Share-based compensation plan

Share-based compensation plans 2014–2016 and 2011–2013

Kesko operates the 2014–2016 share-based compensation plan decided by the Board and intended for the Group's management personnel and other named key personnel as a continuation of the 2011–2013 share-based compensation plan. The plans allow a total maximum of 600,000 own B shares held by the company in treasury to be granted over the three-year periods.

Both share-based compensation plans have three vesting periods, namely the calendar years 2014, 2015 and 2016, and 2011, 2012 and 2013 respectively. Kesko's Board decides the target group and vesting criteria of each vesting period separately based on the Remuneration Committee's proposal, and the award possibly paid after the expiry of each vesting period is based on the fulfilment of the vesting criteria decided by the Board for the vesting period. The criteria for the 2014 vesting period were, as were the 2011–2013 vesting criteria, Kesko's basic earnings per share (EPS) excluding non-recurring items, the growth percentage of Kesko Group's sales exclusive of tax, and the percentage by which the total shareholder return of a Kesko B share exceeds the OMX Helsinki Benchmark Cap GI index.

The award possibly paid for a vesting period is paid partly in Kesko B shares and partly in cash. The cash component is used to pay the taxes and tax-like charges incurred by the award.

A commitment period of three calendar years following each vesting period is attached to the shares awarded in compensation, during which the shares must not be transferred. If a person's employment or service relationship terminates prior to the end of the commitment period, he/ she must return the shares subject to transfer restriction to Kesko or its designate without consideration. The return obligation does not apply if the grantee retires or dies during the commitment period.

Further information on treasury shares held by the company is available in section "Own shares".

The company has not issued options or other special rights entitling to shares.

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