Regulatory press release

K-ryhmä: Realisation of Kesko's share-based commitment and incentive plans PSP 2023-2026, KPSP 2022 and RSP 2022

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 second performance-based plan is the Key Personnel Share Plan (KPSP), first announced in a stock exchange release on 5 February 2020, and it has a one-year performance period followed by a two-year commitment period after which the share awards will be paid to the recipients. 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 2023 and 2024 performance periods of the share-based commitment and incentive plan PSP 2023-2026, to grant a total of 98,969 Kesko B shares held by the company as treasury shares to 52 members of management and other key persons who were included in the target group for the plan. The initiation of the PSP 2023-2026 was communicated in a stock exchange release on 2 February 2023. The shares are estimated to be transferred to the grantees during March 2025. The grantees cannot transfer or pledge these shares prior to the expiry of the related commitment period on 10 February 2027. Based on the fulfilment of the performance criteria for the 2022 performance period the share-based commitment and incentive plan KPSP 2022, the Board decided to grant a total of 39,185 Kesko B shares to 124 key employees in the target group of the plan. The Board also decided, based on promises made in accordance with the terms and conditions of the RSP 2022 plan, to grant a total of 250 Kesko B shares to a key person in the company. In accordance with the rules of the KPSP and RSP plans, the shares will be transferred to the grantees on 15 March 2025 at the latest. The share numbers represent net earnings, which are paid to participants in shares after deduction of applicable withholding tax and transfer tax on the gross amount of the share award.

The granting of the shares is based on the authorisation granted to the Board of Directors by the Annual General Meeting of 26 March 2024.

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 four times their fixed gross annual salary.

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

Kesko Corporation

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