Notice of Tokmanni Group Corporation’s Annual General Meeting
Tokmanni Group Corporation Stock exchange release 22 March 2024 at 9:00 a.m.
The shareholders of Tokmanni Group Corporation are hereby invited to the Annual General Meeting to be held on Tuesday 23 April 2024 at 10:00 a.m. at Tokmanni’s administration and logistics centre at the address Isolammintie 1, 04600 Mäntsälä, Finland. The reception of persons who have registered for the meeting and distribution of voting tickets as well as coffee service will commence at 9:00 a.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the person to scrutinise the minutes and the person to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the Board of Directors’ report and the Auditor’s report for 2023
- Review by the President and CEO.
The company’s financial statements, the Board of Directors’ report and the Auditor’s report will be available on the company’s website at https://ir.tokmanni.fi/en/investors/reports-and-presentations from 12 April 2024.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that a maximum dividend of EUR 0.76 per share, or a total of EUR 44,706,782.64, be distributed as dividend for the financial year ended 31 December 2023. 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 25 April 2024. The Board of Directors proposes 8 May 2024 as the dividend payment date. The remainder of the distributable assets will remain in equity. The company’s solvency is good, and the proposed dividend distribution will not endanger the company’s solvency in the view of the Board of Directors.
In addition, the Board of Directors proposes that the 2024 Annual General Meeting authorise 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 would be valid until 31 December 2024. The company will announce the possible decision taken by the Board of Directors on the distribution of a 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.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Presentation of the Remuneration Report for governing bodies
The Board proposes that the Remuneration Report for governing bodies 2023 be approved. The resolution on approving the Remuneration Report is advisory.
The Remuneration Report will be available on the company’s website at https://ir.tokmanni.fi/en/investors/corporate-governance/remuneration as of 12 April 2024.
11. Presentation of the remuneration policy for governing bodies
The Board of Directors proposes that the remuneration policy for governing bodies be approved. The resolution on approving the remuneration policy is advisory.
The remuneration policy has been appended to this Notice of the Annual General Meeting and is available on Tokmanni’s website at https://ir.tokmanni.fi/en/investors/corporate-governance/remuneration.
12. Resolution on the fees of the members of the Board of Directors
The Shareholders’ Nomination Committee proposes that the fees of the members of the Board of Directors be as follows:
- The Chair of the Board will be paid an annual fee of EUR 70,000;
- The Vice-Chair of the Board will be paid an annual fee of EUR 47,000; and
- Each Board member will be paid an annual fee of EUR 33,000.
In addition, the Chair and the members of the Board of Directors will be paid an attendance fee for each meeting of the Board of Directors as follows:
- EUR 1,000 for members whose place of residence is in Finland;
- EUR 2,000 for members whose place of residence is in another European country; and
- EUR 3,000 for members whose place of residence is outside Europe.
The Chair of the Finance and Audit Committee and the Chair of the Sustainability and Personnel Committee will additionally be paid a monthly fee of EUR 1,000.
The Board members’ annual fee will be paid in company shares and in cash. Around 40 per cent of the annual fee will be used to purchase company shares for the Board member, and the rest of the annual fee will be paid in cash. The company will be responsible for the expenses and transfer tax arising from the acquisition of shares. Board members may not transfer shares acquired for them until three years have passed from the date of acquisition or before their retirement from the Board, depending on which comes earlier.
The meeting fees of the Board members and the fees of the Chair of the Finance and Audit Committee and the Chair of the Sustainability and People Committee are paid in cash.
13. Resolution on the number of members of the Board of Directors
Under the Articles of Association, the company’s Board of Directors must have at least three and at most eight ordinary members.
The shareholders’ Nomination Committee proposes to the Annual General Meeting that the number of Board members remain the same, at six.
14. Election of the members of the Board of Directors
The Shareholders’ Nomination Committee proposes that the following persons be elected as members of the Board of Directors for a one-year term in accordance with the Articles of Association, beginning at the close of the Annual General Meeting 2024 and ending at the close of the Annual General Meeting 2025.
The Nomination Committee proposes that Seppo Saastamoinen, Harri Sivula, Erkki Järvinen, Ulla Serlenius and Mikko Bergman be re-elected as members of the company’s Board of Directors. The Nomination Committee proposes that Eja Tuominen be elected as a new member of the Board of Directors. Current Board member Thérèse Cedercreutz has announced that she is no longer available to serve on the Board.
All the candidates have given their consent to the positions. The relevant information concerning the candidates’ service for the Board of Directors is available on Tokmanni Group Corporation’s website at https://ir.tokmanni.fi/en/agm2024.
The Nomination Committee states that all the candidates are independent of the company and its major shareholders except for Seppo Saastamoinen who is dependent on the company and its major shareholders. With regard to Harri Sivula, the Nomination Board states that although Sivula has been a member of Tokmanni’s Board of Directors for more than ten years without interruption, the overall assessment is that Sivula is independent of the company.
The Nomination Committee proposes to the Annual General Meeting that Seppo Saastamoinen is re-elected as the Chair of the Board of Directors.
15. Resolution on the Auditor’s fee and criteria for expense compensation
The Board proposes that the Auditor to be elected be paid a fee in accordance with a reasonable invoice.
16. Election of the Auditor
In accordance with the proposal of the Finance and Audit Committee, the Board of Directors proposes that the firm of auditors PricewaterhouseCoopers Oy be re-elected as the company’s Auditor. The principal Auditor designated by the firm of auditors PricewaterhouseCoopers Oy would be APA Ylva Eriksson, should the company be elected as Auditor. The term of office of the Auditor ends at the close of the Annual General Meeting following the election of the Auditor.
The Finance and Audit Committee confirms that its recommendation is free from third party influence and that the Committee is not required to comply with the contractual clause referred to in Articles 16(6) of the EU Audit Regulation (537/2014), which would restrict a general meeting’s the election of an Auditor.
17. Resolution on the remuneration of the Sustainability Auditor
In accordance with the recommendation of the Sustainability and People Committee, the Board of Directors proposes to the Annual General Meeting that the elected Sustainability Auditor be paid a fee and compensation for expenses according to a reasonable invoice.
18. Electing an Authorised Sustainability Auditor
In accordance with the proposal of the Sustainability and People Committee, the Board of Directors proposes that the authorised sustainability audit firm PricewaterhouseCoopers Oy be elected as the Sustainability Auditor. The company’s key Sustainability Auditor designated by the sustainability audit firm PricewaterhouseCoopers Oy would be APA, authorised Sustainability Auditor Ylva Eriksson, should the company be elected as the Sustainability Auditor. The term of office of the Sustainability Auditor ends at the close of the Annual General Meeting following the election of the Auditor.
19. Amendments to the Articles of Association
Due to the new regulation concerning a Sustainability Auditor, the Board of Directors proposes to the General Meeting that a new provision on a Sustainability Auditor be added to the Articles of Association as Article 9 and that, as a result of this change, the numbering of the current Articles 9 to 10 of the Articles of Association be changed to Articles 10 to 11, respectively.
The Board further proposes that the future Article 11 (currently Article 10) of the Articles of Association be amended by adding a reference to the remuneration of the Sustainability Auditor to the matters to be discussed at the Annual General Meeting and by adding a new reference to the election of the Sustainability Auditor at the end of the provision.
According to the proposal, the new Article 9 of the Articles of Association would read in full as follows:
Ҥ 9 Sustainability Auditor
A single authorised sustainability audit firm shall be elected as the company’s Sustainability Auditor, the key Sustainability Auditor designated by which must be an authorised Sustainability Auditor (ASA). The term of office of the Sustainability Auditor ends at the close of the first Annual General Meeting following the election.”
According to the proposal, Article 11 (now Article 10) of the Articles of Association would read in full as follows:
" § 11 Annual General Meeting
The annual general meeting of shareholders of the company must be held within six (6) months from the date when the accounting period ended.
At the meeting:
the following are presented
1. the financial statements, which include the consolidated financial statements, and the report of the Board of Directors; and
2. the Auditor’s report;
the following are resolved upon
3. the adoption of the financial statements;
4. the use of profits shown in the balance sheet;
5. the discharge of members of the Board of Directors and the President and CEO from liability;
6. the adoption of the remuneration policy, as necessary;
7. the adoption of the remuneration report;
8. the remuneration of the members of the Board of Directors and the Auditor and the Sustainability Auditor;
9. the number of members of the Board of Directors; and
the following are elected
10. Chair and members of the Board of Directors;
11. the Auditor; and
12. the Sustainability Auditor; and
the following are considered
13. other matters mentioned in the notice of the meeting, if any.”
20. Authorising the Board of Directors to decide on repurchase and/or acceptance as pledge of the company’s own shares
The Board of Directors proposes that the Annual General Meeting 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 own shares can also be accepted as a pledge otherwise than in proportion to the shareholders’ current shareholdings in the company (directed acceptance as pledge). The shares shall be repurchased otherwise than in proportion to the shareholders’ current shareholdings in the company in public trading arranged by Nasdaq Helsinki Ltd at the trading price quoted at the time of repurchase (directed repurchase). The shares shall be repurchased and paid for in accordance with the rules of Nasdaq Helsinki Ltd.
The company may repurchase the shares to execute its incentive scheme, corporate acquisitions or other business arrangements, or investments related to the company’s operations, to improve its capital structure, or to be otherwise further transferred, retained by the company or cancelled.
It is proposed that the authorisation include 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. It is proposed that the authorisation be effective until the Annual General Meeting to be held in 2025, but no longer than until 30 June 2025.
The decision concerning the authorisation requires a qualified majority of at least two-thirds of the votes cast and the shares represented at the meeting.
21. 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 Board of Directors proposes that the Annual General Meeting 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 Group Corporation’s total number of registered shares.
It is proposed that the authorisation be used for the implementation of the company’s incentive scheme or for the execution of any acquisitions or other arrangements or investments relating to the company’s business or for other purposes subject to a decision by the Board of Directors.
The share issue may be without consideration only if the shares are issued for the implementation of the company’s incentive scheme or to the company itself, subject to the provisions of the Limited Liability Companies Act on the maximum number of treasury shares.
It is proposed that the authorisation include 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 thus also includes the right to issue shares in a proportion other than that of the shareholders’ current shareholdings in the company under the conditions provided in law.
It is proposed that the authorisation be effective until the Annual General Meeting to be held in 2025, but no longer than until 30 June 2025.
The decision concerning the authorisation requires a qualified majority of at least two-thirds of the votes cast and the shares represented at the meeting.
22. Closing the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The aforementioned proposed resolutions on the agenda and the notice of the Annual General Meeting as well as this notice are available on Tokmanni Group Corporation’s website at https://ir.tokmanni.fi/en/agm2024. Tokmanni Group Corporation’s financial statements, the report of the Board of Directors, the Auditor’s report, the company’s Corporate Governance Statement as well as the remuneration policy and the Remuneration Report will become available on the aforementioned website on 12 April 2024 at the latest. Copies of the proposed resolutions, of the aforementioned other documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will become available on the aforementioned website as of 6 May 2024 at the latest.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING
1. Right to participate of a shareholder registered in the shareholders’ register
Each shareholder who is registered in the shareholders’ register of the company maintained by Euroclear Finland Ltd on the record date of the Annual General Meeting, which is 11 April 2024, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal book-entry account, is registered in the shareholders’ register of the company.
Changes in the holding of shares that take place after the record date of the Annual General Meeting have no effect on the right to participate or to vote in the meeting.
2. Notice of participation of a shareholder registered in the shareholders’ register
Registration for the Annual General Meeting will begin on 25 March 2024 at 10:00 a.m. A shareholder entered in the company’s shareholders’ register who wishes to participate in the Annual General Meeting must register for the Annual General Meeting by 18 April 2024 at 10:00 a.m. at the latest, by which time the notice of participation must be received.
In connection with the registration, each shareholder must submit the requested information, such as the shareholder’s name, personal identity code and contact details, and the name and personal identity code of any assistant or proxy representative. Personal data disclosed by shareholders to Tokmanni Group Corporation or Innovatics Oy in connection with the registration will only be used in connection with the Annual General Meeting and the necessary handling of registrations related to it.
Shareholders with a Finnish book-entry account can register for the Annual General Meeting during the period between 25 March 2024 at 10:00 a.m. and 18 April 2024 at 10:00 a.m. in the following ways:
a) Via the company’s website at the address https://ir.tokmanni.fi/en/agm2024.
Online registration requires that the shareholders or their statutory representatives or proxy representatives complete strong electronic authentication using online banking codes or a mobile certificate.
b) By regular mail, e-mail or telephone as described in more detail below
By regular mail sent to Innovatics Oy, Annual General Meeting / Tokmanni Group Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to agm@innovatics.fi, or by telephone on +358 10 2818 909 on business days during the registration period at 9:00 a.m.–12:00 p.m. and 1:00 p.m.–4:00 p.m.
Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative must use strong electronic authentication when registering for the meeting, after which he/she may register on behalf of the shareholder whom they represent. The proxy representative must produce a dated proxy document or otherwise demonstrate his/her right to represent the shareholder in a reliable manner. The statutory right of representation may be demonstrated by using the suomi.fi e-Authorisation service which is in use in the online registration service. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be declared in connection with the registration for the Annual General Meeting.
A shareholder’s proxy representative must deliver the duly completed and signed proxy documents in accordance with the instructions provided on the form, primarily as attachments in connection with electronic registration, or by mail to the address Innovatics Oy, Annual General Meeting / Tokmanni Group Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi before the deadline for delivering the notice of participation on 18 April 2024 at 10:00 a.m., by which time the documents must be received.
4. Holder of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she would be entitled to be registered on the record date of the Annual General Meeting on 11 April 2024 in the shareholders’ register of the company held by Euroclear Finland Oy. In addition, the right to participate in the Annual General Meeting requires that the shareholder has been temporarily registered on the basis of such shares into the shareholders’ register held by Euroclear Finland Ltd at the latest by 18 April 2024 at 10:00 a.m. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the holding of shares that take place after the record date of the Annual General Meeting have no effect on the right to participate or the shareholder’s number of votes.
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholder register of the company, the issuing of proxy documents and voting instructions, and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank must register the holder of the nominee-registered shares who wishes to participate in the Annual General Meeting, to be temporarily entered in the company’s shareholder register no later than the time mentioned above. Further information is also available on the company’s website at the address https://ir.tokmanni.fi/en/agm2024.
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholder register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank must notify the holder of the nominee-registered shares who wishes to participate in the Annual General Meeting to be entered in the company’s temporary shareholder register within the registration period applicable to the nominee-registered shares.
5. Other instructions/information
The language of the meeting is Finnish.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, section 25, of the Limited Liability Companies Act.
Shareholders, their representative or proxies must be able to prove their identity and/or right of representation at the place of the meeting, if necessary.
On the date of this Notice of the meeting, 22 March 2024, the total number of shares and votes in Tokmanni Group Corporation is 58,868,752. On 22 March 2024, the company held a total of 43,038 own shares, which do not carry voting rights at the Annual General Meeting.
Mäntsälä, 22 March 2024
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 Group in brief
Tokmanni Group Corporation is one of the leading variety discount retailers in the Nordics. Around 6,600 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, Bigdollar, Miny, Click Shoes and Shoe House stores and online stores, the Group is always close to its customers. In 2023, Tokmanni Group’s revenue was EUR 1,393 million and comparable EBIT amounted to EUR 99 million. The Group's shares are listed on Nasdaq Helsinki.
Distribution
Nasdaq Helsinki
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