Kesko Corporation's Board of Directors has decided to establish the following
long-term share-based commitment and incentive plans for 2026-2029: the
Performance Share Plan President and CEO (PSP President and CEO), the
Performance Share Plan (PSP), the Key Personnel Share Plan (KPSP), and the
Restricted Share Pool (RSP). The Board has also confirmed the criteria for 2026
for the PSP President and CEO 2025-2028, the Bridge Plan 2025-2028, the PSP
President and CEO 2026-2029, the PSP 2025-2028, the PSP 2026-2029, and the KPSP
2026.
Kesko's share-based commitment and incentive scheme comprises five share-based
plans. Share awards based on all the plans are paid to the participants in Kesko
B shares.
The launch of the Performance Share Plan President and CEO (PSP President and
CEO) and the transitional Bridge Plan was communicated in a stock exchange
release on 5 February 2025. The PSP President and CEO consists of annually
commencing individual share plans, each with a three‑year performance period and
a one-year commitment period following the payment of a share award. A total
maximum of 113,820 B shares may be granted under the PSP President and CEO 2026
-2029. The shares will be paid to the President and CEO after the financial
results release for the 2028 financial year, in March 2029 at the latest. The
Board of Directors of Kesko Corporation has decided that the performance
criteria for the PSP President and CEO and the Bridge Plan in the 2026 calendar
year will be the development of Kesko Group's comparable tax-free sales (%),
Kesko Group's comparable return on capital employed (ROCE, %), the absolute
total shareholder return (TSR, %) of a Kesko B share, and a target measuring
Kesko's sustainability.
The Performance Share Plan (PSP) consists of individual annually commencing
share plans, each with a two-year performance period and a two-year commitment
period following the payment of the share award. The target group for the PSP
2026-2029 in the 2026-2027 performance period will comprise approximately 60 key
members of Kesko's management. A total maximum of 584,220 B shares may be
granted under the PSP 2026-2029, and the shares will be paid to the participants
after the financial results release for the 2027 financial year, in March 2028
at the latest. The Board of Directors of Kesko Corporation has decided that the
performance criteria for the ongoing PSPs for the 2026 calendar year are the
same as the criteria for the PSP President and CEO.
The Key Personnel Share Plan (KPSP) consists of individual annually commencing
share plans, each with a one-year performance period, followed by a two-year
commitment period, after which shares will be paid to the participants. The
target group for the KPSP 2026 in the 2026 performance period will comprise
approximately 170 other key persons in Kesko. A total maximum of 299,130 B
shares may be granted under the KPSP 2026, and the shares will be paid to the
participants after the financial results release for the 2028 financial year, in
March 2029 at the latest. The Board of Directors of Kesko Corporation has
decided that the criteria for the KPSP comprise indicators related to Kesko's
profitability and the profitability, growth and capital efficiency of the
participant's area of responsibility, to the performance of a Kesko B share, to
sustainability, as well as to other personal targets for the participant.
The fifth plan, the Restricted Share Pool (RSP), consists of annually commencing
share plans. Each RSP has a three-year commitment period, after which the
potentially granted share awards for an individual plan will be paid to the
participants in Kesko B shares, provided that their employment or service
relationships with Kesko Group are in force at the time of payment. The purpose
of the RSP plan is to serve as a complementary long-term share award plan to be
used as a commitment instrument for selected key persons in special situations.
In addition to the above employment condition, Kesko may set participant
-specific or company-specific terms, the fulfilment of which is a precondition
for the payment of restricted share awards. The total maximum amount of share
awards payable under the RSP 2026-2028 is 80,000 B shares. Any potential share
awards from the RSP plan beginning in 2026 will be paid out in March 2029.
The number of shares for the share plans represents gross earnings, from which
the applicable withholding tax and transfer tax are deducted, and the remaining
net amount is paid to the participants in shares.
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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