Tokmanni Group Oyj - Notice to general meeting

Tokmanni Group Corporation: Notice to Tokmanni Group Corporation's Annual General Meeting

NOTICE TO TOKMANNI GROUP CORPORATION'S ANNUAL GENERAL MEETING

Tokmanni  Group Corporation   Notice to general meeting  24 February 2017   8 am
EET

Notice  is given to the shareholders of Tokmanni Group Corporation to the annual
general  meeting  to  be  held  on  Friday  24 March  2017 at  10:00 a.m. at the
Tokmanni's  administration  and  logistics  centre  at  the address Isolammintie
1, 04600 Mäntsälä.  The reception of persons who have registered for the meeting
and  the distribution of voting tickets as  well as coffee service will commence
at 9:00 a.m.
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

3       Election  of  persons  to  scrutinise  the  minutes and 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   2016 financial   statements,   including   the
consolidated  financial statements, the report of the Board of Directors and the
auditor's report

Presentation of the review of the CEO.
7       Adoption  of the  financial statements  including consolidated financial
statements

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
dividend  in accordance with the company  dividend policy EUR 0,41 per share and
an  extra dividend of  EUR 0.10 per share,  in total a  dividend of EUR 0.51 per
share,  for the accounting  period that ended  on 31 December 2016. The proposed
dividend  will  be  paid  to  shareholders  who  are registered in the company's
shareholders  register, maintained by  Euroclear Finland, on  the record date of
the  payment of the dividend. The record date for the payment of the dividend is
28 March  2017 and the proposed date for the  payment of the dividend is 4 April
2017.
9       Resolution on the discharge of the members of the Board of Directors and
the Managing Director from liability;

10    Resolution on the remuneration of the members of the Board of Directors

The  Nomination Committee proposes to the general meeting that the remunerations
of  the members of  the Board of  Directors remain the  same so that they are as
follows:

   i. The Chairman of the Board of Directors will be paid EUR 7,000.00 as
      monthly remuneration;

  ii. A member of the Board of Directors will be paid EUR 2,500.00 as monthly
      remuneration;

 iii. 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: (i) EUR 1,000.00 for those members of the Board of Directors who
      are domiciled in Finland;(ii) EUR 2,000.00 for those members of the Board
      of Directors who are domiciled elsewhere in Europe; and (iii) EUR
      3,000.00 for those members of the Board of Directors who are domiciled
      outside Europe.
11    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 members.

The  Nomination Committee  proposes to  the general  meeting that  6 members are
elected to the Board of Directors.
12    Election of the Chairman and members of the Board of Directors

Robert  Furuhjelm has announced that he will no longer be available for election
as a member to the Board of Directors.

The Nomination Committee proposes that the other current members of the Board of
Directors  Harri Sivula,  Therese Cedercreutz,  Christian Gylling,  Kati Hagros,
Sven-Olof  Kulldorff and Seppo  Saastamoinen are with  their consent elected for
the  new term which continues until the  end of the next annual general meeting.
The  Nomination Committee  proposes that  the current  Chairman of  the Board of
Directors Harri Sivula is elected as the Chairman of the Board of Directors.
13    Resolution on the remuneration of the auditor

The  Board  of  Directors  proposes  that  the  auditor  is paid remuneration in
accordance with a reasonable invoice.
14    Election of auditor

In accordance with the proposal of the Finance and Audit Committee, the Board of
Directors  proposes that authorised public accountants KPMG Oy Ab is reappointed
as  the company's  auditor. The  principal auditor  designated by the audit firm
would be Authorized Public Accountant (KHT) Ari Eskelinen.
15    Authorising  the Board  of Directors  to decide  on the  repurchase of the
company's own shares

The  Board of Directors proposes that  the annual general meeting authorises the
Board  of Directors to  decide on repurchase  or accepting as  pledge, using the
company's  non-restricted  equity,  a  maximum  of  2,943,000 own  shares, which
corresponds  to approximately  5 per cent  of the  company's total shares at the
time  of convening  the meeting.  The repurchase  may take  place in one or more
tranches.

The  shares shall  be repurchased  in a  proportion other than the shareholders'
current  shareholdings  in  the  company  in  public  trading arranged by Nasdaq
Helsinki  Ltd at the trading price of the moment of 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 for the Board of Directors to
decide   on  all  other  matters  related  to  the  repurchase  of  shares.  The
authorisation  is proposed to be effective until the annual general meeting held
in 2018, yet no further than until 30 June 2018.

The  decision concerning the  authorisation requires a  qualified majority of at
least two thirds of the votes cast and shares represented at the meeting.
16    Authorising  the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other special rights entitling to shares

The Board of Directors proposes that the general meeting authorises the Board of
Directors  to decide on the  issuance of at most  2.943.000 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.

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

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

It  is  proposed  that  the  authorisation  include  the  right  of the Board of
Directors to decide on any terms and conditions of the share issue and the 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  is  proposed  to  be  effective  until  23 March  2022. The
authorisation  to issue shares  granted by the  extraordinary general meeting to
the Board of Directors on 12 April 2016 ended on 31 December 2016.

The  decision concerning the  authorisation requires a  qualified majority of at
least two thirds of the votes cast and shares represented at the meeting.
17    Establishment of a Shareholders' Nomination Board

The Board of Directors proposes that the general meeting resolves to establish a
Shareholders'  Nomination  Board  to  prepare  future  proposals  concerning the
election  and  remuneration  of  the  members  of  the Board of Directors to the
general meetings. The Shareholders' Nomination Board will replace the Nomination
Committee  nominated  by  the  Board  of  Directors.  In  addition, the Board of
Directors   proposes  that  the  general  meeting  adopts  the  Charter  of  the
Shareholders'  Nomination Board set out as Annex to the proposal of the Board of
Directors.

According  to the proposal, the  Nomination Board shall comprise representatives
nominated  by the four largest  shareholders of the company  and the Chairman of
the   Board   of   Directors   as  an  expert  member.  The  right  to  nominate
representatives shall be vested with the four shareholders of the company having
the  largest share  of the  votes represented  by all  the shares in the company
annually  on the first workday of September based on the company's shareholders'
register  held  by  Euroclear  Finland  Ltd.  However,  if a shareholder who has
distributed his/her holdings e.g. into several funds and has an obligation under
the  Finnish Securities  Markets Act  to take  these holdings  into account when
disclosing changes in share of ownership, makes a written request to such effect
to  the Chairman  of the  Board of  Directors no  later than  on 31 August, such
shareholder's  holdings  in  several  funds  or  registers will be combined when
calculating  the share of votes which  determines the nomination right. Should a
shareholder  not wish to  exercise his/her nomination  right, the right shall be
transferred  to the next largest shareholder who otherwise would not be entitled
to nominate a member.

The  Chairman of the Board  of Directors shall convene  the first meeting of the
Nomination  Board and the Nomination Board shall elect a Chairman from among its
members.

The  Nomination Board shall give its proposal to the Board of Directors annually
no  later than on 31 January preceding the next annual general meeting. The term
of  office of the members of the Nomination Board expires annually after the new
Nomination Board has been nominated.
18    Closing of the meeting



B. Documents of the general meeting

The aforementioned proposals on the agenda of the annual general meeting as well
as  this notice  are available  on the  Tokmanni Group  Corporation's website at
https://ir.tokmanni.fi/en/AGM.    Tokmanni    Group    Corporation's   financial
statements,  report  of  the  Board  of  Directors  and the auditor's report are
available  on the said website no later than 28 February 2017. The proposals for
decisions  and the other above-mentioned documents will also be available at the
general  meeting. In addition, copies of these documents and of this notice will
be  sent  to  shareholders  upon  request.  The  minutes  of the meeting will be
available on the above-mentioned website as of 31 March 2017 at the latest.
C. Instructions for the participants in the general meeting

1       Shareholders registered in the shareholders' register

Shareholders  who are on 14 March 2017 registered in the company's shareholders'
register  held by  Euroclear Finland  Ltd have  the right  to participate in the
general  meeting.  Shareholders  whose  shares  are registered on their personal
Finnish  book-entry  accounts  are  registered  in  the  company's shareholders'
register.

Shareholders  who  are  registered  in  the  shareholders'  register and want to
participate  in the General Meeting shall register for the meeting no later than
on  21 March 2017 at 10:00 a.m.  by giving prior  notice of participation, which
must be received by the company no later than on the above-mentioned date.

Such notice can be given:
 a. on Tokmanni Group Corporation's website https://ir.tokmanni.fi/en/AGM
 b. by telephone, +358 20 728 5431, Monday - Friday 9 - 16 or
 c. by mail to address Tokmanni Group Corporation, Marjut Aaltonen, Isolammintie
    1, 04600 Mäntsälä

In  connection with  the registration,  a shareholder  shall notify  their name,
personal  identification number,  address, telephone  number and  the name  of a
possible  assistant  or  proxy  representative  and  the personal identification
number of a proxy representative.

The personal data given to Tokmanni Group Corporation is used only in connection
with the general meeting and with the processing of related registrations.

The  shareholder, their authorized representative  or proxy representative must,
where necessary, be able to prove their identity and/or right of representation.
2       Holders 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 they on the record date
of  the  general  meeting,  i.e.  on  14 March  2017, would  be  entitled  to be
registered  in  the  shareholders'  register  of  the  company held by Euroclear
Finland  Ltd.  The  right  to  participate  in  the general meeting requires, in
addition,  that the shareholder on the basis  of such shares has been registered
into  the temporary shareholders' register held  by Euroclear Finland Ltd at the
latest by 21 March 2017 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 registration in the temporary shareholder's
register of the company, the issuing of proxy documents and registration for the
general  meeting from their custodian  bank. The account management organization
of  the custodian bank has to register a holder of nominee-registered shares who
wants  to participate  in the  general meeting  into the temporary shareholders'
register of the company at the latest by the time stated above.
3       Proxy representative and powers of attorney

A  shareholder may participate in the  general meeting and exercise their rights
at  the meeting  by way  of proxy  representation. A  proxy representative shall
produce  a dated  proxy document  or otherwise  in a reliable manner demonstrate
their  right  to  represent  the  shareholder  at  the  general  meeting. When a
shareholder  participates  in  the  general  meeting  by  means of several proxy
representatives representing the shareholder with shares at 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.

Possible  proxy  documents  should  be  delivered  in  originals  to the address
Tokmanni  Group  Corporation,  Marjut  Aaltonen,  Isolammintie 1, 04600 Mäntsälä
before the last date for registration.
4       Other instructions and information

The company organizes a bus transportation from Helsinki to the general meeting.
The  bus will leave at  8:00 a.m. from tourist bus  stop of Kiasma, Mannerheimin
aukio, 00100 Helsinki. The registration for the transportation shall be made via
email to marjut.aaltonen@tokmanni.fi no later than at 16:00 on 17 March 2017.

Pursuant  to  Chapter  5 Section  25 of  the  Limited Liability Companies Act, a
shareholder  who is  present at  the general  meeting has  the right  to request
information with respect to the matters to be considered at the meeting.

On  the date of this  notice to the general  meeting 24 February 2017, the total
number  of shares in  Tokmanni Group Corporation,  and votes represented by such
shares, is 58,868,752.


TOKMANNI GROUP CORPORATION
BOARD OF DIRECTORS

For more information:

Joséphine Mickwitz, Head of IR and Communications, tel. +358 20 728 6535
Marjut Aaltonen, Executive Assistant, puh. +358 20 728 5431


Tokmanni in brief
Tokmanni  is the largest general discount retailer in Finland measured by number
of  stores and revenue.  In 2016, Tokmanni's revenue  was EUR 776 million and on
average  it had approximately  3,200 employees. Tokmanni is  the only nationwide
general  discount retailer in Finland, with  162 stores across Finland as at 31
December 2016.

Distribution:
Nasdaq Helsinki Ltd
Main news media



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