Realisation of Kesko's share-based commitment and incentive plans PSP 2024-2027, KPSP 2023, KPSP 2024, RSP 2023 and RSP 2025

Kesko Corporation’s Board of Directors has decided on the vesting of the following share-based commitment and incentive plans, on the basis of which a total maximum of 207,818 B shares held by the company as treasury shares will be granted to the members of management and other key persons included in the plans’ target group.

The Board has decided to grant a total of 157,834 B shares based on the fulfilment of the performance criteria for the 2024-2025 performance period of the PSP 2024-2027, a total of 38,463 B shares based on the fulfilment of the performance criteria for the 2023 performance period of the KPSP 2023, and a total of 1,771 B shares based on the fulfilment of the performance criteria for the 2024 performance period of the KPSP 2024. The Board has also decided to grant a total of 7,250 B shares in accordance with the terms and conditions of the RSP 2023 plan, and 2,500 B shares in accordance with the terms and conditions of the RSP 2025 plan. The share numbers represent net earnings after the deduction of applicable withholding tax and transfer tax from the gross amount of the share award. The shares are to be granted to the grantees in March 2026. In the PSP plans, the grantees cannot transfer or pledge these shares prior to the expiry of the related commitment period on 10 February 2028. The shares awarded under the RSP 2025 plan are also subject to a transfer restriction, which will end on 1 March 2027.

The granting of the shares is based on the authorisation granted to the Board of Directors by the Annual General Meeting of 24 March 2025.

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 sustainability 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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