Notice is given to Kesko Corporation's shareholders of the Annual General Meeting to be held at the Helsinki Fair Centre's congress wing, Messuaukio 1 (congress wing entrance), Helsinki, on Monday, 26 March 2007 at 13.00 hrs. The matters to be dealt with at the Annual General Meeting and those listed below will be on the agenda of the Meeting: 1. Presentation of the financial statements, the annual report and the audit report, and adoption of the financial statements 2. Use of profit The Board of Directors proposes that a dividend of €1.50 per share be paid for the year 2006 on the basis of the adopted balance sheet. The dividend shall be paid to shareholders registered in the Company's register of shareholders kept by the Finnish Central Securities Depository Ltd on 29 March 2007. The Board of Directors proposes that the dividend pay date be 5 April 2007. In addition, the Board of Directors proposes that €300,000.00 be reserved for charitable donations. 3. Discharging the Board of Directors' members and the Managing Director from liability 4. Fees of the Board of Directors' members and auditors, and reimbursement basis The Board of Directors proposes that the auditor be paid according to invoice. 5. Number and election of the Board of Directors' members According to the Articles of Association, the company's Board of Directors is formed of at least five (5) but no more than eight (8) members. The Annual General Meeting held on 27 March 2006 decided that the number of Board members is seven (7), and seven (7) members were elected to the Board for terms expiring in 2009, at the close of the third Annual General Meeting after the election, in accordance with the Articles of Association. 6. Number and election of auditors The Board of Directors proposes, on the recommendation of the Audit Committee, that the auditor be the firm of auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, who have announced Pekka Nikula, APA, to be their auditor with principal responsibility. 7. Proposal by the Board of Directors to amend the Articles of Association (Appendix 1) The Board of Directors proposes that the Articles of Association be amended. Most of the amendments are due to the new Companies Act. The most important amendments are the removal of rules on minimum and maximum capital, and that the company has one (1) auditor which should be a firm of auditors authorised by the Central Chamber of Commerce. 8. Share issue authorisation (Appendix 2) The Board of Directors proposes that the Annual General Meeting authorise the Board to decide about the issuance of new B shares. New B shares could be issued against payment either to company shareholders in proportion to their existing shareholdings regardless of whether they consist of A or B shares, or, deviating from shareholders' pre-emptive rights, 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 pre-emptive rights. The number of new shares issued would 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 for two (2) years after the decision of the Annual General Meeting. 9. Granting stock options (Appendix 3) The Board of Directors proposes that the Annual General Meeting decide about granting stock options for no consideration to the Kesko Group management and other key persons and to Sincera Oy, a subsidiary wholly owned by Kesko Corporation. The company has a weighty financial reason for granting stock options because they are part of Kesko's share-based incentive plan. Options are intended to motivate the management and other key persons to work on a long-term basis in order to increase shareholder value, and to align their interests with those of their employer. The aggregate number of options would be 3,000,000 at the maximum. The options would give right to subscribe for an aggregate maximum of 3,000,000 new B shares of the company. The share subscription price of a stock option would be based on the trade volume weighted average price of a Kesko Corporation B share on the Helsinki Stock Exchange in April 2007, 2008 and 2009. The exercise period for 2007A options would be from 1 April 2010 to 30 April 2012, for 2007B options from 1 April 2011 to 30 April 2013, and for 2007C options from 1 April 2012 to 30 April 2014. 10. Shareholder's proposal One of the shareholders, FIM Maltti Erikoissijoitusrahasto, proposes that new subsections 3-7 be added to §4 of the Articles of Association (if the Annual General Meeting approves the Board of Directors' proposal to amend the Articles of Association, new subsections 4-8 to §3) as follows: "An A share shall be converted into a B share at the request of the shareholder, or in case of nominee registered shares, at the request of the administrator of the nominee registration registered in the book entry securities register, if the conversion can be made within the limits of the maximum quantities established for the share series in these Articles of Association. The decision about the conversion of shares shall be made by the company's Board of Directors. A written document requesting the conversion submitted to the Board of Directors shall specify the number of shares to be converted and the book-entry account to which the book entry securities corresponding to the shares have been registered. A conversion request can be submitted at any other time except after the company's Board of Directors has made a decision to convene an Annual General Meeting. A request submitted between the said decision and the next Annual General Meeting shall be considered to have been submitted and shall be handled after the Annual General Meeting and, if the said Annual General Meeting makes decisions concerning the distribution of funds, share issue or other share-based right or share redemption, the record date established in such decisions. A conversion charge, in the amount decided by the Board of Directors not exceeding the actual cost incurred by the company from the conversion, shall be paid to the company. A share conversion request can be withdrawn until the date on which the conversion notice is entered in the Trade Register. The company shall submit the share conversion notice for registration without delay. The conversion shall take effect as soon as the notice has been registered. The company shall also notify the Trade Register of changes in the share series resulting from the conversion, and make any statutory notifications to the authorities and other registrars required for the validation of the conversion. The party requesting the conversion and the administrator of the book-entry securities system shall be notified of the conversion registration. The Board of Directors has the right to give more detailed instructions about the conversion procedure." Display for public inspection The financial statements and the proposals will be available for inspection by shareholders from 7 March 2007 on the company's Internet pages at www.kesko.fi/Investors, and at the company's main office at Satamakatu 3, Helsinki. Copies of the documents will be sent to shareholders on request. They will also be available at the Annual General Meeting. Right to attend Shareholders have the right to attend the Annual General Meeting if they are registered as shareholders in the company's register of shareholders kept by the Finnish Central Securities Depository Ltd on Friday, 16 March 2007, and have notified of their attendance to the Annual General Meeting not later than Monday, 19 March 2007 at 16.00. Registering in the shareholder register Holders of nominee-registered shares can be temporarily registered in the company's register of shareholders on 16 March 2007 for the purpose of attending the Annual General Meeting. The request for registration shall be made well in advance to the administrator of the nominee registration. Registration for the Annual General Meeting Shareholders wishing to attend the Annual General Meeting shall notify the company not later than 19 March 2007, at 16.00 hours, either - by mail to Kesko Corporation, Legal Affairs, Satamakatu 3, FI- 00016 Kesko, - by telephone +358 1053 23211, - by fax +358 1053 23421, - by e-mail to taina.hohtari @ kesko.fi, or - through the Internet pages at http://www.kesko.fi/Investors following the instructions given there. The notifications must be received by the end of the registration period. Shareholders are requested to advise their names, identity numbers or business IDs. Proxies Any proxies authorising the holders to attend the Annual General Meeting shall be sent to the above mailing address by the end of the registration period. Shareholders may use the proxy form at www.kesko.fi/Investors in giving the authorisation. Helsinki, 6 February 2007 KESKO CORPORATION'S BOARD OF DIRECTORS Further information is available from Anne Leppälä-Nilsson, General Counsel, telephone +358 1053 22347. Kesko Corporation Paavo Moilanen Senior Vice President, Corporate Communications DISTRIBUTION Helsinki Stock Exchange Main news media APPENDICES Appendix 1 (Translation) PROPOSAL BY KESKO CORPORATION'S BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION Kesko Corporation's Board of Directors proposes to the Annual General Meeting to be held on 26 March 2007 that the Articles of Association be amended. The Board of Directors estimates that the most important amendments would be the removal of the rules on minimum and maximum capital, and that the company would have one (1) auditor who shall be a firm of auditors authorised by the Central Chamber of Commerce. In addition, the Board of Directors proposes that the Annual General Meeting decide to authorise the Board of Directors to make any technical amendments to the Articles of Association that may be required in connection with the registration of the Articles of Association to the Trade Register. KESKO CORPORATIONS' ARTICLES OF ASSOCIATION (PROPOSAL) § 1 Company name and domicile The company name is Kesko Oyj, which is Kesko Abp in Swedish, Kesko Corporation in English and Kesko AG in German. The company domicile is Helsinki. § 2 Line of business The company acts as the parent company of the Kesko Group and conducts the operations specified later both by itself and through subsidiaries and joint ventures. The company carries on wholesale trade in consumer goods and capital goods. The company has consumer goods and other products made for it, and acts as an intermediary for raw materials, machines and equipment. The company also engages in distribution, forwarding, department store trade and other retail trade and restaurant business. The company provides services which support entrepreneurial-based retail trade in particular. The company develops business and co- operation concepts for the retail trade, arranges the building of business premises and information management systems and sells and leases them, and acts as an intermediary for the products and services needed in retail trading. The company engages in real estate and securities investment, as well as other investment activity. The company can also carry out other operations related to the business operations specified in this section. § 3 Shares The company has A shares and B shares. Concerning A shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), while concerning B shares the minimum number is one (1) and the maximum number two hundred and fifty million (250,000,000), provided that the total number of shares is at minimum two (2) and at maximum four hundred million (400,000,000). Each A share entitles the holder to ten (10) votes and each B share to one (1) vote. The company's shares are included in the book-entry securities system. § 4 Board of Directors The company has a Board of Directors, which is responsible for company management and the appropriate organisation of operations. The Board of Directors is formed of at least five (5) but no more than eight (8) members. The term of the Board of Directors' members is three (3) years so that the term begins at the close of the General Meeting electing the members and expires at the close of the third (3rd) subsequent Annual General Meeting. The Board of Directors elects a Chairman from among its members. The Board of Directors meets at the Chairman's request. The Board has a quorum when more than a half (1/2) of its members are present. If the votes are evenly divided, the opinion with which the Chairman agrees shall become the decision. § 5 Managing Director The company has a Managing Director who is the Chief Executive Officer. § 6 Auditor The company has one (1) auditor who shall be a firm of auditors authorised by the Central Chamber of Commerce. The term of the auditor is the company's financial period and the auditor's duties terminate at the close of the Annual General Meeting following the election. § 7 Right of representation The members of the Board of Directors, and the persons authorised by the Board of Directors, are entitled to sign for the company, always two (2) jointly. § 8 Financial period The company's financial period is the calendar year. § 9 Notice of meeting An invitation to a General Meeting shall be given to shareholders by means of an announcement which shall be published in at least two (2) national newspapers. The announcement shall be published at the earliest two (2) months and at the latest one (1) week before the date referred to in § 2.2 of chapter 4 of the Finnish Companies Act. To have the right to attend a General Meeting, shareholders shall register with the company not later than on the date stated in the announcement of the meeting, which date may not be earlier than ten (10) days prior to the meeting. § 10 Annual General Meeting The Annual General Meeting shall be held by the end of June each year. The following matters shall be on the agenda of the meeting: Presentation of: 1. the financial statements including the consolidated financial statements, and the annual report 2. the audit report; Decisions on: 3. the adoption of the financial statements; 4. the use of the profit shown in the balance sheet; 5. the discharge from liability of the members of the Board of Directors and the Managing Director; 6. the fees and the basis for the reimbursement of expenses to the members of the Board of Directors and the auditors; 7. the number of the Board of Directors' members; Election of: 8. the members of Board of Directors when needed and 9. the auditor. Appendix 2 (Translation) 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 26 March 2007 that the Board of Directors is authorised to decide about the issuance of new 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. The shares will not have a nominal value. Issue for consideration New B shares can only be issued against payment ("Issue for consideration"). Subscription right and directed issue The new shares can be issued: · 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 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 pre-emptive rights. Subscription price and its recognition in the balance sheet The Board of Directors decides about 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 for two (2) years after the decision by the General Meeting. Other terms The Board of Directors shall make decisions concerning any other matters relating to share issues. Appendix 3 PROPOSAL BY KESKO CORPORATION'S BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING TO GRANT STOCK OPTIONS Kesko Corporation's Board of Directors proposes to the Annual General Meeting to be held on 26 March 2007 that it decide on granting stock options to the management of Kesko Corporation and other Group companies, other key persons of the Group and Sincera Oy, a subsidiary wholly owned by Kesko Corporation, on the following terms and conditions. In addition, the Board of Directors proposes that the Annual General Meeting decide to authorise the Board of Directors to make any technical amendments to the terms and conditions of the stock options that may be required in connection with the registration of the options to the Trade Register. KESKO CORPORATION'S STOCK OPTION SCHEME 2007 TERMS AND CONDITIONS (PROPOSAL) I STOCK OPTION TERMS AND CONDITIONS 1. Number of stock options Kesko Corporation ("the Company") shall grant a maximum of 3,000,000 options which entitle to subscribe for a maximum number of 3,000,000 new Company B shares in aggregate. 2. Stock options 1. Of the stock options 1,000,000 shall be marked with the symbol 2007A, 1,000,000 with the symbol 2007B and 1,000,000 with the symbol 2007C. 2. The stock options shall be issued in the book-entry securities system. 3. Granting stock options 1. As decided by the Board of Directors, the stock options shall be granted for no consideration to the management of the Company and the other Group companies ("Kesko"), and to the rest of the key Kesko personnel ("Option recipients"). 2. To Sincera Oy ("Sincera"), a wholly owned subsidiary of the Company, shall be granted those options which, by virtue of the Board of Directors' decision, shall not be granted to the Option recipients. The Company's Board of Directors shall decide about granting options first granted to Sincera, or options returned to it, to Option recipients employed by Kesko or to be hired by Kesko. 3. At the issuing stage, all 2007B and 2007C options, and those of 2007A options not granted to Option recipients, shall be granted to Sincera. 4. The Company shall notify Option recipients about their eligibility in writing. Options shall be granted as soon as the Option recipient has accepted the offer made by the Company. 5. Since the options are intended to be part of Kesko's share- based incentive system, the Company has a statutory weighty financial reason for granting options. 4. Transferability of options and obligation to offer options 1. The options for which the share subscription period specified at Section II.2 has not begun must not be transferred to a third party or pledged. The stock options are freely transferable after the relevant share subscription period has begun. In case an Option recipient transfers his or her stock options, he or she is obliged to inform the Company without delay about the transfer in writing. The above notwithstanding, the Board of Directors may accept the transfer of stock options even prior to such date. 2. If an Option recipient ceases to be employed by the Kesko Group, for any reason other than his or her death, he or she must without delay offer, with no consideration, to the Company or to a party ordered by the Company, those stock options which were not exercisable by virtue of Section II.2 on the last day of his or her employment. However, the Board of Directors may, in individual cases, decide that the Option recipient may keep all or some of the options under offering obligation. 3. Regardless of whether the Option recipient has or has not offered his or her options to the Company or a party ordered by the Company, the Company may inform the Option recipient in writing that he or she has lost the options. Regardless of whether the Company or a party ordered by the Company has or has not been offered the stock options, the Company has right to apply for a transfer and to transfer all options under offering obligation from the Option recipient's book-entry account to an account indicated by the Company without the consent of the Option recipient. In addition, the Company has right to register any option transfer restrictions and other restrictions concerning the stock options to the Option recipient 's book-entry account without his or her consent. II SHARE SUBSCRIPTION TERMS AND CONDITIONS 1. Right to subscribe for new shares 1. Each stock option entitles its holder to subscribe for one (1) new Kesko B share. As a result of the subscriptions, the number of the Company shares may be increased by a maximum of 3,000,000 new B shares. The share subscription price shall be recognised in the reserve of invested non-restricted equity. 2. Sincera cannot subscribe for shares with stock options. 2. Subscription and payment 1. Subscription periods shall be: - for stock option 2007A 1 April 2010 - 30 April 2012, - for stock option 2007B 1 April 2011 - 30 April 2013 and - for stock option 2007C 1 April 2012 - 30 April 2014. 2. The share subscription shall take place at the main office of the Company or at some other location to be notified later by the Company. Payment for shares shall be effected upon subscription to the bank account appointed by the Company. The Company shall decide on all matters concerning share subscription. 3. Subscription price 1. The subscription price shall be: - for stock option 2007A, the trade volume weighted average quotation of the Company B share on the Helsinki Stock Exchange between 1 April and 30 April 2007, - for stock option 2007B, the trade volume weighted average quotation of the Company B share on the Helsinki Stock Exchange between 1 April and 30 April 2008 and - for stock option 2007C, the trade volume weighted average quotation of the Company B share on the Helsinki Stock Exchange between 1 April and 30 April 2009. 2. The subscription price of stock options shall be reduced in special situations at times specified hereinafter at Sections II.7.1 - II.7.2. The subscription price per share must nevertheless always be at least €0.01. 4. Registration of stock options and shares The stock options with which shares have been subscribed are removed from the holder's book-entry account and the shares subscribed for and fully paid are registered in the holder's book- entry account. 5. Shareholder rights Dividend rights of the shares and other shareholder rights commence after the shares have been entered in the Trade Register. 6. Share issues, options and other special rights before share subscription If the Company, prior to share subscription, decides to issue shares or new stock options or other special rights entitling to shares, stock option holders shall have the same or equal rights with shareholders. Equality is ensured in the manner determined by the Board of Directors, i.e. by adjusting the quantities of shares available for subscription, or share subscription prices, or both. 7. Rights in certain cases 1. If the Company distributes dividends or funds from the reserve of invested non-restricted equity, from the subscription price of a stock option is deducted the amount of the dividend or distributable invested non-restricted equity decided after the beginning of the period for the determination of the subscription price but before the subscription as at the record date for each dividend distribution or other distribution of funds. 2. If the Company reduces its share capital by distributing share capital to shareholders, from the subscription price of a stock option is deducted the amount of distributable share capital decided after the beginning of the period for the determination of the subscription price but before the subscription, as at the record date of repayment of share capital. 3. If the Company is placed in liquidation before the share subscription, the stock option holder is given an opportunity to subscribe for the shares with his or her options before the liquidation begins within a period of time determined by the Board of Directors. If the Company is removed from the register prior to the share subscription, the option holder has the same or equal rights with a shareholder. 4. If the Company decides to merge into another company as the company being acquired, or into a company to be formed in a combination merger, or if the Company decides to demerge, the stock option holders are given, prior to the merger or demerger, the right to subscribe for the shares with his or her stock options in a manner and within a period of time determined by the Board of Directors. If the transfer of stock options is prohibited by virtue of the above Section I.4.1, the stock option holder is, however, entitled to transfer his or her stock options prior to the merger or demerger within a period of time determined by the Board of Directors. The provisions of Chapter 16 Section 13 of the Finnish Companies Act shall be applied to the redemption of the stock options. 5. A buy-back or redemption of own shares by the Company, or the acquisition of stock options or other special rights entitling to shares by the Company, shall not affect the position of stock option holders. However, if the Company decides to acquire or redeem own shares from all shareholders, stock option holders shall be made an equal offer. 6. In case, before the end of subscription period, a situation referred to in Chapter 18 Section 1 of the Finnish Companies Act arises, in which a shareholder holds over 90% of all shares of the Company and therefore has the right and obligation to redeem all shares of the Company, the stock option holders are reserved the right to subscribe for the shares with their stock options within a period of time determined by the Company's Board of Directors. Option holders are also entitled to sell their options to the redeemer notwithstanding the transfer restriction referred to at item I.4.1. A shareholder whose ownership of Company shares and voting rights have exceeded 90%, is entitled to buy the stock options of the option holder, and when a shareholder exercises this right the stock option holder is under obligation to sell them to the shareholder at a current price. 7. If the Company, prior to the share subscription, decides to combine its share series, stock option holders have equal rights with the holders of the Company's B shares. III OTHER TERMS AND CONDITIONS 1. These terms and conditions are governed by Finnish law. Any disputes concerning stock options shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Central Chamber of Commerce of Finland. 2. The Company's Board of Directors shall decide on other matters relating to options and may impose binding rules on Option recipients. 3. The Company is entitled to withdraw, with no consideration, the stock options which have not been transferred or with which shares have not been subscribed for, if the stock option holder acts against these terms and conditions, decisions made or orders given by the Company Board of Directors on the basis of these terms and conditions, or applicable law or orders of the authorities. 4. These terms and conditions have been prepared in Finnish, Swedish and English. In case of any discrepancy between the Finnish, Swedish and English terms and conditions, the Finnish terms and conditions shall apply. 5. The stock option documentation is available for inspection at the Company's main office in Helsinki.