The key principles of 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. Responsible remuneration is used to engage personnel with the company, supporting the continuity and sustainable long-term financial success of the business. Well-functioning and competitive remuneration is an essential tool for recruiting competent employees to the company, retaining them and motivating them to contribute to the Group’s success.

The earning potential based on the variable remuneration, including long-term remuneration, of the CEO and the Deputy CEO is set at a competitive level in line with the market. In line with prevailing market practice, the higher a person’s position in the organisation, the greater the proportion of variable remuneration of the total earning potential under the company’s policy of variable remuneration. This follows the principle of performance-based pay, where incentive schemes, including short-term remuneration, do not include any guaranteed minimum bonus. If performance is good or excellent according to incentive scheme indicators, incentive bonuses can play a significant role in the overall remuneration of the CEO and the Executive Team. Earning potential based on the short-term remuneration scheme may be limited to a maximum amount set by the Board of Directors.

The remuneration paid to Board members must be sufficiently competitive to enable the recruitment of competent members to the Board of Directors of the Tokmanni Group. In the company, the remuneration of the members of the Board of Directors is organised separately from the remuneration systems applicable to the CEO, Deputy CEO, Executive Team and personnel. Tokmanni Group’s Annual General Meeting resolves on the remuneration of the Chair and members of the Board of Directors and of the Board committees annually on the basis of a proposal prepared by the Shareholders’ Nomination Board. In addition, the Annual General Meeting — or the Board of Directors pursuant to an authorisation from the Annual General Meeting — makes decisions concerning the possible distribution of shares, options or other special rights entitling to shares as part of remuneration.

Short-term remuneration

The Board of Directors determines the terms of the Group’s performance-related bonus each year. These short-term performance bonuses are typically paid quarterly and/or once a year. The bonuses are paid in cash or as additional pension contributions based on the achievement of the company’s profitability targets and other financial targets for the financial year, thereby supporting the achievement of strategic goals. Criteria can also be non-economic or qualitative, such as sustainability criteria. As the recommended indicators are measurable, the Board will be able to assess objectively the results at the end of the performance period.

The Board of Directors may also, if necessary, decide on the one-off or individual remuneration components for the CEO and Deputy CEO and for other key persons for successful execution of the key or strategic projects that are important for the Group. Such projects include acquisitions and large-scale construction projects.

Short-term cash-based performance bonus

The target levels for the 2025 quarterly short-term bonus were determined on a quarterly basis. The bonus was based on comparable sales performance depending on the person’s role (store or region-specific). The payment of the bonus was conditional on the margin not falling in the unit under review. The bonus was calculated using the percentage of the person’s gross salary for the relevant earning period as shown in a specified table. The bonus scheme covered Tokmanni Oy’s store personnel. Tokmanni Oy’s logistics employees were paid a personal productivity bonus based on their monthly performance, on top of their monthly basic salary.

Dollarstore introduced a sales commission program in the third quarter of 2025. The program included employees from Dollarstore and Big Dollar stores, as well as logistics and office employees. Store managers had a separate program of their own, which is structured on an annual basis. The program’s metric was the store’s quarterly sales performance compared to sales for the same period in the previous year.

Annual cash-based short-term performance bonus

The bonus paid under the 2025 annual short-term performance-based bonus scheme was based on revenue and performance targets as well as targets related to inventory. In addition, the synergies between Tokmanni and Dollarstore measured in euros were used as an indicator. The bonus will be paid after the financial statements for the year in question were finalised. The short-term cash-based performance bonus included all of the Tokmanni Group’s key employees. In addition, Tokmanni Oy’s experts had their own remuneration scheme, which is based on unit-specific targets. When the targets are met, so the bonus will be paid after the financial statements for the year in question had been finalised.

Individual short-term bonuses

Tokmanni Group Corporation has a retention scheme, which is based on personal performance and the achievement of set targets. In 2024 and 2025, no additional individual bonuses were paid.

Long-term remuneration

Share-based long-term incentive schemes are part of the company’s remuneration scheme for key employees. The purpose of this arrangement is to unite the targets of the owners and key employees in order to raise the value of the company over the long term and to commit the key employees to the implementation of the company’s strategy. In addition, the scheme aims to provide key employees with a competitive remuneration system based on the earning and accumulation of the company’s shares.

New share-based long-term incentive scheme

On 13 December 2023, the Board of Directors of Tokmanni Group Corporation decided to establish a new share-based long-term incentive scheme for the Group’s management and selected key personnel. The scheme consists of a Performance Share Plan (PSP). The Board of Directors also decided to launch a Restricted Share Plan (RSP). It is intended to be used as a complementary share-based retention scheme. Both schemes have a rolling structure, i.e. the PSP and RSP plans are started by a decision of the Board of Directors. Participants, earning potential, performance indicators and target levels are decided separately for each programme.

The first individual plan in the PSP structure, PSP 2024–2026, commenced at the beginning of 2024 and the awards potentially earned thereunder will be paid in listed shares of Tokmanni Group Corporation and potentially partly in cash during the first half of 2027. The PSP 2024–2026 indicators were earnings per share, relative total shareholder return relative to the median return of peer companies, as well as the environmental scope 3 climate target and the diversity, equity and inclusion (DEI) indicator.

The second individual plan within the PSP structure, PSP 2025–2027, commenced at the beginning of 2025, and any awards potentially earned thereunder will be paid in listed shares of Tokmanni Group Corporation and potentially partly in cash during the first half of 2028. The performance indicators for the PSP 2025–2027 plan are earnings per share, relative total shareholder return compared to the median return of peer companies, the environmental scope 3 climate target, and the diversity, equity and inclusion (DEI) indicator.

The first individual plan in the RSP structure, RSP 2024–2026, commenced at the beginning of 2024 and share awards payable thereunder will be paid in annual tranches during the plan’s restriction period. The aggregate maximum number of shares payable as a reward under the RSP 2024–2026 is approximately 50,000 shares (referring to gross reward, from which the applicable payroll tax is withheld before share delivery).

In 2025, Tokmanni Group Corporation transferred 3,666 of its own shares under the RSP program to pay a share award to the company’s CEO. In addition, the CEO was paid the equivalent of 3,666 shares in cash to cover taxes. The Deputy CEO received 394 of the company’s own shares and an amount in cash equal to 394 shares to cover taxes. In 2025, the Board of Directors decided not to launch the RSP 2025–2027 program. In 2026, the Board of Directors decided to establish a new RSP 2026–2028 program.

Remuneration in relation to Tokmanni Group’s financial performance

In accordance with the Tokmanni Group’s Remuneration Policy, the remuneration of the CEO and the Deputy CEO consists of a fixed annual salary and performance-based bonuses. Since the targets of the Tokmanni Group’s short- and long-term incentive schemes are linked to achievement of the company’s profitability targets and other financial targets, the development of the company’s business operations is reflected in the remuneration paid to the CEO. Changes in the total remuneration have mostly been due to changes in realised performance- and share-based bonuses.

The Deputy CEO’s primary role is to act as the Group’s CFO. As the role of Deputy CEO is secondary, the company does not pay a separate remuneration for the performance of the Deputy CEO’s duties. The Deputy CEO has not performed the CEO’s duties between 2018 and 2025.

Read more: Tokmanni Group Corporation Remuneration Report 2025