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Kesko announced on Monday, 15 June 2026 that it has agreed to acquire the companies of leading Nordic technical trade operator Dahl in Sweden, Norway and Denmark. Below you will find some questions and answers concerning the transaction.

FINANCIAL FIGURES AND IMPACT

What is the operating profit for the companies to be acquired?

• We and the seller have agreed not to disclose operating profit figures for the companies to be acquired. All three companies are profitable, with the biggest one in Sweden being the most profitable.

How does Dahl’s operating margin compare to that of Kesko’s building and technical trade division? Dahl’s EBITDA of 7.1% is close to that of Kesko’s building and technical trade – how do you intend to increase value when the EBITDAs already align?

• We have agreed with the seller that operating profit figures for the acquired businesses will not be disclosed.

• When comparing the figures for Kesko and Dahl, it is worth noting that the figures for Kesko’s building and technical trade division also include building and home improvement trade. In technical trade, profitability is supported by a business model that relies less on, for example, the store network and more on high volumes, automated central warehouses and digital sales.

• Dahl represents technical trade, just like Onninen in Kesko. In 2025, the operating margin for Kesko’s technical trade was 3.9% and in 2024 it was 4.0%, while the figures for building and home improvement trade were 3.0% (2025) and 2.7 % (2024). In Finland, Onninen’s operating margin was 5.1% in 2025 and 6.1% in 2024.

• Dahl is 100% technical trade, and its business is based on automated central warehouses, with a high share of digital sales. Dahl’s digital sales account for around 35% of sales and Onninen’s for 39%.

Why does Kesko pursue this deal at a higher multiple than prior acquisitions?

• This is a very rare opportunity. Dahl is in the heart of our growth strategy for building and technical trade. It is a leading technical trade distributor in HPAC in the Nordics and from Kesko’s perspective the strategic fit is extraordinary.

• Valuation-wise we have considered Dahl’s long-term performance over the current low cycle and also future potential with strong market positions in the growing technical trade market. There’s also meaningful upside from operational perspective. On this basis, the deal is strategically compelling and financially accretive longer term.

What is the expected impact of the acquisition on earnings per share (EPS)?

• The impact on EPS will depend on the final structure of the long-term financing package. At this stage, the company does not intend to provide specific guidance on the immediate EPS impact of the transaction. Over the medium to long-term, however, the acquisition is expected to be EPS accretive, supported by disciplined strategy execution, as well as increased scale and market position.

Will the acquisition impact Kesko’s dividends?

• It will not: in the long-term, Kesko still aims to distribute a dividend of some 60-100% of its comparable earnings per share, taking into account the company’s financial position and strategy. 

What is the interest rate for financing the acquisition?

• In the bridge financing, the rate is close to Kesko’s current level. The interest for future refinancing depends also on market conditions, but our aim is to keep it at the same level as it would be without this kind of deal.  At the moment, we are at 3.3 -3.5 % on average in this type of financing.

How will the equity component be raised and when?

• The plan is for the equity component of the financing to be implemented through a share issue estimated at approximately €500–700 million. No decision has been made regarding the form of the equity issue, while the timing will be subject to securing the acquisition and market conditions.

• Kesko will assess financing alternatives at the later stage taking into account balance sheet considerations, market conditions and the interest of its shareholders.

• Kesko’s Board of Directors, or the General Meeting if necessary, will make a separate decision regarding the details of the issue at a later date. The Board has been authorised by Geneal Meeting to decide on the issuance of a maximum of 33,000,000 Kesko B shares.

DAHL AND ITS IMPACT ON KESKO’S OPERATIONS

How many stores does Dahl have in Sweden, Norway and Denmark?

• There are nearly 190 stores in total: 80 in Sweden, 54 in Norway and 53 in Denmark.

How has Dahl’s Nordic business developed this year versus 2025? Can you see signs of the market cycle turning

• We cannot disclose Dahl’s latest figures, but overall we can see that the market is gradually improving. New residential starts are still at the lower level, but we see that activity is going the right direction. It is worth noting that renovation building accounts for approximately half of Dahl’s sales, and the stable infrastructure construction business accounts for approximately one-third. We see a lot of opportunities in these businesses.

What kinds of synergies do you expect to obtain?

• We expect to see synergies in purchasing and own brand products, as well as in IT, for example. This is primarily a strategic acquisition, and synergies are not the main driver.

• In HPAC products, our sales volumes will close to triple from one €1 billion nearly €3 billion.

• We will leverage synergies between Dahl and Kesko businesses in different countries to drive, for example, a higher share in private labels. Dahl is already well managed – our priorities are to retain the heritage and customer relationships. This is not a headcount-reduction or cost-slashing case.

What will be Kesko’s market position and market shares following the acquisition?

• We are already the market leader in Finland with a market share of over 40%. Following the acquisition, we would be the market leader in Norway as well, with market share of some 40%, and #3 on the market in Sweden and Denmark, with market shares of 20% and below 20%, respectively.

The acquisition includes three central warehouses – are you anticipating investment needs related to those facilities?

• We do not anticipate any immediate investment needs: the warehouse in Sweden is only a couple of years old, and the facilities in Norway and Sweden have been updated and have a high level of automation.

Do the lease agreements of the companies to be acquired differ in length from those on Kesko’s building and technical trade?

• The lease agreements are aligned with those of Kesko.

• What will happen to Dahl’s operations in Finland and the Baltics?

• Kesko acquires Dahl businesses in Sweden, Norway and Denmark – we cannot comment on other operations on behalf of the seller. Kesko already has a strong market position in Finland and the Baltics.

How will the acquisition and building and technical trade becoming Kesko’s biggest division in terms of sales impact the grocery trade division and the car trade division?

• The acquisition will not impact Kesko’s grocery trade and car trade divisions, which have their own effective strategies that we will continue to execute.

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