Kesko Oyj - Company Announcement

Proposals to Kesko Corporation's Annual General Meeting

KESKO CORPORATION STOCK EXCHANGE RELEASE 03.02.2011 AT 09.45 1(3)

Kesko Corporation's Board of Directors has decided to propose to the Annual
General Meeting to be held on 4 April 2011 that a dividend of €1.30 per share be
paid for 2010, that the Board of Directors be authorised to decide on the
acquisition of the company's own B shares, and on the issue of own B shares held
by the company. The proposals for the authorisation to acquire own B shares and
to issue them are partly related to the share-based compensation plan for
members of Kesko's management and selected other key personnel planned by the
Board of Directors. The Board's 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, 4 April 2011, 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 €1.30 per share be paid for
the year 2010 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 7 April 2011. The Board of Directors proposes that
the dividend pay date be 14 April 2011.

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.

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
date 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, to make
investments and/or other arrangements within the scope of the company's business
operations, and to implement the company's compensation plan.

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

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, to make investments or
other arrangements within the scope of the company's business operations, and to
implement the company's compensation 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, provided that the
company, taking into account the best interests of all of its shareholders, has
a particularly weighty financial reason.

The amount possibly paid for the company's own shares would be recorded in the
reserve of unrestricted equity.

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

Donations for charitable purposes

The Board of Directors proposes that the Annual General Meeting resolve to
authorise it to decide on the donations in 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.

Planned share-based compensation plan

The proposals for the authorisation to acquire own B shares and to issue them
are partly related to the Board's plan to execute a share-based compensation
plan for members of Kesko's management and selected other key personnel. The
purpose of the plan is to promote Kesko's business operations and to increase
the company's value by combining the objectives of the shareholders and these
persons. The plan is also intended to encourage the persons to commit to the
Kesko Group and enable them to acquire company shares, provided that the targets
defined in the share-based compensation plan are met.

The planned share-based compensation plan would include three vesting periods,
namely the calendar years 2011, 2012 and 2013. The compensation for each vesting
period would be based on the fulfilment of the vesting criteria determined by
the Board separately for each vesting period. According to a preliminary plan,
the criteria for the 2011 vesting period would be basic earnings per share (EPS)
excluding non-recurring items, the 2011 performance of Kesko's sales exclusive
of tax, and the percentage by which the total share revenue (TSR) of a Kesko B
share exceeds the OMX Helsinki Benchmark Cap index in 2011. The compensation
possibly paid for a vesting period would be paid partly in the company's B
shares and partly in cash. The plan would enable a total maximum of 600,000 B
shares to be issued. The cash amount would cover the taxes and tax related
charges payable on the compensation.

The intention is to attach a commitment period of three calendar years following
each vesting period to the shares in issue. If a person's employment or service
relationship terminates prior to the end of the commitment period, he or she
must return the shares under delivery restriction without consideration to the
company, or a party assigned by it.

The plan target group is intended to comprise about 150 persons.

The Board of Directors will decide about the possible adoption of the share-
based compensation plan separately at a later date. The adoption of the share-
based compensation plan is also conditional on the Annual General Meeting
authorising the Board of Directors to acquire and issue the company's own B
shares for the purpose of executing the share-based compensation plan.

Available documents

The financial statements and the proposals of the Board of Directors and its
Audit Committee will be made available for shareholders on the company's website
on week 10. Copies of the documents will be sent to shareholders on request.
They will also be available at the Annual General Meeting.

Notice of the Annual General Meeting

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

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


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