In accordance with the Remuneration Policy, the Sustainability and Personnel Committee prepares and the Board of Directors approves the principles concerning remuneration systems and decides on the CEO’s and Deputy CEO’s salaries and bonuses and the key terms and conditions of their service contract. The CEO and the Deputy CEO receive an annual remuneration in accordance with the remuneration policy, consisting of the following fixed and variable components: fixed annual salary, pension, short-term incentives, long-term incentives, one-off remuneration and benefits.

Mika Rautiainen was the CEO of Tokmanni Group throughout the financial year 2025 and Tapio Arimo was the Deputy CEO. The Deputy CEO did not perform the duties of the CEO in 2025.

In 2025, the fixed component of the CEO’s annual salary was 76.8% of the total remuneration, while the short-term and long-term bonuses paid were 15.8% and the supplementary pension was 7.4%.

In 2025, the fixed component of the Deputy CEO’s annual salary was 84.6% of the total remuneration, while the short-term and long-term bonuses paid were 7.4% and the supplementary pension was 8.1%.

The CEO and the Deputy CEO have valid health insurance that also covers treatment expenses and medication for accidents during leisure time. The CEO and the Deputy CEO also have a phone benefit and the option of a car benefit.

Short-term performance-based bonus in cash

The maximum amount of the cash bonus paid to the CEO under the short-term incentive scheme was set at 61.8% of his fixed annual salary in the 2024 performance-based bonus scheme. The bonus for the 2024 incentive scheme was based on revenue (total consolidated revenue growth) and performance (consolidated and Tokmanni segment’s comparable EBIT) targets and achieved synergies. In 2024, the CEO’s success rate in achieving the targets of the short-term incentive scheme was 11.0% of the maximum bonus, resulting in a cash bonus of 6.8% of the fixed salary for 2024. The amount payable in cash was EUR 29,938 and it will be paid in 2025.

The maximum amount of the cash bonus payable to the CEO under the short-term incentive scheme was set at 61.8% of the fixed annual salary in the 2025 performance-based bonus program. The bonus for the 2025 incentive scheme was based on revenue (Group revenue), performance (the Group’s comparable EBIT), inventory (the value and turnover of inventory), and achieved synergies. In 2025, the CEO’s success rate in achieving the targets of the short-term incentive scheme was 19.0% of the maximum bonus, resulting in a cash bonus of 11.7% of the fixed salary for 2025. The amount payable in cash was EUR 56,242.84 and it was paid in 2026.

Pension benefits

The pensions of key members of Tokmanni Group’s management are determined in line with the general provisions applied in Finland to employee pensions (Employee Pensions Act). In 2025, contributions to a supplementary pension insurance for the CEO were paid as part of an incentive scheme. The CEO’s statutory pension expenses amounted to EUR 93,015.49 in 2025 (81,845.32). The company’s pension cover is arranged by external pension insurance companies. Pension expenditure is recognised as an expense in the year in which it is accrued.

The supplementary pension paid to the CEO and Deputy CEO were 10% of the basic salary of the CEO and Deputy CEO. The supplementary pension is paid every six months by the company to a company that provides pension insurance.

The ESG and non-financial targets are:

• Reducing emissions in the supply chain in cooperation with suppliers (Science Based Climate Targets, scope 3 target). Tokmanni Group’s baseline data was obtained during
  2024 and used for setting targets for 2025 and 2026.
• Social: DEI target (diversity, equity, inclusion). A summary of the responses to the Pulse survey on social responsibility. With regard to diversity, a target of at least 35% women has been set for 2027 for gender balance in senior management and among key personnel.
• Tokmanni Group’s relative total shareholder return (relative TSR), based on the share price of a peer group of about 10 companies, most of which are listed retail companies operating in the Nordic countries. Their share price is measured in January–February at the beginning and end of the performance period. The initial value is calculated at the beginning of March.

Long-term share-based retention scheme

On 13 December 2023, Tokmanni Group Corporation’s Board of Directors decided to launch a Restricted Share Plan (RSP). It is intended to be used as a complementary share-based retention scheme. The first individual plan, RSP 2024–2026, commenced at the beginning of 2024 and the share rewards payable thereunder will be paid in annual tranches during the plan’s restriction period. The Board of Directors will decide separately on each new plan, its earning period and related details.

In 2024, Tokmanni Group Corporation assigned 2,000 of its own shares under the RSP scheme as a share bonus to the CEO and paid a cash equivalent of another 2,000 shares for the payment of taxes.

In 2025, Tokmanni Group Corporation assigned 3,666 of its own shares under the RSP scheme as a share bonus to the CEO and paid a cash equivalent of another 3,666 shares for the payment of taxes. The Deputy CEO was assigned 394 of the company’s own shares and received a cash equivalent of 394 shares to cover taxes.

Termination benefits

If the company gives notice to the CEO, he will have the right to receive compensation corresponding to 12 months’ total pay. Under corresponding circumstances, the other members of the Executive Team, including the Deputy CEO, will have the right to compensation corresponding to a maximum of nine months’ total pay.

Other financial benefits

No other financial benefits in addition to those described above were paid to the CEO or the Deputy CEO in 2025.