Kesko Corporation's Board of Directors has decided that the target group for the
2024-2025 performance period of Kesko's share-based commitment and incentive
plan PSP (Performance Share Plan) will comprise approximately 60 key members of
Kesko's management. The Board also decided that the target group for the KPSP
(Key Personnel Share Plan) for the 2024 performance period will comprise
approximately 160 other key persons at Kesko. The Board also confirmed the
criteria for 2024 for the PSP 2023-2026, PSP 2024-2027 and KPSP 2024. The Board
also decided to initiate a Restricted Share Pool (RSP) plan for 2024-2026.
Kesko's share-based commitment and incentive scheme comprises three share-based
plans. The PSP and RSP plans, which have been part of the scheme since 2017,
were first communicated in a stock exchange release on 2 February 2017. 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 potential share award. The second performance-based
plan is the Key Personnel Share Plan (KPSP) first initiated in 2020 (stock
exchange release on 5 February 2020), which has a one-year performance period
followed by a two-year commitment period after which the shares will be paid to
the recipients. The complementary Restricted Share Pool (RSP) plan consists of
annually commencing share plans. Each RSP plan has a three-year commitment
period. Share awards based on all the plans are paid in Kesko B shares.
Kesko Corporation's Board of Directors has decided that the target group for the
PSP 2024-2027 will comprise approximately 60 key members of Kesko's management.
The Board decided to set 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, as the performance criteria for the 2024
calendar year. The shares will be paid to the recipients after the financial
results release for the 2025 financial year, in March 2026 at the latest. A
maximum total of 729,360 Kesko B shares may be granted in relation to the PSP
2024-2027. This number of shares represents gross earnings, from which the
applicable taxes are deducted, and the remaining net amount is paid to the
participants in shares.
Kesko Corporation's Board of Directors has decided that the target group for the
Key Personnel Share Plan (KPSP) 2024 will comprise some 160 Kesko key persons
specified separately. The KPSP has a one-year performance period, the criteria
of which comprise indicators related to Kesko's profitability and the
profitability, growth and capital efficiency of the participant's area of
responsibility, and Kesko's share performance, targets measuring sustainability
and other participants' personal targets. The one-year performance period is
followed by a two-year commitment period, after which shares are paid to the
recipients after the financial results release for the 2026 financial year, in
March 2027 at the latest. A maximum total of 338,000 Kesko B shares may be
granted in relation to the KPSP 2024. This number of shares represents gross
earnings, from which the applicable taxes are deducted, and the remaining net
amount is paid to the participants in shares.
Kesko Corporation's Board of Directors has also decided on initiating a RSP plan
for 2024-2026. The plan 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 2024-2026 is 80,000 Kesko B shares. This number of
shares represents gross earnings, from which the applicable taxes are deducted,
and the remaining net amount is paid to the participants in shares. Any
potential share awards from the RSP plan beginning in 2024 will be paid out in
the March 2027.
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 responsibility
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
DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media
www.kesko.fi