Kesko Oyj — Share Issue/Capital Change 2021

Feb 3, 2021

Realisation of the 2019 and 2020 performance periods of Kesko's share-based commitment and incentive plan PSP 2019-2022

Realisation of the 2019 and 2020 performance periods of Kesko's share-based commitment and incentive plan PSP 2019-2022

Kesko Corporation’s Board of Directors has decided, based on the fulfilment of
the performance criteria for the 2019 and 2020 performance periods of the share
-based commitment and incentive plan PSP 2019-2022, to grant a total of 782 731
own B shares held by the Company as treasury shares to the members of management
and other key persons who were included in the target group. The Board has also
decided, in accordance with the terms and conditions of the RSP 2018-2020 plan,
to grant a total of 30 708 Kesko B shares to key persons in the Company. The
share numbers represent gross earnings, from which the applicable withholding
tax is deducted and the remaining net amount is paid to the participants in
shares.

The share plans in Kesko’s share-based commitment and incentive scheme were
first communicated in a stock exchange release on 2 February 2017. The
Performance Share Plan (PSP) consists of individual annually commencing share
plans, each with a two-year performance period and a two-year commitment period
following the payment of the potential share award. The Restricted Share Pool
(RSP) plan consists of annually commencing share plans. Each RSP plan has a
three-year commitment period, after which the potentially granted share awards
of the individual plan will be paid to the participants. Share awards based on
the plans are paid in Kesko B shares.

Kesko Corporation’s Board of Directors has decided, based on the fulfilment of
the performance criteria for the 2019 and 2020 performance periods of the share
-based commitment and incentive plan PSP 2019-2022, to grant a total of 782 731
own B shares held by the Company as treasury shares to 107 members of management
and other key persons who were included in the target group. The initiation of
the PSP 2019-2022 was communicated in a stock exchange release on 20 March 2019.
The shares will be transferred to the grantees estimated during March 2021. The
grantees cannot transfer or pledge these shares prior to the expiry of the
related commitment period on 10 February 2023. The Board has also decided, based
on promises made in accordance with the terms and conditions of the RSP 2018
-2020 plan, to grant a total of 30 708 Kesko B shares to key persons in the
Company. In accordance with the rules of the RSP plan, the shares will be
transferred to the grantees on 15 March 2021 at the latest. The share numbers
represent gross earnings, from which the applicable withholding tax is deducted
and the remaining net amount is paid to the participants in shares. The granting
of shares is based on the authorisation granted to the Board of Directors by the
Annual General Meeting of 28 April 2020.
At its discretion, the Board may decide not to pay a share award or to recover
an award that has already been paid, if the recipient has been found guilty of
malpractice or an action in breach of Kesko’s ethical or responsibility
principles or guidance that, as a whole, cannot be considered insignificant, or
if there are weighty grounds for assuming that the recipient is guilty of such
acts.

The amount of share award paid to a share plan participant in a single year must
not exceed the maximum amount separately set by the Board of Directors.

Kesko applies a share ownership recommendation to the members of Kesko's Group
Management Board. According to the recommendation, each Group Management Board
member shall maintain a holding of at least fifty per cent of the net shares
they have received under the Company's share-based compensation scheme until
their holding of Kesko shares corresponds to at least their fixed gross annual
salary.

Further information is available from Matti Mettälä, Executive Vice President,
tel. +358 105 322 200.

Kesko Corporation

DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media
www.kesko.fi

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