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 2022 at 3:45 pm
Tokmanni Group Corporation's Annual General Meeting was held in Helsinki, Finland on 23 March 2022. 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 2021.
Dividend payment
The General Meeting approved dividends in line with the Board of Director's proposal of EUR 0.96/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 2022 and the date for the payment of the dividend is 8 April 2022.
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 2022. The principal auditor will be APA Ylva Eriksson. 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 includes 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 effective until the Annual General Meeting to be held in 2023, yet no further than until 30 June 2023.
Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Annual General Meeting decided to authorise the Board of Directors to decide on the issuance of at most 2,943,000 new shares or shares held by the company in one or more tranches through a share issue and/or by issuing options or other special rights entitling to shares as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act. 2,943,000 shares currently represent approximately 5.0% of Tokmanni's total number of registered shares. The authorisation includes the right of the Board of Directors to decide on any terms and conditions of the share issue and the issue of special rights referred to in Chapter 10 Section 1 of the Limited Liability Companies Act. The authorisation is effective until the Annual General Meeting to be held in 2023, yet no further than until 30 June 2023.
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 2022 at the latest.
Helsinki 23 March 2022
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 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
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