Decisions taken by Tokmanni Group Corporation's AGM and the constitutive meeting of the Board of Directors
Tokmanni Group Corporation Stock exchange release 23 March 2021 at 2:15 pm
Tokmanni Group Corporation's Annual General Meeting was held in Mäntsälä, Finland on 23 March 2021. The meeting was held based on the so-called temporary act so that shareholders participated in the meeting and exercised their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance.
The meeting approved the financial statements, considered the Remuneration Report for governing bodies and discharged the responsible parties from liability for the financial period 1 January–31 December 2020.
The General Meeting approved dividends in line with the Board of Director's proposal of EUR 0.85/share. The proposed dividend will be paid to shareholders who are registered in the company's shareholders register, maintained by Euroclear Finland, on the record date of the payment of the dividend. The record date for the payment of the dividend is 25 March 2021 and the date for the payment of the dividend is 9 April 2021.
Board composition and remuneration
The number of Members of the Board of Directors was confirmed as six. Re-elected as Members of the Board were Seppo Saastamoinen, Harri Sivula, Thérèse Cedercreutz, Juha Blomster, Erkki Järvinen and Ulla Lettijeff. Seppo Saastamoinen was re-elected as the Chairman of the Board of Directors.
The General Meeting confirmed an annual compensation of EUR 84,000 for the Chairman of the Board and EUR 30,000 for the member of the Board.
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.
Selection of the auditor and remuneration
The authorised public accountants PricewaterhouseCoopers Oy was nominated as the auditor for the term 2021. The principal auditor will be APA Maria Grönroos. The auditor is paid remuneration in accordance with a reasonable invoice.
Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Annual General Meeting decided to authorise the Board of Directors to decide on the repurchase or acceptance as pledge, using the Company’s unrestricted equity, of a maximum of 2,943,000 own shares, which corresponds to approximately 5% of the Company’s total shares at the time of convening the Annual General Meeting. The repurchase may take place in one or more tranches. The authorisation is proposed to include the right of the Board of Directors to decide on all other matters related to the repurchase and/or the acceptance as pledge of shares. The authorisation is proposed to be effective until the Annual General Meeting to be held in 2022, yet no further than until 30 June 2022.
Decisions taken in the constitutive meeting of the Board of Directors
At its constitutive meeting following the annual general meeting, the Board resolved to elect as members of the Finance and Audit Committee: Juha Blomster, Erkki Järvinen and Harri Sivula. Erkki Järvinen was elected as Chairman of the Finance and Audit Committee.
The minutes of the General Meeting will be available on Tokmanni’s website as of 6 April 2021 at the latest.
Mäntsälä 23 March 2021
Tokmanni Group Corporation
Board of Directors
For more information
Maarit Mikkonen, Head of IR and Communications, tel. +358 40 562 2282
Tokmanni in brief
Tokmanni is the largest general discount retailer in Finland measured by number of stores and revenue. In 2020, Tokmanni’s revenue was EUR 1 073.2 million and it has approximately 3,873 employees. Tokmanni is the only nationwide general discount retailer in Finland, with almost 200 stores across Finland.