Tokmanni Group Corporation: Notice of Annual General Meeting 2021

Tokmanni Group Corporation        Stock exchange release        22 February 2021 at 9:00 a.m.

The shareholders of Tokmanni Group Corporation are hereby invited to the Annual General Meeting to be held on Tuesday 23 March 2021 at 10:00 a.m. at Tokmanni's administration and logistics centre at the address Isolammintie 1, 04600 Mäntsälä, Finland. It will not be possible to participate in the meeting at the meeting venue, but participation will take place in advance in the manner described in this notice.

The Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act (677/2020) in order to prevent the spread of the COVID-19 pandemic. The Board of Directors has resolved to take the measures allowed by said legislation so that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, Tokmanni's employees and other stakeholders.

The Company's shareholders and their proxy representatives may participate in the meeting and exercise shareholder rights only by voting in advance and by making counterproposals and asking questions in advance in accordance with this notice.

It will not be possible to participate in the meeting in person at the meeting venue. It is possible for shareholders who have registered for the General Meeting to follow the meeting via an online video stream. Instructions on following the video stream are available on the Company's website at the address https://ir.tokmanni.fi/en/agm2021. Shareholders are, however, requested to take into consideration that following the meeting via the video stream does not mean official participation in the General Meeting, and it does not enable the shareholders to exercise their right to speak and vote under the Limited Liability Companies Act at the General Meeting. Participation in the meeting and using shareholder rights takes place in advance in the manner described in this notice. Instructions for shareholders are provided in section C. Instructions for those participating in the meeting.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

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

1. Opening of the meeting

2. Calling the meeting to order

Juha Väyrynen, Attorney-at-Law, will act as the Chairman. If Juha Väyrynen is not able to act as the Chairman due to a weighty reason, the Board of Directors will appoint the person it deems most suitable to act as the Chairman.

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

Markku Pirskanen, Tokmanni Group Corporation's CFO, will act as the scrutiniser of the minutes and the supervisor of the counting of votes. If Markku Pirskanen is not able to act as the scrutiniser of the minutes and the supervisor of the counting of votes due to a weighty reason, the Board of Directors will appoint the person it deems most suitable to act as the scrutiniser of the minutes and the supervisor of 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

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd.

6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2020

As participation in the General Meeting is possible only in advance, the annual accounts and the report of the Board of Directors as well as the auditor's report published by the Company on 26 February 2021 and which will be available on the Company's website at the address https://ir.tokmanni.fi/en/agm2021 as of the date of publication, shall be deemed to have been presented to the General Meeting.

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the General Meeting that the Company pays a dividend of EUR 0.85 per share for the accounting period that ended on 31 December 2020. The dividend will be paid to shareholders who are registered in the Company's shareholders' register maintained by Euroclear Finland Oy on the record date of the payment of the dividend. The record date of the payment of the dividend is 25 March 2021 and the proposed date for the payment of the dividend is 9 April 2021.

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

10. Presentation of the remuneration report for governing bodies

As participation in the General Meeting is possible only by voting in advance, the remuneration report for the Company's governing bodies, which will be published on 26 February 2021 and will be available on the Company's website at the address https://ir.tokmanni.fi/en/agm2021 as of the date of publication, shall be deemed to have been presented to the General Meeting.

11. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that the remuneration of the members of the Board of Directors is 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.

The Board members' meeting fees and the Chairman of the Finance and Audit Committee's remuneration will be paid in cash.

12. 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 3 and at most 8 ordinary members.

The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of the members of the Board of Directors remain the same and will be 6.

13. Election of members of the Board of Directors

The Shareholders' Nomination Board proposes that Seppo Saastamoinen, Harri Sivula, Thérèse Cedercreutz, Juha Blomster, Erkki Järvinen and Ulla Lettijeff will be re-elected as members of the Board of Directors. The term of office of members of the Board of Directors ends at the close of the Annual General Meeting following their election.

All candidates have given their consent to the positions. The information relevant considering their service for the Board of Directors is available on Tokmanni Group Corporation's website at the address https://ir.tokmanni.fi/en/agm2021.

All candidates 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 proposes to the Annual General Meeting that Seppo Saastamoinen is re-elected as the Chairman of the Board of Directors.

14. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor to be elected is paid remuneration in accordance with a reasonable invoice.

15. Election of auditor

In accordance with the proposal of the Finance and Audit Committee, the Board of Directors proposes that audit firm PricewaterhouseCoopers Oy is re-elected as the Company's auditor. The principal auditor designated by the audit firm would be APA Maria Grönroos. The term of office of the auditor ends at the close of the Annual General Meeting following the election of the auditor.

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

The Board of Directors proposes that the General Meeting authorises the Board of Directors to decide on the repurchase or acceptance as pledge, using the Company's unrestricted equity, of a maximum of 2,943,000 own shares, which corresponds to approximately 5% of the Company's total shares at the time of convening the Annual General Meeting. The repurchase may take place in one or more tranches.

The own shares may be accepted as 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 of the moment of repurchase (directed repurchase). The shares shall be repurchased and paid in accordance with the rules of Nasdaq Helsinki Ltd.

The Company may repurchase the shares to execute its incentive program or 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.

The authorisation is proposed to include the right of the Board of Directors to decide on all other matters related to the repurchase and/or the acceptance as pledge of shares. The authorisation is proposed to be effective until the Annual General Meeting to be held in 2022, yet no further than until 30 June 2022.

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.

17. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The aforementioned proposed decisions on the agenda of the General Meeting as well as this notice are available on Tokmanni Group Corporation's website at the address https://ir.tokmanni.fi/en/agm2021. Tokmanni Group Corporation's annual accounts, the report of the Board of Directors, the auditor's report, the Company's Corporate Governance Statement as well as the remuneration report are available on said website on 26 February 2021 at the latest. In addition, copies of the proposed decisions, the aforementioned other documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the aforementioned website as of 6 April 2021 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

In order to limit the spread of the COVID-19 pandemic, the Annual General Meeting will be arranged so that shareholders or their proxy representatives may not arrive at the meeting venue. Shareholders and their proxy representatives can participate in the meeting and exercise their rights only by voting in advance and making counterproposals and presenting questions in advance considering the limitations set out in the temporary act.

A shareholder or a proxy representative may not participate in the meeting by means of real-time telecommunications either, but shareholders may follow the General Meeting via the link available on the Company's website and in the beginning of this notice.  Shareholders following the meeting in this way are not considered to participate in the General Meeting.

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

Each shareholder, who is on the record date of the General Meeting on 11 March 2021 registered in the shareholders' register of the Company, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account in the book-entry system maintained by Euroclear Finland Oy, is registered in the shareholders' register of the Company.

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

2. Notice of participation of a shareholder registered in the shareholders' register and voting in advance

Registration for the meeting and advance voting begin on 2 March 2021 at 10:00 a.m., when the deadline for delivering counterproposals put to a vote has expired and the Company has published the possible counterproposals to be put to a vote on the Company's website. A shareholder entered in the Company's shareholders' register, who wishes to participate in the General Meeting, must register for the General Meeting and deliver his/her votes in advance on 16 March 2021 at 10:00 a.m. at the latest, by which time the notice of participation and the votes must be received.

Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda of the General Meeting during the period between 2 March 2021 at 10:00 a.m. and 16 March 2021 at 10:00 a.m. by the following manners:

a) Via the Company's website at the address https://ir.tokmanni.fi/en/agm2021

Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.

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

A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form available on the Company's website at https://ir.tokmanni.fi/en/agm2021 or corresponding information to the address Tokmanni Group Corporation, Marjut Aaltonen, Isolammintie 1, 04600 Mäntsälä, Finland or by e-mail to the address [e-mail].

If a shareholder participates in the General Meeting by delivering votes in advance by regular mail or e-mail to Tokmanni Group Corporation, the delivery of the votes before the deadline for delivering the notice of participation and the votes has expired shall constitute due registration for the General Meeting provided that the information required for registration set out in the advance voting form is provided.

In connection with the registration, shareholders shall notify the information requested such as their name, personal identification number/business ID, address, telephone number or e-mail address and the name and personal identification number of a possible proxy representative. The personal data given to the Company or Innovatics Ltd is used only in connection with the General Meeting, the following of the meeting via the online video stream and with the processing of registrations related thereto.

Instructions regarding the voting are available to all shareholders on the Company's website at the address https://ir.tokmanni.fi/en/agm2021. Additional information is also available by telephone at the number [phone] on weekdays at 9:00 a.m.-4:00 p.m.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. Shareholders' proxy representatives must also vote in advance as set out in this notice.

The proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder that they represent. The proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorizations service which is in use in the online registration service. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

A proxy representative may deliver a proxy document given to him/her also by regular mail to the address Tokmanni Group Corporation, Marjut Aaltonen, Isolammintie 1, 04600 Mäntsälä, Finland or by e-mail to the address [e-mail] before the end of the registration and advance voting period, by which time the proxy documents must be received. Delivery of a proxy document to Tokmanni Group Corporation before the expiration of the registration period on 16 March 2021 at 10:00 a.m. constitutes due registration for the General Meeting.

A template for a proxy document and voting instructions are available on the Company's website at https://ir.tokmanni.fi/en/agm2021 as of 2 March 2021 at the latest when the deadline for delivering counterproposals to be put to a vote has expired and when the Company has published possible counterproposals to be put to a vote on the Company's website.

4. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting on 11 March 2021 would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by 18 March 2021 by 10:00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company's shareholders' register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account manager of the custodian bank must register a holder of nominee registered shares temporarily into the Company's shareholders' register at the latest by the time stated above and arrange advance voting on behalf of a holder of nominee registered shares.

5. Following the Annual General Meeting via the video stream

Shareholders who have registered for the General Meeting can follow the meeting via the online video stream. Shareholders who have registered for the meeting will receive a link to the video stream and detailed instructions for following the video stream by email or text message.

Shareholders are requested to take into consideration that following the meeting via the video stream does not mean official participation in the General Meeting, and it does not enable the shareholders to exercise their right to speak and vote at the General Meeting. The list of votes of the General Meeting and voting results are determined solely based on the advance votes.

Questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act shall be asked in advance in the manner described below.

6. Making counterproposals to the proposed decisions and presenting questions in advance

Shareholders who hold at least one one-hundredth of all the shares in the Company have the right to make counterproposals concerning the proposed decisions on the agenda of the General Meeting to be placed for a vote. Such counterproposals must be delivered to the Company by email to the address [e-mail] no later than on 1 March 2021 at 10:00 a.m., by which time the counterproposals must be received. In connection with making the counterproposal, the shareholders must present an adequate statement of their shareholding in the Company. The counterproposal is admissible for consideration at the General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the Company on the record date of the General Meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting. The Company will publish the possible counterproposals eligible for voting on the Company's website at the address https://ir.tokmanni.fi/fi/yhtiokokous2021 on 2 March 2021 at 10:00 a.m. at the latest.

Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act. Such questions can be made either in the online registration service or they can be sent by email to the address [e-mail] or by mail to the address Tokmanni Group Corporation, Marjut Aaltonen, Isolammintie 1, 04600 Mäntsälä, Finland no later than on 9 March 2021 at 10:00 a.m. The Company will publish the shareholders' questions along with the management's responses as well as any counterproposals not eligible for voting on the Company's website https://ir.tokmanni.fi/fi/yhtiokokous2021 on 12 March 2021 at the latest. Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the Company.

7. Other instructions/information

On the date of this notice of the meeting 22 February 2021, the total number of shares and votes in Tokmanni Group Corporation is 58 868 752.

In Helsinki 22 February 2021

Tokmanni Group Corporation

Board of Directors

For more information

Maarit Mikkonen, Head of IR and Communications, tel. [phone]
Marjut Aaltonen, Executive Assistant, tel. [phone]

Tokmanni in brief

Tokmanni is the largest general discount retailer in Finland measured by number of stores and revenue. In 2020, Tokmanni's revenue was EUR 1 073.2 million and it has approximately 3,873 employees. Tokmanni is the only nationwide general discount retailer in Finland, with almost 200 stores across Finland.

Distribution

Nasdaq Helsinki
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