Kesko Oyj - Company Announcement

Kesko's share-based compensation plan in 2012 and compensation in 2011

KESKO CORPORATION STOCK EXCHANGE RELEASE 02.02.2012 AT 09.45 1(2)

Kesko Corporation's Board has decided the target group for the 2012 vesting
period under Kesko's three-year share-based compensation plan to consist of some
150 Kesko management employees and other named key persons, the vesting criteria
for the vesting period, and the maximum share award of each target group member.
At the same time, the Board decided to grant a total of 93,875 company B shares
based on the fulfilment of the vesting criteria of the 2011 vesting period of
the share-based compensation plan.

The purpose of the share-based compensation plan is to promote Kesko's business
and to increase the company's value by combining the objectives of the
shareholders and the management employees. The plan commits the grantees to the
Kesko Group and gives them the opportunity to receive company shares upon
fulfilment of the objectives set in the share-based compensation plan.

In the share-based payment plan, the award for each vesting period of a calendar
year is based on the fulfilment of the vesting criteria determined by the Board
separately for each vesting period. Like the 2011 vesting criteria, the 2012
vesting criteria are the Kesko Group's sales growth percentage exclusive of tax,
Kesko's basic earnings per share (EPS) excluding non-recurring items and the
percentage by which the total earnings of a Kesko B share exceeds the OMX
Helsinki Benchmark Cap index. The award for the 2012 vesting period will be paidby the end of April 2013.

Following a vesting period, the shares granted as a share award carry a
commitment period of three calendar years, during which the shares are not
allowed to be assigned. If a person's employment or service relationship ends
prior to the expiry of a commitment period, he/she must return the shares under
the assignment restriction to Kesko without consideration.

Based on the fulfilment of the vesting criteria of the 2011 vesting period of
the share-based payment plan, a total of 93,875 own B shares held by the company
are granted to the about 150 Kesko management employees and other named key
persons included in the target group of the 2011 vesting period. The shares will
be assigned to the grantees by the end of April 2012 in accordance with the
terms and conditions of the plan. The grantees cannot assign or pledge these
shares prior to the expiry of the related commitment period on 31 December 2014.

Under the plan, a total maximum of 600,000 own B shares held by the company may
be granted within three years. In addition to shares granted based on the
fulfilment of the vesting criteria of each vesting period, a cash component is
paid to cover the taxes and tax-like charges resulting from the award.

The granting of shares is based on the Board's authorisation by the Annual
General Meeting of 4 April 2011.

Kesko's share-based compensation plan was announced on a stock exchange release
on 4 April 2011.

Further information is available from Riitta Laitasalo, Senior Vice President,
Human Resources, tel. +358 1053 22060.


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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