Tokmanni Group Oyj

Board/Management Information • Jan 31, 2019

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

Tokmanni Group Corporation Stock exchange release 31 January 2019 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 remain the same and will be six (6).

The Nomination Board proposes that the current members of the Board of Directors Juha Blomster, Therese Cedercreutz, Kati Hagros, Erkki Järvinen, Seppo Saastamoinen and Harri Sivula will be re-elected until the end of the next Annual General Meeting.

All proposed persons have granted their consent to the position. 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/investors/corporate-governance/board-of-directors.

All proposed persons are independent of the company and its major shareholders except Seppo Saastamoinen who is dependent of the company and its major shareholders.

The Nomination Board propose to the Annual General Meeting that Seppo Saastamoinen is re-elected as the Chairman of the Board of Directors.

Remunerations of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that the remunerations of the members of the Board of Directors remain the same so that they are as follows:

• The Chairman of the Board of Directors will be paid EUR 84,000 as yearly remuneration;
• A member of the Board of Directors will be paid EUR 30,000 as yearly 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.

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 will be paid in cash.

The Nomination Board's proposals will be included in the invitation to the Annual General Meeting.

Members of the Nomination Board

The Nomination Board consists of Hanna Hiidenpalo, a representative nominated by Elo Mutual Pension Insurance Company, Marie Karlsson, a representative nominated by Nordea Funds, Hanna Kaskela, a representative nominated by Varma Mutual Pension Insurance Company, 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.

TOKMANNI GROUP CORPORATION

For further information, please contact Mika Rautiainen, CEO

tel. +358 0207286061 mika.rautiainen(at)tokmanni.fi

Tokmanni in brief

Tokmanni is Finland's leading general discount retailer by number of stores and revenue. In 2017, Tokmanni's revenue totalled EUR 796 million, and the company had around 3,200 employees on average. Tokmanni is also the only nationwide general discount retailer in Finland, and it currently almost 200 around the country.

Distribution

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