In accordance with the remuneration policy, the Annual General Meeting decides on the remuneration of the members of the Board of Directors one term of office at a time. Matters pertaining to the remuneration of the Board members are prepared by the Shareholders’ Nomination Board, which submits its proposal to the Group’s Board of Directors annually before the Annual General Meeting or a possible extraordinary general meeting is convened.

The Shareholders’ Nomination Board has been established to serve until further notice. It consists of representatives appointed by the company’s four largest shareholders. The Chair of the company’s Board of Directors is an expert member of the Board. Its members’ term of office ends once a new Nomination Board has been appointed.

According to the Tokmanni Group Corporation’s list of shareholders on 1 September 2023, the largest shareholders were Takoa Invest Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company and Nordea Funds. The Shareholders’ Nomination Board announced its proposal for the remuneration of the Board of Directors for the Notice of the Annual General Meeting on 24 January 2024. The Annual General Meeting held on 23 April 2024 approved the Board’s proposal.

During 2024, the Nomination Board discussed the size, composition and diversity of the Board, as well as the areas of expertise that it considers to be the most beneficial for the company. The Nomination Board also reviewed the remuneration of the members of the Board of Directors.

On 23 April 2024, the Tokmanni Group’s Annual General Meeting confirmed the annual remuneration of the members of the Board of Directors (in euros) as follows:

The Chair of the Finance and Audit Committee and the Chair of the People and Sustainability 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% 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 People and Sustainability Committee are paid in cash.

There are no share-based incentive schemes for the members of the Board of Directors, and they are not covered by the company’s remuneration schemes or pension arrangements.