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

Tokmanni Group Corporation        Stock exchange release        24 January 2024 at 9:00 am

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

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 https://ir.tokmanni.fi/en/agm2024.

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. Although Harri Sivula has continuously been a member of Tokmanni's Board of Directors for more than ten years, Sivula is determined independent of the company based on the overall assessment.

The Nomination Board proposes to the Annual General Meeting that Seppo Saastamoinen be re-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, Marie Karlsson, a representative nominated by Nordea Funds and Jari Sonninen, a representative nominated by Takoa Invest Oy as well as Seppo Saastamoinen as an expert member. Tokmanni’s Nomination Board is chaired by Jari Sonninen.

For further Information, please contact

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

Tokmanni Group in brief

Tokmanni Group is one of the leading variety discount retailers in the Nordics. Around 5,400 Tokmanni employees in Finland, Sweden and Denmark 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 more than 370 Tokmanni, Dollarstore, Big Dollar, Miny, Click Shoes and Shoe House stores and online 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 Group's shares are listed on Nasdaq Helsinki.

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Nasdaq Helsinki
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