Kesko Oyj - Company Announcement

Kesko's share-based compensation plan in 2013 and compensation in 2012

KESKO CORPORATION STOCK EXCHANGE RELEASE 05.02.2013 AT 09.30 1(2)

Kesko Corporation's Board has decided the target group for the 2013 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 amount of each target group
member. At the same time, the Board decided to grant a total of 66,276 own B
shares held as treasury shares by the company, based on the fulfilment of the
vesting criteria of the 2012 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 and 2012 vesting criteria, the
2013 vesting criteria are the 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 2013 vesting period will
be paid by the end of April 2014.

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. In individual cases,
the Board may also decide that the grantee is entitled to keep the securities
that are subject to a return obligation, or some of them.

Based on the fulfilment of the vesting criteria of the 2012 vesting period of
the share-based compensation plan, a total of 66,276 own B shares held as
treasury shares by the company are granted to the about 150 Kesko management
employees and other named key people included in the target group of the 2012
vesting period. The shares will be assigned to the grantees by the end of April
2013 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 2015.

Under the plan, a total maximum of 600,000 own B shares held as treasury shares
by the company may be granted within three years. To date, the Board has decided
to grant a total of 160,151 B shares based on the fulfilment of the vesting
criteria of the 2011 and 2012 vesting periods. 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.

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


Kesko Corporation



Merja Haverinen
Vice President, Corporate Communications


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


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