Tokmanni Oyj - Major shareholder announcements

Tokmanni Group Corporation: Announcement of a change in shareholding according to Chapter 9, Section 10 of the Finnish Securities Market Act

29 April 2016

Tokmanni Group Corporation - Announcement of a change in shareholding according
to Chapter 9, Section 10 of the Finnish Securities Market Act

Not for publication, distribution or release, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan,
New Zealand, South Africa or Singapore.

Tokmanni Group Corporation (the "Company") has today received a notification
from Cidron Disco S.à r.l. ("Cidron", a company ultimately owned by Nordic
Capital Fund VII(1), together with associated co-investment vehicles) according
to which Cidron's direct holding in the Company fell below the threshold of 25
percent and holding in the Company through financial instruments increased above
the threshold of 30 percent on 29 April 2015.

Total positions of Cidron:

                                  % of shares and
                    % of shares    voting rights                Total number of
                     and voting  through financial   Total of     shares and
                       rights       instruments     both in %    voting rights
                    (total of A)   (total of B)      (A + B)       of issuer

 Resulting            24.67 %         36.85 %        61.52 %      45,597,449
 situation on the
 date on which
 threshold was
 crossed or reached

 Position of            N/A             N/A            N/A
 previous
 notification (if
 applicable)




Notified details of the resulting situation on the date on which the threshold
was crossed or reached:

A: Shares and voting rights

                       Number of shares and voting    % of shares and voting
 Class/type of shares             rights                      rights

 ISIN code (if           Direct       Indirect       Direct       Indirect
 possible)             (SMA 9:5)  (SMA 9:6 and 9:7) (SMA 9:5) (SMA 9:6 and 9:7)

 FI4000197934          11,248,874        N/A         24.67 %         N/A

 SUBTOTAL A                     11,248,874                    24.67 %




_________
1              "Nordic Capital Fund VII" refers to Nordic Capital VII Alpha,
L.P. and Nordic Capital VII Beta, L.P., for which Nordic Capital VII Limited
acts as General Partner.

B: Financial instruments according to the Finnish Securities Market Act 9:6a

                                                                         % of
                                                                        shares
    Type of                    Exercise/    Physical or    Number of     and
   financial    Expiration    Conversion       cash       shares and    voting
  instrument       date         period      settlement   voting rights  rights

 Primary Share  4 May 2016        N/A        Physical     13,271,303   29.11 %
 Lending                                    settlement
 Agreement

 Share Lending  28 May 2016       N/A        Physical      3,532,124    7.75 %
 Agreement                                  settlement

                                            SUBTOTAL B    16,803,427   36.85 %




To facilitate delivery of shares against payment therefor in the institutional
offering of the Company, Cidron has on 29 April 2016 entered into a primary
share lending agreement with Nordea Bank Finland Plc ("Nordea"). Under the
primary share lending agreement, Cidron lent to Nordea 13,271,303 existing
shares corresponding to the number of new shares allocated by the Company to
institutional investors in the institutional offering to be delivered against
payment therefor on or about 3 May 2016 through Euroclear Finland Ltd. Following
such delivery, a corresponding amount of new shares will be issued by the
Company to Nordea after receipt by the Company from Nordea of the subscription
price for the new shares and such new shares are registered in the Trade
Register on or about 3 May 2016. Promptly thereafter, Nordea will deliver such
shares to Cidron to return the lent shares. As a result of such share issue by
the Company, the total number of shares in the Company will increase to
58,868,752 shares. After Nordea has returned the lent shares, Cidron's direct
holding in the Company will be 24,520,177 shares, corresponding to 41.65 percent
of the shares and voting rights in the Company.

In addition, Cidron has on 29 April 2016 entered into a share lending agreement
with Goldman Sachs International ("Goldman Sachs") to cover the overallotments
in the initial public offering of the Company. Under the share lending
agreement, Cidron lent to Goldman Sachs 3,532,124 existing shares. Goldman Sachs
has an obligation to return the lent shares by 30 May 2016, unless Goldman Sachs
wholly or partially exercises its over-allotment option granted by Cidron in
connection with the initial public offering, which exercise will offset the
obligation to return on a share-for-share basis. If all lent shares are returned
to Cidron, Cidron's direct holding in the Company will be 28,052,301 shares,
corresponding to 47.65 percent of shares and voting rights in the Company
(assuming that the total number of shares in the Company will be 58,868,752
shares).

On 27 April 2016, the Finnish Financial Supervisory Authority granted an
exemption to Cidron pursuant to which the redelivery of the lent shares by the
borrower banks do not create an obligation for Cidron to commence a mandatory
tender offer under Chapter 11 of the Finnish Securities Market Act if Cidron's
holdings of shares and voting rights in the Company, as a result of redelivery
of the lent shares, increases above a threshold of voting rights carried by the
shares of the Company that triggers a mandatory tender offer obligation (30
percent and/or 50 percent).

Cidron's relevant direct holding in the Company before the entry into the above-
mentioned share lending agreements was 28,052,301 shares.

For further information

Joséphine Mickwitz, Head of IR and Communications, tel: +358 20 728 6535

About Tokmanni

Tokmanni is the largest general discount retailer in Finland measured by number
of stores and revenue. In 2015, Tokmanni's revenue was EUR 755 million and on
average it had approximately 3,200 employees. Tokmanni is the only nationwide
general discount retailer in Finland, with 156 stores across Finland as at 31
December 2015. Tokmanni conducted an extensive brand harmonisation project
between 2013 and 2015, unifying all of its stores under the Tokmanni brand. The
brand harmonisation project was completed in October 2015. Based on a survey
commissioned by Tokmanni from TNS Gallup in autumn 2015, approximately 42
percent of adult Finns visit a Tokmanni store at least once a month.

Tokmanni's value proposition combines an attractive and wide product assortment
at low prices supported by a good in-store customer experience. Tokmanni offers
its customers a broad assortment of products across six product categories: home
cleaning and personal care; groceries; clothing; tools and electrical equipment;
home, decoration and garden; as well as leisure and home electronics. Tokmanni's
product assortment includes A-brand products from leading manufacturers,
Tokmanni's private label products, licensed brand products and non-branded
products.

Tokmanni employs a cost-efficient operating model with a focus on efficiency
across the entire value chain from factory to customer. Tokmanni aims to
maintain a low-cost base through centralised sourcing and an effective supply
chain. Tokmanni manages its inventory centrally from its distribution centre
located in Mäntsälä, Finland. Tokmanni's headquarters is also located in
Mäntsälä.

Important Notice

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. The information in this announcement may be subject to
change.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the Hong Kong
special administrative region of the People's Republic of China, Japan, New
Zealand, South Africa or Singapore or any other jurisdiction where to do so
would constitute violation of the relevant laws of such jurisdiction.

This announcement is not a prospectus for the purposes of Directive 2003/71/EC
(such directive, as amended, together with any applicable implementing measures
in the relevant member state of the European Economic Area under such Directive,
the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus
Directive and approved by the Finnish Financial Supervisory Authority has been
published and can be obtained from the Company and other places indicated in the
prospectus. Investors should not subscribe for or purchase any securities
referred to in this announcement except on the basis of information contained in
the prospectus.

This announcement does not contain or constitute an offer to sell, or a
solicitation of an offer to purchase, any securities in the United States. The
securities referred to herein may not be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended. The Company does not intend to register any of the
securities in the United States or to conduct a public offering of the
securities in the United States.

This announcement is directed only at: (A) persons in member states of the
European Economic Area who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive (the "Qualified Investors"); (B) in
the United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments and who fall within
the definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); or (ii) are high net worth entities falling within Article 49 of the
Order; and (C) other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "Relevant Persons"). Any
investment activity to which this communication relates will only be available
to and will only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this document or any of its contents.

None of the Managers or any of their respective affiliates, directors, officers,
employees, advisers or agents accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection therewith.

The Managers are each acting exclusively for the Company and for no-one else in
connection with any transaction mentioned in this announcement and will not
regard any other person (whether or not a recipient of this announcement) as a
client in relation to any such transaction and will not be responsible to any
other person for providing the protections afforded to their respective clients,
or for advising any such person on the contents of this announcement or in
connection with any transaction referred to in this announcement. The contents
of this announcement have not been verified by the Managers.

FCA/ICMA Stabilisation

This announcement does not constitute a recommendation concerning the Offering.
The price and value of securities and any income from them can go down as well
as up. Past performance is not a guide to future performance. Information in
this announcement or any of the documents relating to the Offering cannot be
relied upon as a guide to future performance. There is no guarantee that the
listing on Nasdaq Helsinki will occur and you should not base your financial
decisions on the Company's intentions in relation to the listing at this stage.
Potential investors should consult a professional advisor as to the suitability
of the Offering for the entity concerned.

Each of the Managers and any of their respective affiliates, acting as investors
for their own accounts, may purchase shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own accounts in such
shares and other securities of the Company or related investments in connection
with the Offering or otherwise. Accordingly, references in the final prospectus,
once published, to the shares being offered, acquired, sold, placed or otherwise
dealt in should be read as including any offer, sale, acquisition, placing or
dealing in the shares by any of the Managers and any of their affiliates acting
as investors for their own accounts. In addition, certain of the Managers or
their affiliates may enter into financing arrangements and swaps in connection
with which they or their affiliates may from time to time acquire, hold or
dispose of shares. None of the Managers intends to disclose the extent of any
such investment or transaction otherwise than in accordance with any legal or
regulatory obligations to do so.

No representation or warranty, express or implied, is given by or on behalf of
the Managers or any of their respective subsidiaries, affiliates, agents or
advisers or any of such persons' affiliates, directors, officers or employees or
any other person as to the fairness, accuracy, completeness or verification of
the information or the opinions contained in this announcement, and no liability
is accepted for any such information or opinions. Each of the Managers or any
such persons' directors, officers, employees or affiliates or any other person
disclaim all and any responsibility and liability whatsoever, whether arising in
tort, contract or otherwise, for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this announcement or
its contents or otherwise in connection with this announcement.




[HUG#2008469]