Kesko operates the 2011-2013 share-based compensation plan and the 2007 option scheme.
2011-2013 share-based compensation plan
Kesko operates the 2011-2013 share-based compensation plan designed for the Group's management personnel and other named key personnel, decided by the company's Board of Directors. The plan allows a total maximum of 600,000 treasury B shares held by the company to be issued over the three-year period.
The share-based compensation plan includes three vesting periods, namely the calendar years 2011, 2012 and 2013. Kesko's Board of Directors determines the target group and vesting criteria separately for each vesting period based on the Remuneration Committee's proposal, and the compensation possibly paid after each vesting period is based on the fulfilment of the vesting criteria determined for the vesting period by the Board. The criteria for the 2011 vesting period are Kesko's basic earnings per share (EPS) excluding non-recurring items, the 2011 performance of the Kesko Group's sales exclusive of tax, and the percentage by which the total shareholder return (TSR) of a Kesko B share exceeds the OMX Helsinki Benchmark Cap index.
The compensation possibly paid for a vesting period is paid in Kesko B shares. In addition, a cash compensation is paid to cover the taxes and tax related charges payable on the compensation.
A commitment period of three calendar years following each vesting period is attached to the shares issued in compensation, during which shares must not be transferred. If a person's employment or service relationship terminates prior to the end of the commitment period, he or she must return the shares subject to transfer restriction to Kesko without consideration.
Further information on treasury shares held by the company is available in section "Own shares".
Year 2007 stock option scheme
Kesko operates the option scheme designed mainly for the Kesko Group management personnel and other key personnel, resolved by the 2007 Annual General Meeting.
The option scheme comprises a total of 3,000,000 option rights. Each stock option entitles its holder to subscribe for one new Kesko Corporation B share. The stock options are marked with symbols 2007A (KESBVEW107, ISIN code FI0009637201), 2007B (KESBVEW207, ISIN code FI0009637219) and 2007C (KESBVEW307, ISIN code FI0009637227) in units of 1,000,000 options each.
The exercise periods of options shall be:
- for stock option 2007A, from 1 April 2010 until 30 April 2012 (subscription period has ended),
- for stock option 2007B, from 1 April 2011 until 30 April 2013 and
- for stock option 2007C, from 1 April 2012 until 30 April 2014.
The original subscription price for stock option 2007A was the trade volume weighted average quotation of a Kesko Corporation B share on the Helsinki Stock Exchange between 1 April and 30 April 2007 (EUR 45.82), for stock option 2007B, between 1 April and 30 April 2008 (EUR 26.57), and for stock option 2007C, between 1 April and 30 April 2009 (EUR 16.84). The subscription prices of shares subscribed for with stock options shall be reduced by the amount decided after the beginning of the period for the determination of the subscription price but before the subscription as at the record date for each dividend distribution or other distribution of funds.
After the dividend distribution 2011 the subscription price of a B share subscribed for with stock option 2007B is EUR 22.17 and with stock option 2007C EUR 13.44.
Under this stock option scheme a total of 3,000,000 B shares can be subscribed for. The share subscription price shall be recognised in the reserve of invested non-restricted equity.
Terms and conditions of the year 2007 stock option scheme
Share subscription with stock options
Shares can be subscribed for with 2007B and 2007C stock options at the asset management branches of Nordea Bank Finland Plc. The share subscription price with stock option 2007B is €22.17 and with stock option 2007C €13.44. The subscription price is to be paid in connection with subscription.
According to the terms of the schemes, shares subscribed for with stock options will entitle to dividends and carry other shareholder rights after the shares have been entered in the Trade Register.
Schedule for Trade Register entries in 2012
The following dates have been set as targets for Trade Register entries. They are not binding on Kesko. Kesko also reserves the right to change any of the dates given in the list below. Kesko is not responsible for any failure to make an entry on a date in the list.
The subscription dates listed below are dates by which share subscriptions with stock options and payments must arrive at an asset management branch of Nordea Bank Finland Plc in order that the subscribed shares can be entered in the Trade Register immediately on the following entry date. If a subscription and payment arrive later, the subscription will not be effected until after the entry date in question. In such a case, an application will be made for entering the subscribed shares in the Trade Register on the next entry date.
| Option scheme |
Subscription date |
Estimated Trade Register entry date |
| 2007 |
21 May 2012 |
5 June 2012 |
| 2007 |
16 July 2012 |
31 July 2012 |
| 2007 |
12 September 2012 |
27 September 2012 |
| 2007 |
15 October 2012 |
30 October 2012 |
| 2007 |
13 November 2012 |
28 November 2012 |
| 2007 |
7 December 2012 |
27 December 2012 |
* The share subcription period expires.
Share subscriptions with options
The 2007B options were listed on NASDAQ OMX Helsinki (the Helsinki stock exchange) on 1 April 2011 and the 2007C options on 2 April 2012.
By 16 May 2012, a total of 3,750 B shares had been subscribed with 2007B options. After these subscriptions, another 996,250 B shares can be subscribed with the 2007B options. No shares have been subscribed with the 2007A and 2007C options.
The shares have been included on the official list of the Helsinki stock exchange for public trading, the most recent ones since 2 August 2011.
Share of issued stock options of shares and votes
Presuming that shares are subscribed for with all of the 2,000,000 stock options exercisable under the year 2007 plans, the shares subscribed for with stock options account for 1.99% of shares and 0.52% of all votes. The subscriptions made with stock options may raise the number of the company's shares to 100,641,292, and the voting rights of all shares to 386,274,355 votes.
The company has not granted other options or special rights entitling to shares.