Kesko's share-based compensation plan for years 2014 to

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News Desk 2018

Feb 4, 2014 at 2:30 AM

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 [HUG#1758945]

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