Tokmanni Group Oyj

Board/Management Information • Jan 9, 2026

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

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

Tokmanni Group Corporation        Stock exchange release        9 January 2026
at 11:30 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
is seven (previously six).

The Nomination Board proposes that the current members of the Board of Directors
Mikko Bergman, Erja Hyrsky, Erkki Järvinen, Seppo Saastamoinen and Eja Tuominen
will be re-elected. The Nomination Board also proposes that Katarina Gabrielson
and Jari Latvanen will be elected as new members to the Board of Directors.
Current member of the Board of Directors Ulla Serlenius has notified that she is
no longer available to be elected as a member of the Board.

Katarina Gabrielson has extensive experience in the retail sector. Throughout
her career, she has held several leadership positions, including CEO, Vice
President, Business Unit, Purchasing and Sourcing Director, and Marketing
Director. Her core competencies include strategic and change management,
international business, and consumer business development. She is currently the
CEO of Oriola. Gabrielson is a Swedish citizen.

Jari Latvanen is an international business leader and former CEO with extensive
experience across a range of industries, particularly in the retail sector. He
has served as CEO at Stockmann, HKScan, and Findus, as well as held executive
positions at Stora Enso and Nestlé. Latvanen's core competencies include
strategic international growth, brand management, and a comprehensive
understanding of operational value chain changes. In addition, he has experience
in financial arrangements and digital transformation. Latvanen is a Finnish
citizen.

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://tokmannigroup.com/en/investors/corporate-governance/general
-meetings/annual-general-meeting
-2026 (https://tokmannigroup.com/en/investors/corporate-governance/general
-meetings/annual-general-meeting-2026%20).

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 shareholder.

The Nomination Board proposes to the Annual General Meeting that Erkki Järvinen
be re-elected as the Chair 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 remains unchanged and are as follows:

· The Chair 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 Chair 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 Chair of the Finance and Audit Committee and the Chair of the
Sustainability 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 Chair of the Finance and Audit Committee's
and the Sustainability 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, Karoliina Lindroos, 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 Erkki Järvinen as an expert member.
Tokmanni Group's Nomination Board is chaired by Jari Sonninen.

For further Information, please contact

Jari Sonninen, Chair of the Nomination Board, tel. +358 400 405 175,
jari.sonninen(at)takoa.fi

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
390 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. Tokmanni Group
Corporation's shares are listed on Nasdaq Helsinki.

Distribution

Nasdaq Helsinki
Key Media