Kesko Oyj : Notice of Annual General Meeting KESKO

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]