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2016-02-03

Kesko Oyj: Kesko's share-based compensation plan in 2016 and compensation in 2015

KESKO CORPORATION STOCK EXCHANGE RELEASE 03.02.2016 AT 09.04 1(2)

Kesko's share-based compensation plan in 2016 and compensation in 2015

Kesko Corporation's Board has decided for the target group of the 2016 vesting
period of Kesko's three-year (2014-2016) share-based compensation plan to
consist of approximately 150 Kesko management employees and other named key
persons, the vesting criteria of the vesting period and the maximum share
award amount of each member of the target group. At the same time, the Board
decided to grant a total of 140,365 own B shares held by the company as
treasury shares, based on the fulfilment of the vesting criteria of the 2015
vesting period of the share-based compensation plan.

The purpose of the share-based compensation plan is to promote Kesko's
business and to increase the company's value by combining the objectives of
the shareholders and the management employees. The plan commits the persons
to Kesko Group and gives them the opportunity to receive company shares upon
fulfilment of the objectives set in the share-based compensation plan.

In the share-based compensation plan, the award for each vesting period of a
calendar year is based on the fulfilment of the vesting criteria determined
by the Board separately for each vesting period. The criteria for the 2016
vesting period are, like the vesting criteria for the year 2015, Kesko
Group's sales growth percentage exclusive of tax, Kesko's basic earnings per
share (EPS) excluding non-recurring items and the percentage by which the
total earnings of a Kesko B share exceeds the OMX Helsinki Benchmark Cap
index. The award for the 2016 vesting period will be paid by the end of April
2017.

Following a vesting period, the shares granted as a share award carry a
commitment period of three calendar years, during which the shares are not
allowed to be assigned. If a person's employment or service relationship ends
prior to the expiry of a commitment period, he/she must, as a rule, return
the shares under the assignment restriction to Kesko without consideration.
In individual cases, the Board may also decide that the grantee can keep some
or all of the shares that are subject to the return obligation.

Based on the fulfilment of the vesting criteria of the 2015 vesting period of
the share-based compensation plan, a total of 140,365 own B shares held by
the company as treasury shares are granted to 142 Kesko management employees
and other named key persons included in the target group of the 2015 vesting
period. The shares will be assigned to the grantees by the end of April 2016
in accordance with the terms and conditions of the plan. The grantees cannot
assign or pledge these shares prior to the expiry of the related commitment
period on 31 December 2018.

Under the plan, a total maximum of 600,000 own B shares held by the company as
treasury shares can be granted in three years. In addition to shares granted
based on the fulfilment of the vesting criteria of each vesting period, a
cash component is paid to cover the taxes and tax-like charges incurred by
the award.

The shares are granted on the basis of the authorisation given to the Board at
the Annual General Meeting of 8 April 2013.

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

Kesko Corporation

Merja Haverinen
Vice President, Group Communications

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main news media
www.kesko.fi

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Kesko Oyj via Globenewswire

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