Tokmanni Group Corporation: Decisions taken by Tokmanni Group Corporation's annual general meeting and the constitutive meeting of the Board of Directors
Tokmanni Group Corporation Company Announcement 24 March 2017 at 12.00 pm EET
Decisions taken by Tokmanni Group Corporation's annual general meeting and the constitutive meeting of the Board of Directors
Tokmanni Group Corporation's annual general meeting was held today on 24 March 2017 in Mäntsälä. The general meeting approved the 2016 financial statements, including the consolidated financial statements, the report of the Board of Directors and the auditor's report and discharged the members of the Board of Directors and the company's CEO from liability.
Dividend payment
The general meeting approved the proposal to pay a dividend in accordance with the company dividend policy EUR 0.41 per share and an extra dividend of EUR 0.10 per share, in total a dividend of EUR 0.51 per share, for the accounting period that ended on 31 December 2016. 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 on 28 March 2017. The date for the payment of the dividend is 4 April 2017.
Board composition and remuneration
The general meeting decided the number of Board members to be six. The meeting elected Harri Sivula, Therese Cedercreutz, Christian Gylling, Kati Hagros, Sven-Olof Kulldorff ja Seppo Saastamoinen as members of the Board of Directors. Harri Sivula was re-elected as Chairman of the Board of Directors.
The general meeting approved the proposal that the remuneration of the members of the Board of Directors remain the same as follows:
- The Chairman of the Board of Directors will be paid EUR 7,000.00 as monthly remuneration;
- A member of the Board of Directors will be paid EUR 2,500.00 as monthly 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: (i) EUR 1,000.00 for those members of the Board of Directors who are domiciled in Finland;(ii) EUR 2,000.00 for those members of the Board of Directors who are domiciled elsewhere in Europe; and (iii) EUR 3,000.00 for those members of the Board of Directors who are domiciled outside Europe.
Auditor remuneration and auditor selection
The general meeting decided that the auditor is paid remuneration in accordance with a reasonable invoice. The authorized public accountants KPMG Oy Ab were reappointed as the company's auditor until the Annual general meeting 2018.
Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The general meeting authorized the Board of Directors to decide on repurchase or accepting as pledge, using the company's non-restricted equity, a maximum of 2,943,000 own shares, which corresponds to approximately 5 per cent of the company's total shares at the time of convening the meeting. The repurchase may take place in one or more tranches.
The shares shall be repurchased in a proportion other than the shareholders' current shareholdings in the company in public trading arranged by Nasdaq Helsinki Ltd at the trading price of the moment of repurchase. The shares shall be repurchased and paid in accordance with the rules of Nasdaq Helsinki Ltd.
The company may repurchase the shares to execute its incentive program or 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.
The authorization includes the right for the Board of Directors to decide on all other matters related to the repurchase of shares. The authorization is effective until the annual general meeting held in 2018, yet no further than until 30 June 2018.
Authorizing 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 general meeting authorized 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.
The authorization may be used for the implementation of the company's incentive program or for the execution of any acquisitions or other arrangements or investment relating to the company's business or for other purposes subject to the decision of the Board of Directors.
The share issue can be without charge only if the shares are issued for the implementation of the company's incentive program or to the company itself, subject to the provisions of the Limited Liability Companies Act on the maximum amount of treasury shares.
The authorization 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 authorization 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.
The authorization is effective until 23 March 2022. The authorization to issue shares granted by the extraordinary general meeting to the Board of Directors on 12 April 2016 ended on 31 December 2016.
Establishment of a Shareholders' Nomination Board
The general meeting resolved to establish a Shareholders' Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors to the general meetings. The Shareholders' Nomination Board will replace the Nomination Committee nominated by the Board of Directors.
The Nomination Board shall comprise representatives nominated by the four largest shareholders of the company and the Chairman of the Board of Directors as an expert member. The right to nominate representatives shall be vested with the four shareholders of the company having the largest share of the votes represented by all the shares in the company annually on the first workday of September based on the company's shareholders' register held by Euroclear Finland Ltd. However, if a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in share of ownership, makes a written request to such effect to the Chairman of the Board of Directors no later than on 31 August, such shareholder's holdings in several funds or registers will be combined when calculating the share of votes which determines the nomination right. Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.
The Chairman of the Board of Directors shall convene the first meeting of the Nomination Board and the Nomination Board shall elect a Chairman from among its members.
The Nomination Board shall give its proposal to the Board of Directors annually no later than on 31 January preceding the next annual general meeting. The term of office of the members of the Nomination Board expires annually after the new Nomination Board has been nominated.
The minutes of the meeting will be available on the website of Tokmanni at ir.tokmanni.fi as of 31 March 2017 at the latest.
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: Christian Gylling, Kati Hagros and Harri Sivula.
Tokmanni Group Corporation
Heikki Väänänen
CEO
tel. +358 8(20) 728 6044
heikki.vaananen(at)tokmanni.fi
Tokmanni in brief
Tokmanni is the largest general discount retailer in Finland measured by number of stores and revenue. In 2016, Tokmanni's revenue was EUR 776 million and on average it had approximately 3,200 employees. Tokmanni is the only nationwide general discount retailer in Finland, with 162 stores across Finland as at 31 December 2016.
Distribution:
Nasdaq Helsinki
Key Media