NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, JAPAN, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN OR INTO WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Kesko Corporation announced on 5 November 2026 the resolution of the Board of Directors of the company on the rights issue of B shares of approximately €650 million (the "Offering") and the terms and conditions of the Offering. In the Offering, the company offers its shareholders for subscription a maximum of 36,212,935 new B shares in the company (the "Offer Shares") in proportion to their existing holdings of A and/or B shares at a subscription price of €18.00 per Offer Share based on the authorisations granted by the Extraordinary General Meeting of the company held on 30 October 2026 and Annual General Meeting of the company on 26 March 2026. K-Retailers' Association, Ilmarinen Mutual Pension Insurance Company, Vähittäiskaupan Takaus Oy and Varma Mutual Pension Insurance Company have each separately and irrevocably committed to subscribe for on the basis of the subscription rights allocated to them in the Offering, an aggregate amount of approximately 14.5 per cent of the Offer Shares offered in the Offering.
The Finnish Financial Supervisory Authority has today, on 11 November 2026, approved the company's Finnish language prospectus in relation to the Offering (the "Prospectus"). The Prospectus and the English language translation of the Prospectus, including a Swedish language translation of the summary, and the documents incorporated by reference therein will be available at the latest on 12 November 2026 before the commencement of the subscription period on the Company's website at www.kesko.fi/anti and www.kesko.fi/en/share-issue. In addition, the Prospectus is available on Danske's website at www.danskebank.fi/kesko and Nordea's website at www.nordea.com/fi/kesko, and the English translation of the Prospectus is available on Danske's website at www.danskebank.fi/kesko-en and Nordea's website at www.nordea.com/fi/kesko.
The subscription period will commence on 12 November 2026 at 10:00 a.m. (Finnish time) and end on 26 November 2026 at 4:30 p.m. (Finnish time). Public trading in the subscription rights on the regulated market of Nasdaq Helsinki Ltd commences on 12 November 2026 at 10:00 a.m. (Finnish time) and ends on 20 November 2026 at 6:30 p.m. (Finnish time).
Danske Bank A/S, Finland Branch and Nordea Bank Abp act as the joint global coordinators for the Offering, and Crédit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch as the joint bookrunners for the Offering (together, the "Managers"). Nordea Bank Abp also acts as the issuer agent. Borenius Attorneys Ltd acts as legal adviser to the company. White & Case LLP acts as legal adviser to the Managers.
Further information:
Lasse Luukkainen, Executive Vice President, Legal and Sustainability, Kesko, tel. +358 105 322 818, lasse.luukkainen@kesko.fi
Anu Hämäläinen, Executive Vice President, Chief Financial Officer, Kesko, tel. +358 105 323 713, anu.hamalainen@kesko.fi
Hanna Jaakkola, Vice President, Investor Relations, Kesko, tel. +358 105 323 540, hanna.jaakkola@kesko.fi
Kesko Corporation
DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media
www.kesko.fi
Kesko and K-retailers together form K Group, whose retail sales total around €15 billion. K Group is the leading trading sector operator in Northern Europe and it employs approximately 39,000 people. Kesko operates in grocery trade, building and technical trade, and car trade. Its divisions and chains act in close cooperation with retailer entrepreneurs and other partners. Kesko's net sales total around €12 billion and Kesko employs approximately 19,000 people. Kesko's chain operations include approximately 1,700 stores in Finland, Sweden, Norway, Denmark, Poland, Estonia, Latvia and Lithuania. Kesko's shares are listed on Nasdaq Helsinki. The company's domicile and main premises are in Helsinki. www.kesko.fi
IMPORTANT INFORMATION
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, New Zealand, Japan, Singapore or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident of, or is located in, any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.
In any EEA Member State, other than Finland and Sweden, this release is only addressed to and is only directed to "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") or otherwise pursuant to an exemption under Article 1(4) of the Prospectus Regulation or, in the United Kingdom, to persons who are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024.
This release is being distributed to and is only directed at persons who (i) are outside the United Kingdom; (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) are high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as "relevant persons"). Any securities mentioned in this release are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the pertinence, accuracy, completeness or correctness of the information or the opinions contained in this release. Neither the company nor any of its respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
The Managers are acting exclusively for the company and no one else in connection with the Offering. The Managers will not regard any other person as their respective client in relation to the Offering. The Managers will not be responsible to anyone other than the company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.
This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims," "anticipates," "assumes," "believes," "could," "estimates," "expects," "intends," "may," "plans," "should," "will," "would" and similar expressions as they relate to the company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the company to differ materially from those expressed or implied in the forward-looking statements. Neither the company nor any of its affiliates, advisors, representatives or any other person undertakes any obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.