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Tokmanni Group Oyj

Prospectus Nov 25, 2025

3298_rns_2025-11-25_cf079287-1ac2-46ed-95dd-ee674187cd29.html

Prospectus

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Tokmanni Group Corporation files listing application and publishes listing prospectus in respect of its EUR 100 million notes

Tokmanni Group Corporation files listing application and publishes listing prospectus in respect of its EUR 100 million notes

Tokmanni Group Corporation        Stock Exchange Release        25 November 2025
at 12:00 pm

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN
SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES OR THE RELEASE,
PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

Tokmanni Group Corporation ("Tokmanni") announced on 20 November 2025 the
issuance of senior unsecured notes with a maximum amount of EUR 100 million (the
"Notes"). The Notes will mature on 27 February 2031 and bear fixed interest at
the rate of 4.75 per cent per annum.

The Finnish Financial Supervisory Authority has today on 25 November 2025
approved the listing prospectus of the Notes. The listing prospectus is
available in English on Tokmanni's website at tokmannigroup.com/en.

Tokmanni has today filed an application with Nasdaq Helsinki Ltd ("Nasdaq
Helsinki") for the admission to trading of the Notes on the official list of
Nasdaq Helsinki.

Subject to the approval of the listing application, Nasdaq Helsinki is expected
to admit the Notes to trading on the official list of Nasdaq Helsinki on or
about 27 November 2025. The ISIN code of the Notes is FI4000597844.

Danske Bank A/S and OP Corporate Bank plc acted as joint lead managers for the
issue of the Notes.

For further information, please contact:

Tapio Arimo, CFO
Tel. +358 20 728 7390
tapio.arimo(at)tokmanni.fi

Maarit Mikkonen, Group Head of IR and Communications
Tel. +358 40 562 2282
maarit.mikkonen(at)tokmanni.fi

Distribution:

Nasdaq Helsinki
Key media

Tokmanni Group in brief

Tokmanni Group Corporation is one of the leading variety discount retailers in
the Nordics. More than 6,000 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
380 Tokmanni, Dollarstore, Big Dollar, Click Shoes and Shoe House stores and
online stores, the Group is always close to its customers. In addition, the
Tokmanni Group has had exclusive rights to sell SPAR products and operate the
SPAR brand in Finland since 2025. In 2024, the Group's revenue was EUR 1,675
million and comparable EBIT amounted to EUR 100 million. The Tokmanni Group
Corporation's shares are listed on Nasdaq Helsinki.

Disclaimer

The information contained herein is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into Australia,
Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United
States or such other countries or otherwise in such circumstances in which the
release, publication or distribution would be unlawful. The information
contained herein does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of, securities any jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
such jurisdiction, except in circumstances that will result in compliance with
any applicable laws and regulations.

This communication does not constitute an offer of securities for sale in the
United States. The Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or under the
applicable securities laws of any state of the United States and may not be
offered or sold, directly or indirectly, within the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

This communication does not constitute an offer of the Notes to the public in
the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the Notes. Consequently, this communication is directed
only at (i) persons who are outside the United Kingdom, (ii) persons in the
United Kingdom that are qualified investor within the meaning of Article 2(e) of
the Prospectus Regulation as incorporated into UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 that are also (a) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities, and
(iii) other persons to whom it may lawfully be communicated, falling within
Article 49(2) of the Order (all such persons together being referred to as
"relevant persons"). Any investment activity to which this communication relates
will only be available to, and will only be engaged with, relevant persons. Any
person who is not a relevant person should not act or rely on this document or
any of its contents.

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