Update to the Stock Exchange Release on 22 January 2025: Proposal of the Shareholders' Nomination Board for the Chairman of Tokmanni Group's Board of Directors

Tokmanni Group Corporation        Stock exchange release        7 April 2025 at 2:15 pm

The Shareholders' Nomination Board of Tokmanni Group Corporation has decided to amend its proposal for the election of the Chairman of the Board of Directors to the Annual General Meeting 2025. The Nomination Board proposes that Erkki Järvinen be elected as the Chairman of the Board. Järvinen has been a member of the Board of Directors of Tokmanni Group since 2018 and the Vice Chairman of the Board since 2024.

The current Chairman of the Board and the nominee for the Chairman according to the stock exchange release published on 22 January 2025, Seppo Saastamoinen, has notified the Nomination Board that he is no longer available for the position of Chairman of the Board due to personal reasons. The Nomination Board proposes to the Annual General Meeting, as previously announced, that Seppo Saastamoinen be re-elected as a member of the Board of Directors. Saastamoinen has been the Chairman of the Board of Tokmanni Group for seven years and a member of the Board since 2013.

Otherwise, the proposals of the Shareholders' Nomination Board remain unchanged (stock exchange release 22 January 2025). The updated proposal can be found in full below.

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

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 remains the same and be six.

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

Erja Hyrsky has extensive and long-term experience in retail business both in Finland and abroad. Hyrsky has in-depth expertise in the business of international and domestic suppliers, including Unilever and Procter & Gamble. Understanding supplier operations is also important in Tokmanni Group's business.

All proposed persons have granted their consent to being elected. The information relevant considering their service for the Board of Directors is available on Tokmanni Group Corporation’s website at ir.tokmanni.fi/en/agm2025.

All proposed persons are determined independent of the company and its major shareholders except Seppo Saastamoinen who is dependent of the company and its major shareholders.

The Nomination Board proposes to the Annual General Meeting that Erkki Järvinen be 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 70,000 as annual remuneration;
• The Deputy Chair of the Board of Directors will be paid EUR 47,000 as annual remuneration; and
• A member of the Board of Directors will be paid EUR 33,000 as annual 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 and the Sustainable and Personnel 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 and the Sustainable and Personnel Committee’s remuneration will be paid in cash.

Members of the Shareholders’ Nomination Board

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

For further Information, please contact

Mika Rautiainen, Tokmanni Group CEO, tel. +358 20 728 6061, mika.rautiainen(at)tokmanni.fi

Tokmanni Group in brief

Tokmanni Group Corporation is one of the leading variety discount retailers in the Nordics. More than 6,000 employees in Finland, Sweden and Denmark make customers’ everyday life and special occasions easier by offering a versatile and up-to-date assortment of nordic and international brand-name products and other high-quality products at prices that are always affordable. With more than 370 Tokmanni, Dollarstore, Big Dollar, Click Shoes and Shoe House stores and online stores, the Group is always close to its customers. In 2024, the Group's revenue was EUR 1 675 million and comparable EBIT amounted to EUR 100 million. The Tokmanni Group Corporation's shares are listed on Nasdaq Helsinki.

Distribution

Nasdaq Helsinki
Key Media