian banks well in
advance. The account management organisation of the custodian bank shall
request a holder of a nominee registered share wishing to participate in the
Annual General Meeting to be temporarily registered in the company's
shareholder register no later than the above date and hour.

3. Proxy representative and proxy documents

A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. The proxy representative
of a shareholder shall produce a dated proxy document, or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder. If a
shareholder participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration.

Possible proxy documents shall be delivered in originals to the above address
before the last date for registration.

4. Other information

Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a
shareholder who is present at the General Meeting has the right to request
information with respect to the matters to be dealt with at the Meeting.

At the date of the notice of the General Meeting 25 February 2013, Kesko
Corporation has 31,737,007 A shares and 67,049,933 B shares, or 98,786,940
shares in aggregate. The A shares carry a total of 317,370,070 votes, and the
B shares carry 67,049,933 votes, or the aggregate number of votes carried by
the shares is 384.420.003.

Helsinki, 4 February 2013

KESKO CORPORATION

BOARD OF DIRECTORS

Further information is available from Vice President, General Counsel Anne
Leppälä-Nilsson, tel. +358 1053 22347.

Kesko Corporation

Merja Haverinen
Vice President, Corporate Communications

DISTRIBUTION
NASDAQ OMX Helsinki
Main news media
www.kesko.fi

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Source: Kesko Oyj via Thomson Reuters ONE
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