Kesko Oyj - Company Announcement

Kesko's share-based compensation plan for years 2014 to 2016 and compensation in 2013

KESKO CORPORATION STOCK EXCHANGE RELEASE 04.02.2014 AT 09.20 1(2)

Kesko's share-based compensation plan for years 2014 to 2016 and compensation in
2013

Kesko Corporation's Board has decided on Kesko's share-based compensation plan
for the years 2014 to 2016. The plan's vesting criteria are the same as those of
the previous plan, implemented in 2011 to 2013. The Board decided the target
group for the 2014 vesting period of the share-based compensation plan to
consist of some 150 management employees and other named key persons. The Board
also decided the vesting criteria for the vesting period and the maximum share
award amount of each target group member. The Board also decided to grant a
total of  50,520 own B shares held as treasury shares by the company, based on
the fulfilment of the vesting criteria of the 2013 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
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 compensation 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 previous vesting criteria
for years 2011 to 2013, the 2014 vesting criteria are 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 2014
vesting period will be paid by the end of April 2015.

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 some or all of
the securities that are subject to a return obligation.

Based on the fulfilment of the vesting criteria of the 2013 vesting period of
the previous share-based compensation plan 2011 to 2013, a total of 50,520 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 2013 vesting period. The shares will be assigned to the grantees by the end
of April 2014 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 2016.

Under the plan decided for the years 2014 to 2016, a total maximum of 600,000
own B shares held as treasury shares by the company may be granted within these
three years. Under the previous plan, a total of 209,602 B shares were granted
based on the fulfilment of the vesting criteria of the 2011, 2012 and 2013
vesting periods. Of these, 8,066 B shares have been returned to the company. 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 Annual General Meeting of Kesko Corporation of 8 April 2013 authorised the
Board to decide on the acquisition of a maximum of 500,000 own B shares and to
grant a maximum of 1,000,000 own B shares held as treasury shares by the company
in order to carry out the company's incentive scheme, among other things.

Further information is available from Ari Svensk, Vice President, Human
Resources, tel. +358 105 322 080


Kesko Corporation



Merja Haverinen
Vice President, Group Communications


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


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