Corporate Governance

Tokmanni Group’s Corporate Governance principles

The governance model and governance practises at Tokmanni Group are based on the Articles of Association approved by the General Meeting of Shareholders, the Finnish Limited Liability Companies Act, the Security Market Act, the Auditing Act and the Accounting Act, as well as EU-level regulations and the rules and regulations issued by Nasdaq Helsinki Ltd. regarding listed companies.

Tokmanni Group complies with the Finnish Corporate Governance Code 2025 issued by the Finnish Securities Market Association. The Code is publicly available at http://cgfinland.fi/en. The Sustainability and Personnel Committee of Tokmanni Group’s Board of Directors has reviewed, and the Board of Directors has approved this Corporate Governance Statement.

General Meetings

In accordance with the Finnish Limited Liability Companies Act and the Articles of Association, the General Meeting of Shareholders is Tokmanni Group’s highest decision-making body, and it meets at least once a year. If necessary, the company may also hold Extraordinary General Meetings.

Shareholders’ Nomination Board

The Shareholders’ Nomination Board prepares future proposals concerning the election and remuneration of the members of the Board of Directors to the general meetings.

Leadership

Tokmanni Group has a Board and a Executive Team led by the Group CEO.

Remuneration

At Tokmanni Group, remuneration is not only compensation for the input received by the company but also a key incentive used to guide and motivate the company’s employees.

Insiders

Tokmanni Group’s insider and trading guidelines are based on current legislation, including Regulation (EU) No 596/2014 (Market Abuse Regulation, MAR) and the provisions and regulations of the Securities Markets Act, the European Securities and Markets Authority (ESMA). the Financial Supervisory Authority and other competent authorities, as well as the guidelines of Nasdaq Helsinki Ltd (“Stock Exchange”).

Risk management and control

Tokmanni Group Corporation’s risk management is guided by the risk management policy approved by the Board of Directors of Tokmanni Group. The purpose of Tokmanni Group’s risk management is to support the Group’s values and strategy and the continuity of its business operations by identifying, measuring, managing, and monitoring any risks associated with its operations. The goal is to assess risks systematically to encourage thorough planning and decision-making.

Audit

The company has one auditor. The auditor must be an auditing firm authorised by the Finland Chamber of Commerce. The Annual General Meeting appoints the auditor for the financial year in progress at the time. The auditor’s term of office runs until the end of the Annual General Meeting immediately following the meeting during which they were appointed.

Articles of Association

The name of the company is Tokmanni Group Oyj in Finnish and Tokmanni Group Corporation in English. The domicile of the company is Helsinki, Finland.

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