Kesko Oyj - Company Announcement

Kesko Corporation 2003F stock options to the main list of Helsinki Stock Exchange

Kesko Corporation's year 2003 scheme stock options under the
symbol 2003F, approved at the Annual General Meeting of 31 March
2003, will be included on the main list of the Helsinki Stock
Exchange for public trading as from 2 April 2007.

The total number of year 2003 stock options under the symbol 2003F
(trading symbol: KESBVEW303; ISIN code: FI0009609333) is 600,000.
Each stock option entitles its holder to subscribe for one (1) new
Kesko Corporation B share during 1 April 2007 to 30 April 2010 at
a subscription price that corresponds to the trade volume weighted
average price of a Kesko Corporation B share on the Helsinki Stock
Exchange during the period 1 to 30 April 2005 (EUR 19.08), with a
deduction of the amount of dividends decided after the period for
the determination of the subscription price has begun but before
share subscription, on the record date of each dividend
distribution.

Currently the subscription price of a share subscribed for with a
2003F stock option is EUR 16.48.

Kesko Corporation's Annual General Meeting held on 31 March 2003
decided to gratuitously issue a total of 1,800,000 stock options
to the management of the Kesko Group as well as to a wholly-owned
subsidiary of Kesko Corporation. The options were marked with
symbols 2003D, 2003E and 2003F in units of 600,000 options each. A
deviation was made from the shareholders' pre-emptive right to
subscription since the stock options form a part of the incentive
and commitment programme for the management. The stock options
have been included in the book-entry securities system.

A total of 600,000 new Kesko Corporation B shares can be
subscribed for with the 2003F stock options. The company share
capital can increase by EUR 1,200,000 at the maximum as a result
of subscriptions made with the 2003F stock options. At present,
the total number of Kesko Corporation shares is 97,543,113, of
which 31,737,007 are A shares and 65,806,106 are B shares. Each A
share entitles the holder to ten (10) votes and each B share to
one (1) vote. Kesko Corporation's share capital is currently EUR
195,086,226.

The dividend right and other shareholder rights carried by shares
subscribed for with stock options take effect after the share
capital increase has been entered in the Trade Register.

On 23 February 2005, Financial Supervision granted the company a
permission to be exempted from the obligation to publish a
prospectus in connection with applying for listing stock options
on the main list of the Helsinki Stock Exchange and offering new
Kesko Corporation B shares subscribed for with stock options and
applying for their listing on the main list of the Helsinki Stock
Exchange.

The shares can be subscribed at the offices of Nordea Bank Finland
Plc.

Further information is available from Corporate Counsel Jarkko
Karjalainen, telephone +358 1053 22602.
Kesko Corporation



Harri Utoslahti
Communications Manager


DISTRIBUTION
Helsinki Stock Exchange
Main news media


Appendix

KESKO CORPORATION 2003 STOCK OPTION TERMS AND CONDITIONS

I STOCK OPTIONS

1. Number of Stock Options
The number of stock options issued will be 1,800,000, which
entitle to subscribe for a total of 1,800,000 B shares in Kesko
with a book counter-value of EUR 2.00 (B share).

2. Stock Options
Of the stock options 600,000 will be marked with the symbol 2003D,
600,000 will be marked with the symbol 2003E and 600,000 will be
marked with the symbol 2003F. The persons to whom stock options
will be issued will be notified in writing by the Company about
the offer of stock options. The stock options will be distributed
to the recipient when he or she has accepted the offer of the
Company. Stock options will be issued in the book-entry securities
system.

3. Right to Stock Options
The stock options shall, with deviation from the shareholders' pre-
emptive right to subscription, be gratuitously granted to the
management of the Kesko Group and to Sincera Oy (Sincera), a
wholly owned subsidiary of Kesko. It is proposed that the
shareholders' pre-emptive right to subscription be deviated from
since the stock options are intended to form part of the Kesko
Group's incentive and commitment program for the management.

4. Distribution of Stock Options
The Board of Directors decides upon the distribution of the stock
options. Sincera shall be distributed stock options to such extent
that the stock options are not distributed to management of the
Kesko Group. The Board of Directors of Kesko shall later on decide
upon the further distribution of the stock options issued to the
subsidiary, to the management employed by or to be recruited by
the Kesko Group. A proportion of the persons eligible for
subscription belongs to the inner circle of the Company.

Upon issue all stock options 2003E and 2003F and those stock
options 2003D, which shall not be distributed to the management,
shall be distributed to Sincera. Sincera shall distribute stock
options 2003D, 2003E and 2003F to the management employed by or to
be recruited by the Kesko Group by the resolution of the Board of
Directors of Kesko.

5. Transfer of Stock Options and Obligation to Offer Stock Options
The stock options, for which the share subscription period in
accordance with Section II.2 has not begun, cannot be transferred
to a third party or pledged. The stock options are freely
transferable, when the relevant share subscription period has
begun. Should the stock option owner transfer his/her stock
options, such person is obliged to inform the Company about the
transfer in writing without delay. The Board of Directors may, as
an exception to the above, permit the transfer of a stock option
also before such date.

Should a stock option owner cease to be employed by or in the
service of the Kesko Group, for any other reason than the death of
the employee before 1 April 2007, such person shall without delay
offer to the Company or its order, free of charge, the stock
options for which the share subscription period in accordance with
Section II.2 had not begun at the last day of such person's
employment or service. The Board of Directors can, however, in the
above-mentioned cases, decide that the stock option owner is
entitled to keep such stock options or a part of them, which are
under offering obligation.

Regardless of whether the stock option owner has offered his stock
options to the Company or not, the Company is entitled to inform
the stock option owner in writing that the stock option owner has
lost his stock options on the basis of the above-mentioned
reasons. The Company has the right, whether or not the stock
options have been offered to the Company, to request and get
transferred all the stock options, for which the share
subscription period had not begun, from the stock option owner's
book-entry account to the book-entry account appointed by the
Company without the consent of the stock option owner. In
addition, the Company is entitled to register transfer
restrictions and other restrictions concerning the stock options
to the stock option owner's book-entry account without the consent
of the stock option owner.

II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION

1. Right to Subscribe New Shares
Each stock option entitles its owner to subscribe for one (1) B
share in Kesko. The book counter-value of each B share is EUR
2.00. As a result of the subscriptions the share capital of Kesko
may be increased by a maximum of EUR 3,600,000 and the number of B
shares by a maximum of 1,800,000 new B shares.
Sincera, as a subsidiary of Kesko, shall not be entitled to
subscribe shares in Kesko on the basis of the stock options.

2. Share Subscription and Payment
The share subscription period shall be:
- for stock option 2003D 1 April 2005 - 30 April 2008,
- for stock option 2003E 1 April 2006 - 30 April 2009 and
- for stock option 2003F 1 April 2007 - 30 April 2010.

The share subscription shall take place at the head office of
Kesko or possibly at another location to be determined later. The
stock options with which shares have been subscribed shall be
deleted from the subscriber's book-entry account and shares fully
paid shall be transferred to the subscriber's book-entry account.
Payment for shares subscribed shall be effected upon subscription
to the bank account appointed by the Company. The Company shall
decide on all measures concerning the share subscription.

3. Share Subscription Price
The share subscription price shall be:
- for stock option 2003D the trade volume weighted average
quotation of the Kesko B share on the Helsinki Exchanges between 1
April and 30 April 2003,
- for stock option 2003E the trade volume weighted average
quotation of the Kesko B share on the Helsinki Exchanges between 1
April and 30 April 2004 and
- for stock option 2003F the trade volume weighted average
quotation of the Kesko B share on the Helsinki Exchanges between 1
April and 30 April 2005.

From the share subscription price of stock options shall, as per
the dividend record date, be deducted the amount of the dividend
decided after the beginning of the period for determination of the
subscription price but before share subscription. The share
subscription price shall nevertheless always amount to at least
the book counter-value of the share.

4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the
book-entry account of the subscriber.

5. Shareholder Rights
Dividend rights of the shares and other shareholder rights shall
commence when the increase of the share capital has been entered
into the Trade Register.

6. Share Issues, Convertible Bonds and Stock Options before Share
Subscription
Should the Company, before the share subscription, increase its
share capital through an issue of new shares, or issue of new
convertible bonds or stock options, a stock option owner shall
have the same right as or an equal right to that of a shareholder.
Equality is reached in the manner determined by the Board of
Directors by adjusting the number of shares available for
subscription, the share subscription price or both of these.

Should the Company, before the subscription for shares, increase
its share capital by way of a bonus issue, the subscription ratio
shall be amended so that the ratio to the share capital of shares
to be subscribed by virtue of stock options remains unchanged and
the share subscription price shall be amended accordingly. If the
number of shares that can be subscribed for by virtue of one stock
option should be a fraction, the fractional part shall be taken
into account by reducing the subscription price.

7. Rights in Certain Cases
If the Company reduces its share capital before the share
subscription, the subscription right accorded by the terms and
conditions of the stock options shall be adjusted accordingly as
specified in the resolution to reduce the share capital.

If the Company is placed in liquidation before the share
subscription, the stock option owner shall be given an opportunity
to exercise his subscription right before the liquidation begins
within a period of time determined by the Board of Directors.

If the Company resolves to merge in another company as the company
being acquired or in a company to be formed in a combination
merger or if the Company resolves to be divided, the stock option
owner shall, before the merger or division, be given the right to
subscribe for the shares with his stock options within a period of
time determined by the Board of Directors. After such date no
subscription right shall exist. In the above situations the stock
option owner has no right to require that the Company redeems the
stock options from him/her for market value.

If the Company, after the beginning of the share subscription
period, resolves to acquire its own shares by an offer made to all
shareholders, the stock option owners shall be made an equivalent
offer. In other cases acquisition of the Company's own shares does
not require the Company to take any action in relation to the
stock options.

In case, before the end of the subscription period, a situation,
as referred to in Chapter 14 Section 19 of the Finnish Companies
Act, in which a shareholder possesses over 90% of the shares of
the Company and therefore has the right and obligation to redeem
the shares of the remaining Shareholders, or a situation, as
referred to in Chapter 6 Section 6 of the Finnish Securities
Market Act, arise, the stock option owners shall be entitled to
use their right of subscription by virtue of the stock option
within a period of time determined by the Board of Directors.

If the number of the company's shares is changed while the share
capital remains unchanged, the share subscription terms and
conditions shall be amended so that the relative proportion of
shares available for subscription with the stock options to the
total number of the company's shares, as well as the share
subscription price total, remain the same.

If the Company, before the share subscription decides on combining
its share series, a stock option owner shall have an equal right
to that of a B shareholder.

Converting the Company from a public company into a private
company shall not affect the terms and conditions of the stock
options.

III OTHER MATTERS

The laws of Finland shall be applied to these terms and
conditions. Disputes arising in relation to the stock options
shall be settled by arbitration in accordance with the Arbitration
Rules of the Central Chamber of Commerce.

The Board of Directors may decide on technical amendments to these
terms and conditions, including those amendments and
specifications to the terms and conditions, which are not
considered essential. Other matters related to the stock options
are decided on by the Board of Directors. The stock option
documentation is kept available for inspection at the head office
of Kesko.

The Company is entitled to withdraw the stock options, which have
not been transferred, or with which shares have not been
subscribed, free of charge, if the stock option owner acts against
these terms and conditions, or against regulations given by the
Company on the basis of these terms and conditions, or against
applicable law, or against regulations by authorities.
These terms and conditions have been made in Finnish, Swedish and
English. In case of any discrepancy between the Finnish, Swedish
and English terms and conditions, the Finnish terms and conditions
are decisive.