Kesko Oyj - Notice to general meeting

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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