Tokmanni Group Oyj — Proxy Solicitation & Information Statement 2020

Jan 31, 2020

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

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 2020
at 10:00 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.

The Nomination Board proposes that the current members of the Board of Directors
Juha Blomster, Thérèse Cedercreutz, Erkki Järvinen, Seppo Saastamoinen and Harri
Sivula will be re-elected.

The Nomination Board proposes that Ulla Lettijeff will be elected as a new
members to the Board of Directors.

Ulla Lettijeff (born 1967, M.Sc. Eng.) has been appointed new Director of
Helsinki Airport and a member of Finavia’s Executive Group as of 6 February
2020. Lettijeff has had a long career at Fiskars Group, working in different
managerial positions, most recently leading the Living business unit and before
that acting as unit’s Supply Chain Director. Before Fiskars Group, Lettijeff
worked in several positions at Nokia, for example, as the Director of Nokia
Networks’s Espoo plant.

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/general
-meeting/agm2020.

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 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.

In addition, the Chairman of the Finance and Audit 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 remuneration will be paid in cash.

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

Members of the Shareholders’ Nomination Board

The Nomination Board consists of Hanna Hiidenpalo, a representative nominated by
Elo Mutual Pension Insurance Company, Hanna Kaskela, a representative nominated
by Varma Mutual Pension Insurance Company, Esko Torsti, a representative
nominated by Ilmarinen 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

Additional information

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

Tokmanni is the largest general discount retailer in Finland measured by number
of stores and revenue. In 2018, Tokmanni’s revenue was EUR 870.4 million and it
has approximately 3,600 employees. Tokmanni is the only nationwide general
discount retailer in Finland, with almost 200 stores across Finland.

Distribution

Nasdaq Helsinki
Key Media

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