Tokmanni Group Corporation's Annual General Meeting was held on 28 April 2026 at Tokmanni's administration and logistics centre at the address Isolammintie 1, 04600 Mäntsälä, Finland.

The Annual General Meeting was in favour of all proposals submitted and adopted the financial statements 2025.

Use of the profit shown on the balance sheet and the payment of dividends

The Annual General Meeting approved a maximum dividend of EUR 0.34 per share, or a total of EUR 19,904,455.78, be distributed as dividend based in the adopted balance sheet for the financial year ended 31 December 2025.

In accordance with the Board's proposal, the first instalment of the dividend, EUR 0.17 per share, will be paid to shareholders who are registered in the company's shareholder register maintained by Euroclear Finland Ltd, on the record date of the first dividend instalment, 30 April 2026. The first dividend payment date will be 13 May 2026.

In addition, the Annual General Meeting authorised the Board of Directors to later decide, at its discretion, on the distribution of a maximum dividend of EUR 0.17 per share in one instalment in fall 2026. This authorisation is valid until 31 December 2026. The company will later announce any decision taken by the Board of Directors on the distribution of a dividend and, if necessary, 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.

Discharge of the members of the Board of Directors and the CEO from liability for the financial year 2025

The Annual General Meeting discharged the Board members and the Group CEO from liability for the financial year 1 January-31 December 2025.

Remuneration Report for governing bodies

The Annual General Meeting approved the Remuneration Report for governing bodies 2025. The resolution on approving the Remuneration Report was advisory.

Fees of the members of the Board of Directors

The General Meeting confirmed the following Board of Directors' remuneration:

• 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 will be paid in cash.

Number of members of the Board of Directors

The Annual General Meeting approved that the number of members of the Board of Directors is seven.

Members of the Board of Directors

The Annual General Meeting approved 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 2026 and ending at the close of the Annual General Meeting 2027: Mikko Bergman, Katarina Gabrielson, Erja Hyrsky, Erkki Järvinen, Jari Latvanen, Seppo Saastamoinen and Eja Tuominen. Erkki Järvinen was elected as Chairman of the Board of Directors.

Auditor

The Annual General Meeting re-elected PricewaterhouseCoopers Oy as the company's Auditor. The principal Auditor designated by the firm of auditors PricewaterhouseCoopers Oy is APA Ylva Eriksson. The term of office of the Auditor ends at the close of the Annual General Meeting following the election of the Auditor. The Annual General Meeting resolved that the Auditor will be paid a fee in accordance with a reasonable invoice approved by the company.

Sustainability Auditor

The Annual General Meeting elected sustainability audit firm BDO Oy as the Sustainability Auditor. The key Sustainability Auditor is Authorised Sustainability Auditor APA Vesa Vuorinen. The Annual General Meeting resolved that the Sustainability Auditor will be paid a fee and compensation for expenses according to a reasonable invoice approved by the company.

Repurchase and/or acceptance as pledge of the company's own shares

The Annual General Meeting resolved to 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.

The authorisation includes 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. The authorisation revokes the authorisation granted by the Annual General Meeting on 7 May 2025 regarding the repurchase and/or acceptance as pledge of the company's own shares. It is proposed that the authorisation be effective until the Annual General Meeting to be held in 2027, but no longer than until 30 June 2027.

Issue of shares as well as the issue of options and other special rights entitling to shares

The Annual General Meeting resolved to 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.

The authorisation will 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. However, a maximum of 300,000 shares may be used to implement the incentive scheme. This amount corresponds to approximately 0.5 per cent of all the company's shares.

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.

The authorisation includes 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.

The authorisation revokes the authorisation granted by the Annual General Meeting on 7 May 2025 to decide on the issue of shares as well as the issue of options and other special rights entitling to shares. The authorisation is effective until the Annual General Meeting to be held in 2027, but no longer than until 30 June 2027.

Amendment of the Charter of the Shareholders' Nomination Board

The Annual General Meeting approved that the charter of the Shareholders' Nomination Board be amended so that the largest shareholders of the company shall be determined based on the company's shareholder register as at the first business day of June on Nasdaq Helsinki.

The Annual General Meeting approved that the charter be amended so that the term of office of the members ends when new members have been appointed to the Nomination Board. In addition, certain other technical updates to the charter were approved.

General Meeting minutes

The minutes of the Annual General Meeting will become available on the aforementioned website as of 12 May 2026 at the latest.

Decisions taken in the constitutive meeting of the Board of Directors

At its constitutive meeting following the Annual General Meeting, the Board resolved to elect Seppo Saastamoinen as Vice Chairman of the Board.

The Board resolved to elect as members of the Finance and Audit Committee: Mikko Bergman, Jari Latvanen and Erja Hyrsky. Mikko Bergman was elected as Chairman of the Finance and Audit Committee.

The Board also resolved to elect as members of the Sustainability and Personnel Committee: Katarina Gabrielson, Jari Latvanen ja Eja Tuominen. Eja Tuominen was elected as Chairman of the Sustainability and Personnel Committee.

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

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 2025, the Group's revenue was EUR 1,728 million and comparable EBIT amounted to EUR 85 million. Tokmanni Group Corporation's shares are listed on Nasdaq Helsinki.

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Nasdaq Helsinki
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