Kesko Oyj - Notice to general meeting

Notice of Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 07.03.2011 AT 08.00 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, 4 April 2011 at
13.00. The reception desks for those registered for the meeting are open, voting
tickets are provided and coffee is served from 12.00.

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 scrutinise 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 2010 financial statements, the report of the Board of
Directors and the auditors' 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 of Directors proposes that a dividend of €1.30 per share be paid for
the year 2010 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 7 April 2011, the record date of dividend distribution.
The Board of Directors proposes that the dividend pay date be 14 April 2011.

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 represent 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 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 and
compensation for travelling expenses are paid to the members of the Board in
accordance with the general travel rules of Kesko.

12. Resolution on the number of members of the Board of Directors

Shareholders who jointly represent 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 of Directors be
seven (7) as at present.

13. Election of the members of the Board of Directors

According to Article 4 of the Articles of Association, the term of the Board of
Directors' members is three (3) years, so that the term begins at the close of
the General Meeting electing the members and expires at the close of the third
(3(rd)) subsequent Annual General Meeting.

The Annual General Meeting held on 30 March 2009 resolved that the number of
members of the Board of Directors is seven (7), and elected seven (7) members
for terms provided for in the Articles of Association which will expire at the
close of the Annual General Meeting to be held in 2012. The then elected Board
members are Heikki Takamäki, Seppo Paatelainen, Maarit Näkyvä, Ilpo Kokkila, Esa
Kiiskinen, Mikko Kosonen and Rauno Törrönen. The Annual General Meeting held on
29 March 2010 resolved that the number of members of the Board of Directors
remains unchanged at seven (7).

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

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

15. Election of the auditor

The Board of Directors' 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 the auditor with principal
responsibility, be elected as the auditor of the company.

16. The Board of Directors' proposal for the authorisation to acquire own shares

The Board of Directors proposes that the Annual General Meeting resolve to
authorise the Board to decide on the acquisition of a maximum of 1,000,000 own B
shares.

Own shares would 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 would be acquired and paid in accordance with
the rules of the stock exchange.

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

The Board of Directors makes decisions concerning other issues related to the
acquisition of own B shares. The authorisation is valid until 30 September 2012.

17. The Board of Directors' proposal for share issue authorisation

The Board of Directors proposes that it would be authorised to make decisions
concerning the issuance of own B shares held by the company.

By virtue of the authorisation, the Board of Directors would be authorised to
make decisions concerning the issuance of a maximum of 1,000,000 B shares.

Own B shares held by the company could 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.

Own B shares held by the company could also be issued in a directed issue,
deviating 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, investments or other
arrangements within the scope of the company's business operations, and to
implement the company's incentive plan.

Own B shares held by the company could be delivered either against or without
consideration. According to the Finnish 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 the company's own shares would be recorded in the
reserve of unrestricted equity.

The Board of Directors makes decisions concerning any other issues related to
share issuances. The authorisation is valid until 30 June 2014, and it does not
cancel the share issue authorisation given to the Board of Directors by the
Annual General Meeting of 30 March 2009.

18. Donations for charitable purposes

The Board of Directors proposes that the General Meeting resolve to authorise it
to decide in 2011 on the donations of a total maximum of €300,000 for charitable
or corresponding purposes, and to authorise the Board of Directors to decide on
the donation recipients, purposes of use and other terms of the donations.

19. 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 Annual Report, including the
company's financial statements, the report by the Board of Directors and the
auditors' report, will be made available on the company website on 11 March
2011. 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 18 April 2011.

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 23 March 2011. 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
30 March 2011 at 16.00, by which time the notice of participation must be
received by the company. The notification can be made either

a) through the Internet 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 and 16 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 the 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 23 March
2011. In addition, the participation requires that the shareholder is registered
in the temporary register of the company's shareholders by virtue of this
shareholding no later than 30 March 2011 at 10.00. With respect to nominee
registered shares, this constitutes the registration for the General Meeting.

A holder of a nominee registered share is advised to request instructions for
registering in the shareholder register, submitting proxies 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 to be temporarily registered in the company's
shareholder register no later than the above date and hour.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. The proxy representative shall
produce a dated proxy document, or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder. When 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 should 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 considered at the Meeting.

On the date of the notice of the General Meeting Kesko Corporation had
31,737,007 A shares and 66,904,285 B shares, and the total number of shares was
98,641,292. The A shares carry 317,370,070 votes, the B shares carry 66,904,285
votes, and the aggregate number of votes carried by the shares is 384,274,355.


Helsinki, 2 February 2011

KESKO CORPORATION

BOARD OF DIRECTORS

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


Kesko Corporation



Paavo Moilanen
Senior Vice President, Corporate Communications and Responsibility


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

[HUG#1494876]