Remuneration and other financial benefits of the members of the Board

The Annual General Meeting decides on the remuneration and other financial benefits of the members of Kesko's Board of Directors and its Committees annually. The Annual General Meeting held on 26 March 2024 resolved that the remuneration of Kesko Corporation's Board members and the reimbursement of their expenses in 2024-2025 are as follows:

• Board Chair, an annual fee of €107,000
• Board Deputy Chair, an annual fee of €66,000
• Board member, an annual fee of €50,000
• Board member who is the Chair of the Audit Committee, an annual fee of €66,000
• A meeting fee of €600/meeting for a Board meeting and its Committee's meeting. A meeting fee of €1,200/Board meeting for the Board Chair. However, a meeting fee of €1,200/Committee meeting to a Committee Chair who is not the Chair or Deputy Chair of the Board. The meeting fees are to be paid in cash.
• Daily allowances and the reimbursements of travel expenses are to be paid to the Board members in accordance with the general travel rules of Kesko.

 
 
The aforementioned annual fees will be paid in Kesko Corporation’s B shares and in cash, with approximately 30% of the remuneration paid in shares and the remaining amount paid in cash. The company will acquire the shares from the market or transfer shares held by the company as treasury shares in the name and on behalf of the Board members. The company is responsible for the costs arising from the acquisition of the shares. The shares are to be acquired or transferred to the Board members on the first working day to follow the publication of the interim report for the first quarter of 2024, or on first date enabled by applicable legislation. A Board member cannot transfer shares obtained in this manner until either three years have passed from the day the member has received the shares or their membership on the Board has ended, whichever comes first.

Board members do not have share compensation or share-based compensation schemes, nor do they participate in the other remuneration schemes or pension plans of the Company.