Proposal of the Shareholders’ Nomination Board for the composition and remuneration of Tokmanni’s Board of Directors

Tokmanni Group Corporation        Stock exchange release        24 January 2023 at 1:00 pm

The Shareholders’ Nomination Board of Tokmanni Group Corporation proposes to the Annual General Meeting that the number of the members of the Board of Directors remain the same and will be six.

The Nomination Board proposes that the current members of the Board of Directors Thérèse Cedercreutz, Erkki Järvinen, Ulla Lettijeff, Harri Sivula and Seppo Saastamoinen will be re-elected. The Nomination Board also proposes that Mikko Bergman will be elected as a new member to the Board of Directors. Current Member of the Board of Directors Juha Blomster has notified that he is no longer available to be elected as a member of the Board.

All proposed persons have granted their consent to the position. The information relevant considering their service for the Board of Directors is available on Tokmanni Group Corporation’s website at https://ir.tokmanni.fi/en/agm2023.

All proposed persons are independent of the company and its major shareholders except Seppo Saastamoinen who is dependent of the company and its major shareholders. Although Harri Sivula has continuously been a member of Tokmanni's Board of Directors for more than ten years, Sivula is independent of the company based on the overall assessment.

The Nomination Board proposes to the Annual General Meeting that Seppo Saastamoinen is re-elected as the Chairman of the Board of Directors.

Remunerations of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the remunerations of the members of the Board of Directors are as follows:

• The Chairman of the Board of Directors will be paid EUR 84,000 as yearly remuneration; and
• A member of the Board of Directors will be paid EUR 30,000 as yearly remuneration.

In addition, the Chairman and the members of the Board of Directors will be paid an attendance fee per each meeting of the Board of Directors as follows:

• EUR 1,000 for those members of the Board of Directors who are domiciled in Finland;
• EUR 2,000 for those members of the Board of Directors who are domiciled elsewhere in Europe; and
• EUR 3,000 for those members of the Board of Directors who are domiciled outside Europe.

In addition, the Chairman of the Finance and Audit Committee will be paid EUR 1,000 as monthly remuneration.

The annual remuneration of the members of the Board of Directors is paid in company shares and in cash so that approximately 40% of the annual fee is paid in the company shares and the rest is paid in cash. The company will pay any costs and transfer tax related to the purchase of the company shares. The shares purchased for the Board member cannot be transferred until 3 years have passed from the date of purchase or before the Board member's membership in the Board has ended, whichever is earlier.

Board members' meeting fees and the Chairman of the Finance and Audit Committee’s remuneration will be paid in cash.

Members of the Shareholders’ Nomination Board

The Nomination Board consists of Jukka Vähäpesola, a representative nominated by Elo Mutual Pension Insurance Company, Hanna Kaskela, a representative nominated by Varma Mutual Pension Insurance Company, Esko Torsti, a representative nominated by Ilmarinen Mutual Pension Insurance Company and Jari Sonninen, a representative nominated by Takoa Invest Oy as well as Seppo Saastamoinen as an expert member. Tokmanni’s Nomination Board is chaired by Jari Sonninen.

For further Information, please contact

Tapio Arimo, CFO, tel. +358 20 728 7390, tapio.arimo(a)tokmanni.fi

Tokmanni in brief

Tokmanni is Finland’s leading variety discount retailer. Some 4,100 Tokmanni employees make customers’ everyday life and special occasions easier by offering a versatile and up-to-date assortment of Finnish and international brand-name products and other high-quality products at prices that are always affordable. With around 200 stores around Finland and an online store, Tokmanni is always close to its customers. In 2021, Tokmanni’s revenue was EUR 1,142 million and comparable EBIT amounted to EUR 106 million. Tokmanni's shares are listed on Nasdaq Helsinki.

Distribution

Nasdaq Helsinki
Key Media