Kesko Oyj - Company Announcement

Kesko Corporation applies for listing 2003F stock options on the main list of Helsinki Stock Exchange

Kesko Corporation applies for listing the year 2003 scheme stock options under
the symbol 2003F, approved at the Annual General Meeting of 31 March 2003, 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 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 (€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 €17.98. 

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. 

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

Kesko Corporation



Paavo Moilanen
Senior Vice President, Corporate Communications


DISTRIBUTION
Helsinki Stock Exchange
Main news media








Enclosure

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.