2014-02-24 08:00:00 CET

2014-02-24 08:01:00 CET


REGULATED INFORMATION

English
Kesko Oyj - Notice to general meeting

Kesko Oyj : Notice of Annual General Meeting


KESKO CORPORATION STOCK EXCHANGE RELEASE 24.02.2014 AT 09.00 1(4)

Notice of Annual General Meeting

Notice is given to Kesko Corporation's shareholders of the Annual General
Meeting which will be held in Messukeskus Helsinki's Conference Centre,
Messuaukio 1 (Conference Centre entrance), Helsinki, on 7 April 2014 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 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 2013 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 €1.40 per share be paid for the year 2013
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 the record date for the payment of dividend, 10 April
2014. No dividend is paid on own shares held as treasury shares by the company
on the record date for the payment of dividend. The Board proposes that the
dividend pay date be 17 April 2014.

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 Kesko
Corporation shares have informed the company that they will propose at the
Annual General Meeting that a resolution be made to leave the Board members'
remuneration and the basis for reimbursement of their expenses unchanged. The
fees and the basis for reimbursement of expenses are as follows:

The Board Chair is paid an annual remuneration of €80,000, the Board Deputy
Chair €50,000, and a Board member €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 jointly representing over 10% of the votes carried by Kesko
Corporation shares have informed the company that they will propose at the
Annual General Meeting that a resolution be made to leave the number of members
of the Board unchanged at the present 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 Meetings held on 8 April 2013 and 16 April 2012 resolved the
number of Board members to be seven (7). The Annual General Meeting held on 16
April 2012 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, be elected as
the company's auditor. PricewaterhouseCoopers Oy have announced that if they are
elected as Kesko's auditor, Johan Kronberg, APA, will be their auditor with
principal responsibility.

16. Donations for charitable purposes

The Board proposes that the General Meeting 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 2015, and to decide on
the donation recipients, purposes of use and other terms of the donations.

17. 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/yhtiokokous/. Kesko Corporation's financial statements, the report
by the Board and the auditor's report will be made available on the company's
website on 6 March 2014. 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 on 17 April 2014 at the latest.

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 26 March 2014. Shareholders whose shares are registered
on their personal Finnish book-entry accounts are registered in the company's
register of shareholders.

A shareholder wishing to participate in the General Meeting should register for
it no later than 2 April 2014 at 16.00 EET by which time the registration will
have to be received at the company. The registration can be made either

 a. through the website at www.kesko.fi/yhtiokokous/ following the instructions
    provided there
 b. by e-mail to keskoyhtiokokous@ kesko.fi
 c. by telephone +358 1053 23211 (from Monday to Friday between 9 and 16)
 d. by fax +358 1053 23421, or
 e. by letter to Kesko Corporation, Group Legal Affairs, Satamakatu 3, FI-00016
    Kesko.


The registration information should include the shareholder's name, personal
ID/business ID, address, telephone number and a 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 26 March
2014. 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 2 April 2014 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
registering for the General Meeting from their custodian banks well in advance.
The account management organisation of the custodian bank should request a
holder of a nominee registered share wishing to participate in the General
Meeting to be registered in the company's temporary shareholder register no
later than the above deadline.

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 will have to 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 are to be identified in connection with the registration.

Possible proxy documents are to be delivered in originals to the above address
before the end of the registration period.

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.

As at the publication date of the notice of the General Meeting, Kesko
Corporation has a total of 31,737,007 A shares and 68,180,753 B shares, or
99,917,760 shares in aggregate. The A shares carry a total of 317,370,070 votes,
and the B shares carry 68,180,753 votes, or the aggregate number of votes
carried by the shares is 385,550,823.

Helsinki, 3 February 2014

KESKO CORPORATION

BOARD OF DIRECTORS


Further information is available from Senior Vice President, Group General
Counsel Anne Leppälä-Nilsson, tel. +358 105 322 347.

Kesko Corporation



Merja Haverinen
Vice President, Group Communications


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


[HUG#1764010]