Kesko Oyj - Company Announcement

Proposals to Kesko Corporation's Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 05.02.2009 AT 09.00 1(4)

Kesko Corporation's Board of Directors has decided to propose to the
Annual General Meeting to be held on 30 March 2009 that a dividend of
1.00 euro per share be paid for 2008, that the Articles of
Association be amended, and that a share issue authorisation be given
to the Board of Directors. The Board of Directors' Audit Committee
proposes that the firm of auditors PricewaterhouseCoopers Oy,
Authorised Public Accountants, be elected as the auditor of the
company.

Kesko Corporation's shareholders are invited to the Annual General
Meeting to be held in the Helsinki Fair Centre's congress wing,
Messuaukio 1 (congress wing entrance), Helsinki, on Monday, 30 March
2009, starting at 13.00. In addition to the business specified for
the Annual General Meeting in Article 10 of the Articles of
Association, the following proposals of the Board of Directors and
its Audit Committee will be handled by the Meeting:

Distributions of profits

The Board of Directors proposes that a dividend of €1.00 per share be
paid for the year 2008 on the basis of the adopted balance sheet. The
dividend would be paid to shareholders registered in the Company's
register of shareholders kept by Euroclear Finland Ltd on 2 April
2009. The Board of Directors proposes that the dividend pay date be 9
April 2009. In addition, the Board of Directors proposes that
€300,000.00 be reserved for charitable donations.

Auditor, auditor's fee and basis for reimbursement of expenses

The Board of Directors' Audit Committee proposes that the auditor be
the firm of auditors PricewaterhouseCoopers Oy, Authorised Public
Accountants, who have announced Johan Kronberg, APA, to be their
auditor with principal responsibility. The Board of Directors' Audit
Committee proposes that the auditor's fee and expenses be reimbursed
according to invoice approved by the company.

Amendment to the Articles of Association (appendix 1)

The Board of Directors proposes that Article 9 of the Articles of
Association be amended so that the notice of the General Meeting
shall be given at the latest 21 days before the General Meeting.

Share issue authorisation (appendix 2)

The Board of Directors proposes that the Annual General Meeting
authorise the Board of Directors to decide about the issuance of new
B shares. The new B shares could be issued in a directed issue either
against payment to company shareholders in proportion to their
existing shareholdings regardless of whether they consist of A or B
shares, or, deviating from the shareholder's pre-emptive right, to be
used as consideration in possible company acquisitions, other company
business arrangements, or to finance investments. The number of new B
shares issued could be 20,000,000 at the maximum.

The authorisation would include an authorisation for the Board of
Directors to decide about share subscription price, to issue shares
against non-cash consideration, and to decide about other matters
relating to share issues.

The authorisation would be valid until 30 March 2012.

The proposals of the Board of Directors and its Audit Committee are
available to the shareholders on the company 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 audit report, will be made available to the
shareholders on the company website on week 11. Copies of the
documents referred to in this paragraph will be sent to shareholders
on request. They will also be available at the Annual General
Meeting.

The notice of the Annual General Meeting will be published separately
at a later date in the following newspapers: Helsingin Sanomat,
Hufvudstadsbladet and Kauppalehti, and as a stock exchange release.

Helsinki, 5 February 2009

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
Helsinki Stock Exchange
Main news media



Appendix 1

PROPOSAL BY KESKO CORPORATION'S BOARD OF DIRECTORS
TO AMEND ARTICLE 9 OF THE ARTICLES OF ASSOCIATION

Kesko Corporation's Board of Directors proposes to the Annual General
Meeting to be held on 30 March 2009 that Article 9 of the Articles of
Association be amended so that the notice of the General Meeting
shall be given at the latest 21 days before the General Meeting.

PROPOSED NEW ARTICLE 9 OF KESKO CORPORATIONS' ARTICLES OF ASSOCIATION"§ 9

Notice of the General Meeting
The notice of the General Meeting shall be given to shareholders by
means of an announcement published in at least two (2) national
newspapers. The notice of the meeting shall be given at the earliest
two (2) months and at the latest twenty one (21) days before the
General Meeting.

To have the right to attend a General Meeting, shareholders shall
register with the company not later than on the date given in the
notice of the meeting, which date may not be earlier than ten (10)
days prior to the meeting."

Appendix 2

PROPOSAL BY KESKO CORPORATION'S BOARD OF DIRECTORS FOR SHARE ISSUE
AUTHORISATION TO BE GIVEN TO THE BOARD OF DIRECTORS

Kesko Corporation's Board of Directors proposes to the Annual General
Meeting to be held on 30 March 2009 that the Board of Directors be
authorised to decide about the issuance of new company B shares on
the following terms and conditions:

The maximum number of shares issued

By virtue of authorisation, the Board of Directors is authorised to
decide about the issuance of up to 20,000,000 new B shares.

Issue for consideration

The new shares can only be issued against payment ("Issue for
consideration").

Subscription right and directed issue

The new shares can be issued:


  * in a directed issue to the company's existing shareholders in
    proportion to their existing shareholdings regardless of whether
    they consist of A or B shares;
    or,

  * in a directed issue deviating from the shareholders' pre-emptive
    rights in order for the issued shares to be used as consideration
    in possible company acquisitions, other company business
    arrangements, or to finance investments.


The company must have a weighty financial reason for deviating from
the shareholders' pre-emptive rights.

Subscription price and its recognition in the balance sheet

The Board of Directors decides the subscription price of the issued
shares.

The Board of Directors also has the authority to issue shares against
non-cash consideration.

The subscription price is recognised in the reserve of invested
non-restricted equity.

Validity of authorisation

The share issue authorisation will be valid until 30 March 2012.

Other terms

The Board of Directors makes decisions concerning any other matters
relating to share issues.