Decisions taken by Tokmanni Group Corporation's AGM and the constitutive meeting of the Board of Directors
Tokmanni Group Corporation Stock exchange release 22 March 2023 at 4:30 pm
Tokmanni Group Corporation's Annual General Meeting was held on 22 March 2023 at Tokmanni’s administration and logistics centre, address Isolammintie 1, 04600 Mäntsälä, Finland.
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 2022.
Use of the profit shown on the balance sheet and the payment of dividends
The General Meeting approved dividends in line with the Board of Director's proposal of EUR 0.76 per share. Of this dividend, EUR 0.38 will be paid to shareholders who are registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of the payment of the dividend, which is 24 March 2023. The dividend payment date is 12 April 2023.
In addition, the General Meeting authorised the Board of Directors to decide, at its discretion, on the distribution of a maximum dividend of EUR 0.38 per share in one instalment. This authorisation is valid until 31 December 2023. The company will announce the possible decision taken by the Board of Directors on the distribution of dividend and, in connection with this, confirm the record date and payment date of the dividend. The dividend based on the authorisation will be paid to shareholders registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the dividend record date.
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, Thérèse Cedercreutz, Erkki Järvinen, Ulla Lettijeff and Harri Sivula. Mikko Bergman was elected as a new member of the Board of Directors. 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.
The meeting fees of the Board members and the fee of the Chair of the Finance and Audit Committee are paid in cash.
Selection of the auditor and remuneration
The authorised public accountants PricewaterhouseCoopers Oy was nominated as the auditor for the term 2023. 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 repurchase and/or 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 and/or acceptance as pledge a maximum of 2,940,000 of the company’s own shares using the company’s unrestricted equity, corresponding to around 5 per cent of the company’s total number of shares at the time of publishing the Notice of the Annual General Meeting. The repurchase can take place in one or more tranches. The authorisation includes the right for 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 2024, but no longer than until 30 June 2024.
Authorising the Board of Directors to decide on the issue of shares as well as the issue of options and other special rights entitling to shares
The Annual General Meeting decided to authorise the Board of Directors to decide on assigning a maximum of 2,940,000 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. 2,940,000 shares currently represent approximately 5 per cent of Tokmanni’s total number of registered shares. The authorisation includes the right of the Board of Directors to decide on the terms and conditions of any share issue and any 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 2024, but no longer than until 30 June 2024.
Amendments to the Articles of Association
The General Meeting approved that section 9 of the Articles of Association be amended in such a way as to enable a general meeting of the shareholders to be arranged at the company’s domicile in Mäntsälä or in Helsinki, or as a remote meeting without any physical meeting venue. Following amendment, this provision in the Articles of Association will be as follows:
Ҥ 9 Notice of the Annual General Meeting
The notice convening the general meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or by a newspaper announcement which is published in one or more widely circulated daily newspapers chosen by the Board of Directors no earlier than three (3) months and no later than three (3) weeks before the meeting, and in any case at least nine (9) days before the record date of the general meeting of shareholders referred to in the Finnish Limited Liability Companies Act.
In order to be able to attend the general meeting of shareholders, the shareholder must notify the company at the latest on the date mentioned in the notice, which may be no earlier than ten (10) days before the general meeting of shareholders.
The venue for the general meeting of shareholders must be located in Helsinki or Mäntsälä, Finland.
The Board of Directors may also decide that a general meeting of shareholders be held without a venue in such a way that the shareholders may exercise their decision-making authority fully and in real time during the meeting with the help of a telecommunications connection and technical tool.”
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: Mikko Bergman, 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 2023 at the latest.
Mäntsälä, 22 March 2023
Tokmanni Group Corporation
Board of Directors
For further information, please contact
Maarit Mikkonen, Head of IR and Communications, tel. +358 40 562 2282
Marjut Aaltonen, Executive Assistant, tel. +358 400 836 413
Tokmanni in brief
Tokmanni is Finland’s leading variety discount retailer. Around 4,300 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 online stores and more than 200 Tokmanni, Miny, Click Shoes and Shoe House stores, Tokmanni is always close to its customers. In 2022, Tokmanni’s revenue was EUR 1,168 million and comparable EBIT amounted to EUR 86 million. Tokmanni's shares are listed on Nasdaq Helsinki.
Distribution
Nasdaq Helsinki
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