Tokmanni Group Oyj — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

Notice of Tokmanni Group Corporation's Annual General Meeting

Notice of Tokmanni Group Corporation's Annual General Meeting

Tokmanni Group Corporation        Stock exchange release        11 April 2025 at
11:45 am

The shareholders of Tokmanni Group Corporation are hereby invited to the Annual
General Meeting to be held on Wednesday 7 May 2025 at 10:00 a.m. at Tokmanni's
administration and logistics centre at the address Isolammintie 1, 04600
Mäntsälä, Finland. The reception of persons who have registered for the meeting
and distribution of voting tickets as well as coffee service will commence at
9:00 a.m. Shareholders can also exercise their voting rights by voting in
advance. Instructions for advance voting are set out in Part C of this notice to
the General Meeting.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of the person to scrutinise the minutes and the person to supervise
   the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the Board of Directors' report, the
   Auditor's report and the Assurance Report on the Sustainability Statement for
   the financial year 2024

7. Review by the Group CEO.

The company's financial statements, the Board of Directors' report, the
Auditor's report and the Assurance Report on the Sustainability Statement have
been available on the company's website at
https://ir.tokmanni.fi/en/investors/reports-and-presentations from 11 April
2025.

1. Adoption of the financial statements

2. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividends

The Board of Directors proposes to the Annual General Meeting that a maximum
dividend of EUR 0.68 per share, or a total of EUR 40,018,097.24, be distributed
as dividend based in the adopted balance sheet for the financial year ended 31
December 2024. The Board of Directors proposes that the dividend be paid in two
instalments.

The Board proposes that the first instalment of the dividend, EUR 0.34 per
share, be paid to shareholders who are registered in the company's shareholder
register maintained by Euroclear Finland, on the record date of the first
dividend tranche, 9 May 2025. The Board proposes that the first dividend payment
date be 21 May 2025.

In addition, the Board of Directors proposes that the 2025 Annual General
Meeting authorise the Board of Directors to later decide, at its discretion, on
the distribution of a maximum dividend of EUR 0.34 per share in one instalment
in the fourth quarter. This authorisation would be valid until 31 December 2025.
The company will announce any decision taken by the Board of Directors on the
distribution of a dividend and, in connection with this, confirm the record date
and payment date of the dividend. The dividend based on the authorisation will
be paid to shareholders registered in the company's shareholder register
maintained by Euroclear Finland Ltd on the dividend record date.

No substantial changes in the company's financial position have occurred after
the end of the financial year. The company's liquidity is good, and in the view
of the Board of Directors, the proposed dividend payout does not jeopardize the
company's solvency.

1. Resolution on the discharge of the members of the Board of Directors and the
   Group CEO from liability

2. Presentation of the Remuneration Report for governing bodies

The Board proposes that the Remuneration Report for governing bodies 2024 be
approved. The resolution on approving the Remuneration Report is advisory.

The Remuneration Report have been be available on the company's website at
https://ir.tokmanni.fi/en/investors/corporate
-governance/remuneration (https://ir.tokmanni.fi/fi/sijoittajat/hallinnointi/palk
itseminen) as of 11 April 2025.

1. Presentation of the remuneration policy for governing bodies

The Board of Directors proposes that the remuneration policy for governing
bodies be approved. The resolution on approving the remuneration policy is
advisory.

The remuneration policy has been appended to this Notice of the Annual General
Meeting and is available on Tokmanni's website at
https://ir.tokmanni.fi/en/investors/corporate-governance/remuneration.

1. Resolution on the fees of the members of the Board of Directors

The Shareholders' Nomination Committee proposes that the fees of the members of
the Board of Directors be as follows:

· The Chair of the Board will be paid an annual fee of EUR 70,000;
· The Vice-Chair of the Board will be paid an annual fee of EUR 47,000; and
· Each Board member will be paid an annual fee of EUR 33,000.

In addition, the Chair and the members of the Board of Directors will be paid an
attendance fee for each meeting of the Board of Directors as follows:

· EUR 1,000 for members whose place of residence is in Finland;
· EUR 2,000 for members whose place of residence is in another European
country; and
· EUR 3,000 for members whose place of residence is outside Europe.

The Chair of the Finance and Audit Committee and the Chair of the Sustainability
and Personnel Committee will additionally be paid a monthly fee of EUR 1,000.

The Board members' annual fee will be paid in company shares and in cash. Around
40 per cent of the annual fee will be used to purchase company shares for the
Board member, and the rest of the annual fee will be paid in cash. The company
will be responsible for the expenses and transfer tax arising from the
acquisition of shares. Board members may not transfer shares acquired for them
until three years have passed from the date of acquisition or before their
retirement from the Board, depending on which comes earlier.

The meeting fees of the Board members and the fees of the Chair of the Finance
and Audit Committee and the Chair of the Sustainability and Personnel Committee
are paid in cash.

1. Resolution on the number of members of the Board of Directors

Under the Articles of Association, the company's Board of Directors must have at
least three and at most eight ordinary members.

The shareholders' Nomination Committee proposes to the Annual General Meeting
that the number of Board members remain the same, at six.

1. Election of the members of the Board of Directors

The Shareholders' Nomination Committee proposes that the following persons be
elected as members of the Board of Directors for a one-year term in accordance
with the Articles of Association, beginning at the close of the Annual General
Meeting 2025 and ending at the close of the Annual General Meeting 2026.

The Shareholders' Nomination Committee proposes that Seppo Saastamoinen, Erkki
Järvinen, Ulla Serlenius, Mikko Bergman and Eja Tuominen be re-elected as
members of the company's Board of Directors. The Nomination Committee proposes
that Erja Hyrsky be elected as a new member of the Board of Directors. Current
Board member Harri Sivula has announced that he is no longer available to serve
on the Board.

All the candidates have given their consent to the positions. The relevant
information concerning the candidates' service for the Board of Directors is
available on Tokmanni Group Corporation's website at
ir.tokmanni.fi/agm2025 (https://ir.tokmanni.fi/en/investors/corporate
-governance/general-meeting/agm2025).

The Nomination Committee states that all the candidates are independent of the
company and its major shareholders except for Seppo Saastamoinen who is
dependent on the company and its major shareholders.

The Nomination Committee proposes to the Annual General Meeting that Erkki
Järvinen be elected as Chairman of the Board of Directors.

1. Resolution on the Auditor's fee and criteria for expense compensation

The Board proposes that the Auditor to be elected be paid a fee in accordance
with a reasonable invoice.

1. Election of the Auditor

In accordance with the proposal of the Finance and Audit Committee, the Board of
Directors proposes that the firm of auditors PricewaterhouseCoopers Oy be re
-elected as the company's Auditor. The principal Auditor designated by the firm
of auditors PricewaterhouseCoopers Oy would be APA Ylva Eriksson, should the
company be elected as Auditor. The term of office of the Auditor ends at the
close of the Annual General Meeting following the election of the Auditor.

The Finance and Audit Committee confirms that its recommendation is free from
third party influence and that the Committee is not required to comply with the
contractual clause referred to in Articles 16(6) of the EU Audit Regulation
(537/2014), which would restrict a general meeting's the election of an Auditor.

1. Resolution on the remuneration of the Sustainability Auditor

In accordance with the recommendation of the Sustainability and Personnel
Committee, the Board of Directors proposes to the Annual General Meeting that
the elected Sustainability Auditor be paid a fee and compensation for expenses
according to a reasonable invoice.

1. Election of the Sustainability Auditor

In accordance with the proposal of the Sustainability and Personnel Committee,
the Board of Directors proposes that the authorised sustainability audit firm
BDO Oy be elected as the Sustainability Auditor. BDO has notified that the
company's key Sustainability Auditor would be Authorised Sustainability Auditor
APA Vesa Vuorinen, should BDO be elected as the Sustainability Auditor. The term
of office of the Sustainability Auditor ends at the close of the Annual General
Meeting following the election of the Sustainability Auditor.

1. Authorising the Board of Directors to decide on repurchase and/or acceptance
   as pledge of the company's own shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the repurchase and/or acceptance as pledge a
maximum of 2,940,000 of the company's own shares using the company's
unrestricted equity, corresponding to around 5 per cent of the company's total
number of shares at the time of publishing the Notice of the Annual General
Meeting. The repurchase can take place in one or more tranches.

The own shares can also be accepted as a pledge otherwise than in proportion to
the shareholders' current shareholdings in the company (directed acceptance as
pledge). The shares shall be repurchased otherwise than in proportion to the
shareholders' current shareholdings in the company in public trading arranged by
Nasdaq Helsinki Ltd at the trading price quoted at the time of repurchase
(directed repurchase). The shares shall be repurchased and paid for in
accordance with the rules of Nasdaq Helsinki Ltd.

The company may repurchase the shares to execute its incentive scheme, 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.

It is proposed that the authorisation include the right for the Board of
Directors to decide on all other matters related to the repurchase and/or the
acceptance as pledge of shares. It is proposed that the authorisation be
effective until the Annual General Meeting to be held in 2026, but no longer
than until 30 June 2026.

The decision concerning the authorisation requires a qualified majority of at
least two-thirds of the votes cast and the shares represented at the meeting.

1. Authorising the Board of Directors to decide on the issue of shares as well
   as the issue of options and other special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on assigning a maximum of 2,940,000 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. 2,940,000 shares
currently represent approximately 5 per cent of Tokmanni Group Corporation's
total number of registered shares.

It is proposed that the authorisation be used for the implementation of the
company's incentive scheme or for the execution of any acquisitions or other
arrangements or investments relating to the company's business or for other
purposes subject to a decision by the Board of Directors.

The share issue may be without consideration only if the shares are issued for
the implementation of the company's incentive scheme or to the company itself,
subject to the provisions of the Limited Liability Companies Act on the maximum
number of treasury shares.

It is proposed that the authorisation include the right of the Board of
Directors to decide on the terms and conditions of any share issue and any issue
of special rights referred to in chapter 10, section 1 of the Limited Liability
Companies Act. The authorisation 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.

It is proposed that the authorisation be effective until the Annual General
Meeting to be held in 2026, but no longer than until 30 June 2026.

The decision concerning the authorisation requires a qualified majority of at
least two-thirds of the votes cast and the shares represented at the meeting.

1. Closing the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The aforementioned proposed resolutions on the agenda and the notice of the
Annual General Meeting as well as this notice are available on Tokmanni Group
Corporation's website at
https://ir.tokmanni.fi/agm2025 (https://ir.tokmanni.fi/en/investors/corporate
-governance/general-meeting/agm2025). Tokmanni Group Corporation's financial
statements, the report of the Board of Directors, the Auditor's report, the
Assurance Report on the Sustainability Statement, the company's Corporate
Governance Statement as well as the remuneration policy and the Remuneration
Report have been available on the aforementioned website on 11 April 2025 at the
latest. Copies of the proposed resolutions, of the aforementioned other
documents and of this notice will be sent to shareholders upon request. The
minutes of the Annual General Meeting will become available on the
aforementioned website as of 19 May 2025 at the latest.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING

1. Right to participate of a shareholder registered in the shareholders'
   register

Each shareholder who is registered in the shareholders' register of the company
maintained by Euroclear Finland Ltd on the record date of the Annual General
Meeting, which is 25 April 2025, has the right to participate in the Annual
General Meeting. A shareholder whose shares are registered on his/her personal
book-entry account, is registered in the shareholders' register of the company.

Changes in the holding of shares that take place after the record date of the
Annual General Meeting have no effect on the right to participate or to vote in
the meeting.

1. Notice of participation of a shareholder registered in the shareholders'
   register

Registration for the Annual General Meeting will begin on 14 April 2025 at 10:00
a.m. A shareholder entered in the company's shareholders' register who wishes to
participate in the Annual General Meeting must register for the Annual General
Meeting by 2 May 2025 at 10:00 a.m. at the latest, by which time the notice of
participation must be received.

The shareholder and their representative are required to provide information,
such as the shareholder's name, date of birth or business ID, phone number
and/or e-mail, address, the name of any assistant or proxy representative and
the proxy's date of birth, phone number and/or e-mail. Personal data disclosed
by shareholders to Tokmanni Group Corporation or Innovatics Oy in connection
with the registration will only be used in connection with the Annual General
Meeting and the necessary handling of registrations related to it.

Shareholders with a Finnish book-entry account can register for the Annual
General Meeting during the period between 14 April 2025 at 10:00 a.m. and 2 May
2025 at 10:00 a.m. in the following ways:

a) Via the company's website at the address
https://ir.tokmanni.fi/en/agm2025 (https://ir.tokmanni.fi/en/investors/corporate
-governance/general-meeting/agm2025).

Online registration requires that the shareholders or their statutory
representatives or proxy representatives complete strong electronic
authentication using online banking codes or a mobile certificate.

b) By regular mail, e-mail or telephone as described in more detail below

By regular mail sent to Innovatics Oy, Annual General Meeting / Tokmanni Group
Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to
agm@innovatics.fi, or by telephone on +358 10 2818 909 on business days during
the registration period at 9:00 a.m.-12:00 p.m. and 1:00 p.m.-4:00 p.m.

Further information on registration is available by telephone during the
registration period of the General Meeting by calling Innovatics Oy at +358 10
2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00
p.m.

1. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative may
also choose to vote in advance in the manner described in this notice.

A proxy representative must use strong electronic authentication when
registering for the meeting, after which he/she may register on behalf of the
shareholder whom they represent. The proxy representative must produce a dated
proxy document or otherwise demonstrate his/her right to represent the
shareholder in a reliable manner. The statutory right of representation may be
demonstrated by using the suomi.fi e-Authorisation service which is in use in
the online registration service. If a shareholder participates in the Annual
General Meeting by means of several proxy representatives representing the
shareholder with shares held in different book-entry accounts, the shares by
which each proxy representative represents the shareholder shall be declared in
connection with the registration for the Annual General Meeting.

A shareholder's proxy representative must deliver the duly completed and signed
proxy documents in accordance with the instructions provided on the form,
primarily as attachments in connection with electronic registration, or by mail
to the address Innovatics Oy, Annual General Meeting / Tokmanni Group
Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by e-mail to
agm@innovatics.fi before the deadline for delivering the notice of participation
on 2 May 2025 at 10:00 a.m., by which time the documents must be received.

1. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of such shares based on which he/she would be entitled
to be registered on the record date of the Annual General Meeting on 25 April
2025 in the shareholders' register of the company held by Euroclear Finland Oy.
In addition, the right to participate in the Annual General Meeting requires
that the shareholder has been temporarily registered on the basis of such shares
into the shareholders' register held by Euroclear Finland Ltd at the latest by 2
May 2025 at 10:00 a.m. In the case of nominee-registered shares, this is
considered as registration for the General Meeting. Changes in the holding of
shares that take place after the record date of the Annual General Meeting have
no effect on the right to participate or the shareholder's number of votes.

A holder of nominee-registered shares is advised to request without delay the
necessary instructions regarding the temporary registration in the shareholder
register of the company, the issuing of proxy documents and voting instructions,
registration for the Annual General Meeting and voting in advance from his/her
custodian bank. The account manager of the custodian bank must register the
holder of the nominee-registered shares who wishes to participate in the Annual
General Meeting, to be temporarily entered in the company's shareholder register
no later than the time mentioned above as well as, if necessary, arrange advance
voting on behalf of the holders of nominee registered shares before the end of
the registration period for nominee-registered shares. Further information is
also available on the company's website at the address
https://ir.tokmanni.fi/en/agm2025 (https://ir.tokmanni.fi/en/investors/corporate
-governance/general-meeting/agm2025).

1. Advance voting

Shareholders may vote in advance on certain Annual General Meeting agenda items
during the advance voting period from 14 April to 2 May 2025 at 10:00 a.m. in
accordance with the following instructions.

Shareholders registered in the company's register of shareholders

Shareholders with a Finnish book-entry account may vote in advance on the
company's website at https://ir.tokmanni.fi/en/agm2025.

Holders of nominee-registered shares

For holders of nominee-registered shares, advance voting takes place through the
account operator. The account operator may vote in advance on behalf of the
holders of nominee-registered shares it represents based on the voting
instructions provided by the shareholders during the registration period set for
holders of nominee-registered shares.

Other matters related to advance voting

Shareholders who have voted in advance cannot request a vote at the Annual
General Meeting or vote on a potential counterproposal unless such shareholders
or their proxy representatives attend the General Meeting at the meeting venue.

A proposal for a resolution subject to advance voting shall be deemed to have
been presented unchanged at the General Meeting.

If voting is not carried out for an agenda item, the number of votes opposing
each agenda item and abstaining from voting based on advance voting and voting
instructions provided by holders of nominee-registered shares shall be recorded
in the meeting minutes. To the extent opposing votes have been cast in advance
voting and in voting instructions provided by holders of nominee-registered
shares without presenting a counterproposal in items which cannot be effectively
opposed without a counterproposal (counterproposals cannot be presented via
advance voting), such votes will not technically be considered as opposing votes
in a potential vote and will not be recorded in the relevant minutes.

Voting instructions for all shareholders are available on the company's website
at https://ir.tokmanni.fi/en/agm2025. Further information on registration is
available by telephone during the registration period of the General Meeting by
calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00
p.m. and from 1:00 p.m. to 4:00 p.m.

1. Other instructions/information

The language of the meeting is Finnish.

Shareholders present at the General Meeting have the right to ask questions
about the matters discussed at the meeting in accordance with Chapter 5, section
25, of the Limited Liability Companies Act.

Shareholders, their representative or proxies must be able to prove their
identity and/or right of representation at the place of the meeting, if
necessary.

On the date of this Notice of the meeting, 11 April 2025, the total number of
shares and votes in Tokmanni Group Corporation is 58,868,752. On 11 April 2025,
the company held a total of 11,935 own shares, which do not carry voting rights
at the Annual General Meeting.

Mäntsälä, 11 April 2025

Tokmanni Group Corporation

Board of Directors

For further information, please contact

Maarit Mikkonen, Head of IR and Communications, tel. +358 40 562 2282
Marjut Aaltonen, Executive Assistant, tel. +358 400 836 413

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
370 Tokmanni, Dollarstore, Big Dollar, Click Shoes and Shoe House stores and
online stores, the Group is always close to its customers. 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.

Distribution

Nasdaq Helsinki
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