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Kesko Oyj : Kesko's share-based compensation plan in 2013 and compensation in 2012



Kesko Oyj : Kesko's share-based compensation plan in 2013 and compensation in
                                     2012

KESKO CORPORATION STOCK EXCHANGE RELEASE 05.02.2013 AT 09.30 1(2)

Kesko Corporation's Board has decided the target group for the 2013 vesting
period under Kesko's three-year share-based compensation plan to consist of
some 150 Kesko management employees and other named key persons, the vesting
criteria for the vesting period, and the maximum share award amount of each
target group member. At the same time, the Board decided to grant a total of
66,276 own B shares held as treasury shares by the company, based on the
fulfilment of the vesting criteria of the 2012 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 the 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 payment 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 2011 and 2012 vesting
criteria, the 2013 vesting criteria are the the 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 2013
vesting period will be paid by the end of April 2014.

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

Based on the fulfilment of the vesting criteria of the 2012 vesting period of
the share-based compensation plan, a total of 66,276 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 2012
vesting period. The shares will be assigned to the grantees by the end of
April 2013 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 2015.

Under the plan, a total maximum of 600,000 own B shares held as treasury
shares by the company may be granted within three years. To date, the Board
has decided to grant a total of 160,151 B shares based on the fulfilment of
the vesting criteria of the 2011 and 2012 vesting periods. 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 granting of shares is based on the Board's authorisation by the Annual
General Meeting of 4 April 2011.

Further information is available from Riitta Laitasalo, Vice President, Human
Resources, tel. +358 1053 22060.

Kesko Corporation

Merja Haverinen
Vice President, Corporate Communications

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

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This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Kesko Oyj via Thomson Reuters ONE
HUG#1675461
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