Kesko Oyj - Notice to general meeting

Notice of Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 27.02.2012 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, 16 April 2012 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 2011 financial statements, the report of 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 2011
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, 19 April 2012. No dividend
is paid on own shares held by the company at the record date for the payment of
dividend. The Board proposes that the dividend pay date be 26 April 2012.

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 Board members

Shareholders jointly holding 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 seven (7).

13. Election of the Board members

Shareholders jointly holding 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 Mr Esa Kiiskinen, Mr Ilpo Kokkila, Mr Tomi
Korpisaari (new member), Ms Maarit Näkyvä, Mr Seppo Paatelainen, Mr Toni Pokela
(new member) and Ms Virpi Tuunainen (new member) be elected as Board members.

The essential biographical details of all candidates proposed for Board members
are available on the company's website at www.kesko.fi/Investors.

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 share issue authorisation

The Board proposes that it be authorised to decide on the issuance of a total
maximum of 20,000,000 new B shares. The shares can be issued against payment for
subscription by shareholders in a directed issue 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, in a directed issue, if there is a
weighty financial reason for the company, such as using the shares to develop
the company's capital structure, and financing possible acquisitions, capital
expenditures or other arrangements within the scope of the company's business
operations. The amount paid for the shares is recognised in the reserve of
invested non-restricted equity.

The Board's authorisation also includes the authority to decide on the share
subscription price, the right to issue shares against non-cash consideration and
the right to make decisions on other matters concerning share issuances. The
authorisation is valid until 30 June 2015 and does not cancel the Board's
authorisation by the Annual General Meeting of 4 April 2011 to issue a total
maximum of 1,000,000 own B shares held by the company valid until 30 June 2014.
The Board's authorisation by the Annual General Meeting of 30 March 2009 to
issue a total maximum of 20,000,000 new B shares will expire on 30 March 2012.
The Board has not used the expiring authorisation.

17. 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 2013, and
to authorise the Board to decide on the donation recipients, purposes of use and
other terms of the donations.

18. 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 and the auditor's
report, will be available on the company's website on 23 March 2012. 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 30 April 2012.

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 2 April 2012. 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
11 April 2012 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 2 April
2012. 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 11 April 2012 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 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 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, Kesko Corporation has
31,737,007 A shares and 66,908,035 B shares, or 98,645,042 shares in aggregate.
The A shares carry a total of 317,370,070 votes, and the B shares carry
66,908,035 votes, or the aggregate number of votes carried by the shares is
384,278,105.

Helsinki, 1 February 2012

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
Senior Vice President, Corporate Communications and Responsibility


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


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