This disclosure policy describes Tokmanni Group Corporation’s (“Tokmanni Group” or the “Group”) key operating principles and procedures of communications and investor relations that Tokmanni Group Corporation follows in its communications with various capital market representatives and the media.

Tokmanni Group Corporation’s shares are listed on the Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). Group CEO and Board of Directors are jointly responsible for ensuring that Tokmanni Group’s communications comply in all respects with the requirements of EU and Finnish legislation, the rules and regulations of Nasdaq Helsinki and the guidelines of the Finnish Financial Supervisory Authority. Tokmanni Group also complies with other recommendations on communications by listed companies, such as the Finnish Corporate Governance Code for listed companies.

The disclosure policy is periodically reviewed and amended as necessary. The Group CEO is the person responsible for the disclosure policy. The disclosure policy is approved and confirmed by Tokmanni Group Board of Directors.

Material changes to the disclosure policy are published in a stock exchange release.

Created and approved: 17 June 2014
Updated: 28 February 2016, 3 July 2017, 17 June 2020, 26 May 2023 and 16 June 2025

Key principles and objectives of Tokmanni Group’s communications

The aim of Tokmanni Group’s communications is to produce impartial, consistent, reliable, adequate and timely information to the market on a continuous basis to ensure that all capital market participants have, simultaneously and without delay, the most transparent and clear picture of the Tokmanni Group market, strategy and financial situation.

The information disclosed must include matters that enable investors to make a sufficient assessment of the information and its impact on the listed company’s business and the value of its financial instruments (e.g. shares, bonds, derivative contracts).

Summary of the principles and objectives of investor communication:

• disclosures are carried out as soon as possible;
• communications are consistent and accurate and enables recipients to assess the impact of the information on the Group’s financial standing and future;
• all stakeholders receive information simultaneously and the information is disclosed in a strictly controlled manner, first to Nasdaq Helsinki and major public media, and only thereafter to any other parties;
• all releases are published on the Group’s website;
• all information in stock exchange release and part of press releases are published in Finnish and English.

Disclosure obligation

Periodic disclosure obligation

The periodic disclosure obligation refers to the Tokmanni Group’s obligation to publish information regularly on its financial position and results (half-year financial report, financial statements and financial statements bulletin). Tokmanni Group also publishes a business review containing key figures and information on the development of operations over the first three and nine months of the financial period as a stock exchange release.

Tokmanni Group discloses the publication dates of reports that come under the periodic disclosure requirement before the end of the previous financial year. The Group publishes its annual report and financial statements and the auditor’s report at least three weeks before the general meeting at which the financial statements are to be presented for approval.

Ongoing disclosure obligation

The ongoing disclosure obligation refers to Tokmanni Group’s obligation to provide information to the markets in a timely manner and on a continuous basis. It refers, above all, to the disclosure of insider information and other information as required by regulations.

Obligation to disclose insider information

In accordance with the Market Abuse Regulation (MAR), Tokmanni Group shall, as soon as possible, publish any insider information that directly concerns the Group. Insider information is published as a stock exchange release.

Insider information refers to information of a precise nature related to Tokmanni Group shares or other securities issued by the Group, which has not been published or is otherwise not available in the market, and that, if published, is likely to have a material impact on the value of the security in question or other financial instruments related to it (financial instruments and financial derivatives related to these). The assessment of insider information also includes an assessment of whether the information is the type that a rational investor would be likely to use as one of the criteria for an investment decision.

When the Tokmanni Group assesses whether information is insider information, it takes into account the likely effects of the information in relation to the Group’s operations as a whole and any other market factors which, in the circumstances, may affect the value of the its financial instruments.

The decision to disclose or to delay the disclosure of insider information is made by the Group and CEO and CFO. 

Delaying the disclosure of insider information

In accordance with the MAR Tokmanni Group may, at its own risk, delay the disclosure of insider information provided that all the following conditions are met:

• immediate disclosure is likely to prejudice the legitimate interests of Tokmanni Group;
• delay of disclosure is not likely to mislead the public;
• and Tokmanni Group is able to ensure the confidentiality of the information.

Tokmanni Group has internal processes for assessing and disclosing insider information and for assessing and monitoring the conditions for the delay of disclosure. The Group must be able to disclose the insider information immediately if the conditions for delaying disclosure are no longer met. The Tokmanni Group will notify the Finnish Financial Supervisory Authority of the delay of disclosure of insider information in accordance with the instructions of the Finnish Financial Supervisory Authority.

Changes in shareholdings and flagging notifications

Tokmanni Group publishes shareholders’ notifications on changes in proportions of holdings or voting rights in accordance with the Securities Markets Act. A flagging notification is made whenever a proportion of holdings or votes in a listed company reaches, exceeds or falls below a disclosure threshold. The flagging thresholds are 5%, 10%, 15%, 20%, 25%, 30%, 50%, two thirds and 90% of the number of voting rights or share capital of Tokmanni Group. Notifications of changes in holdings are published without undue delay in a stock exchange release. Tokmanni Group also has an obligation to publish a flagging notification when a notification threshold is breached due to the acquisition, disposal or annulment of its own shares.

Other information to be disclosed as a stock exchange release

Tokmanni Group also publishes as a stock exchange release such other information that, according to disclosure regulations, including the rules and regulations of Nasdaq Helsinki, must be disclosed as a stock exchange release.

Such matters may include (the list is not exhaustive):

• major strategic changes;
• changes in result or financial position, financial problems, significant acquisitions or divestments of operations (>5% of Tokmanni Group’s revenue);
• large orders or investment projects or progress made in these;
• significant credit losses;
• significant cooperation agreements or other important contracts;
• major changes in ownership;
• major reorganisations;
• significant changes regarding joint ventures;
• co-determination procedures, closures, other major changes related to personnel;
• financial impact of strikes, accidents or fires;
• decisions taken by the authorities or courts of law affecting Group business;
• changes in the Group Board of Directors and Group Executive Team
• change of auditor during the term of office;
• managers’ transactions of the Group managers with a notification obligation and persons closely associated with them;
• the commencement of or decision given in legal proceedings, or settlement related to the matter.

If Tokmanni Group discloses information that it believes will have material impact on Tokmanni Group or its share, it will notify Nasdaq Helsinki of the matter prior to the publication of the information. Such information includes, for example, public takeover bids, significant acquisitions and significant financing arrangements, including issues.

Communications in exceptional situations

In exceptional situations, such as when the Group’s own information systems are not functioning or there is a data leak or other crisis situation Tokmanni Group will contact Nasdaq Helsinki’s Market Surveillance function (tel. +358 9 6166 7260 from 8 am to 6.30 pm). Even during exceptional situations, the Group will ensure that the information in question is disclosed as soon as possible.

Other communications

In addition to stock exchange releases, Tokmanni Group and the companies belonging to it publishes press releases, news and investor news. Press releases and investor news are used to announce events related to the business that do not meet the criteria for a stock exchange release, but are considered to be newsworthy or otherwise of general interest to stakeholders.

Tokmanni Group also publishes current news on its website that may be of interest to its stakeholders.

Examples of press releases and news items include:

• smaller acquisitions within Tokmanni Group’s current field of business (1–5% of Tokmanni Group’s revenue);
• operative partnerships and cooperation agreements;
• new store openings in Finland, Sweden and Denmark;
• new concepts;
• recognitions that the Group has received.

Procedures

Communication to investors, analysts and the media

Tokmanni Group’s aim is to maintain active and effective communications between the Group and the various capital market participants. At Tokmanni Group, communications with shareholders, investors and analysts, and investor events are coordinated by the Head of IR and Communications. Tokmanni Group responds to enquiries by investors and the media without undue delay by telephone or email.

The Group management regularly meets with investors and analysts at events and meetings to provide information the Group, its business, strategy, future outlook and financial results. The information that Tokmanni Group’s management provides at these investor or analyst meetings is limited to matters that have already been published or that are otherwise generally available in the market. 

In addition to the reporting of results, Tokmanni Group provides supplementary information that is of interest to investors as described in this disclosure policy.

Representing the Group and responsibilities

At Tokmanni Group, investor relations and compliance with disclosure regulations are primarily the responsibility of the Group CEO and the Board of Directors. The Group CEO, a person designated by the CEO or the CFO will provide further guidance on the practical implementation of the disclosure policy, as appropriate. The Vice President for Marketing and Communications is responsible for media relations.

Statements in interviews and meetings concerning Tokmanni Group may be issued by the Group CEO, CFO and designated members of the Executive Team. Other Group representatives may also attend investor events and meetings at the request of the Group CEO.

In addition, statements may be issued as follows:

• the Group CEO and CFO in all matters concerning the Group;
• the Group CEO and CFO in matters concerning the financial situation and performance of the Group;
• each member of the Group Executive Team on matters relating to their respective areas of responsibility.

The Group CEO and the Group’s other management do not comment on matters concerning the Board of Directors. The Chair of the Board represents the Board.

The Group CFO is responsible for the preparation of information to be published under the periodic disclosure obligation. Financial reports and the related stock exchange releases are approved by the Board of Directors. The Group CEO and CFO together are responsible for preparing stock exchange releases. Stock exchange releases other than those concerning financial reports are approved by the Group CEO and the CFO. Managers’ transaction and flagging notifications are approved by the Group CFO.

Press releases and investor news are approved by the head of the unit concerned, the Group CEO and CFO or the Executive Team member responsible for the area in question.

Silent period

Tokmanni Group observes a three-week (21-day) silent period prior to the publication of its financial results. During the silent period, the Group and the representatives of the segments do not comment on the Group’s financial situation, markets or future outlook. During this period, Tokmanni Group’s management and employees do not meet with representatives of capital markets or the financial media, nor do they comment on matters related to the Group’s and its segments’ financial situation, markets or future outlook.

Financial targets and guidance 

In connection with the annual strategy process, Tokmanni Group Board of Directors assesses the need to update the financial targets. Changes made to financial targets are published in a stock exchange release.

Tokmanni Group provides guidance to the market on its outlook on an annual basis. The financial outlook includes a numerical (range) management estimate of the development of revenue and profitability (comparable EBIT) for the financial period, which is based on the management’s current view of the operating environment and market outlook. The guidance is communicated at the latest in connection with the publication of the financial statements bulletin.

Tokmanni Group does not provide any other forward-looking information than what is disclosed in the Group’s official guidance on market outlook and financial targets.

Profit warning

A profit warning is published without undue delay if, according to the Group’s assessment, the development of its result or financial position, its revenue forecast, its comparable EBIT or any other similar forecast has changed significantly, either negatively or positively, from a previously published forecast.

Tokmanni Group CEO, and the CFO, together with the Board of Directors, assess and decide whether to publish a profit warning. The assessment is made in relation to the previously published guidance and takes into account the current market situation and outlook. A profit warning is always published as a stock exchange release.

Reporting levels

Tokmanni Group’s business is monitored on geographical basis and the Group’s reportable segments consist of Tokmanni segment in Finland and Dollarstore segment in Sweden and Denmark. The Group’s financial information and key figures are reported at the Group and segment level.

Rumours and information leaks 

As a general rule, Tokmanni Group does not comment on competitors or the individual actions of competitors or customers, on matters relating to its owners or ownership, share price development or rumours circulating the market. The Group does not comment on transactions that are confidential or pending in relation to its operations.

However, if the rumours are estimated to have a material impact on the value of the Group’s financial instruments, the Group will publish a stock exchange release to correct the rumours or clearly incorrect information. If the Tokmanni Group has delayed the disclosure of insider information and it is not possible to guarantee that the information will remain confidential, it will publish the inside information as soon as possible in a stock exchange release.

Insider guidelines

Tokmanni Group complies with, among other things, the EU Market Abuse Regulation (MAR), the regulations and other rules of the Securities Markets Act, the European Securities Markets Authority (ESMA), the Finnish Financial Supervisory Authority and other competent authorities, Nasdaq Helsinki’s Guidelines for Insiders and Tokmanni Group’s insider guidelines. 

Tokmanni Group’s managers, Board members, Group CEO, Deputy CEO and CFO are prohibited from trading in Tokmanni Group Corporation’s financial instruments during the period (called the closed window) that begins 30 days before the publication of each business review, interim report, financial statements bulletin or their preliminary information and ends on the day of the publication of this information. If a business review, interim report or financial statements bulletin is published more than 30 days after the end of the review period or financial period, the trading ban starts at the end of the review period or financial period.

Tokmanni Group’s rule is that its securities can be traded and transactions in securities can be carried out over a period of three weeks (21 days) after the publication of financial results or a business review or an interim report (open window). The open window starts on the trading day immediately following the publication of the result and ends 21 days later, covering 3 full weeks, or 15 business days. For example, if the result is announced on a Friday, the open window starts on the following Monday, and the last trading day is the Friday exactly 3 weeks after the result announcement. This requires that the person does not hold any other unpublished insider information, and that the person is not included in a project-specific insider register. As the preparation of a financial report may, for example, give rise to the need to publish a profit warning, it is in Tokmanni Group’s interest to restrict trading by those involved in the preparation of financial reports.

Trading may be possible also outside of the open window with the permission of the insider officer (Group CFO) at Tokmanni Group. Trading outside the open window is only permitted if the person concerned receives a written assessment from the insider officer that there is no obstacle to trading. The assessment is valid for seven days, during which time the transaction must take place. Regardless of the assessment procedure, it is always the insider’s responsibility to comply with laws, regulations and guidelines.

During the preparation phase of major projects, the Group also keeps a project-specific insider list. Insiders are given written notification of their status as an insider and instructions on their obligations as an insider.

Tokmanni Group has separate insider guidelines.

Crisis communication

Tokmanni Oy has prepared operational and communications guidelines for crisis situations. Crisis communications are part of the company’s risk management. The Group CEO or a member of the Executive Team authorised by the Group CEO is responsible for managing crisis communication. The Group CEO and CFO and the member of the Executive Team responsible for the function in question are immediately informed of the crisis situation. The communications principles to be followed in a crisis situation are ensuring the quality of the information to be published, transparency, speed and proactiveness.

Publication dates

Tokmanni Group publishes information on its financial position according to a pre-announced schedule. The coming financial year’s publication dates are disclosed before the end of the previous financial year. The publication dates of the financial reports are announced in a stock exchange release.

Reporting languages

Tokmanni Group’s stock exchange releases and financial reviews are published simultaneously in Finnish and English. Press releases and investor news are, as a rule, published in Finnish and English.

Distribution channels and availability of information

The main and most important channel for up-to-date information is the Tokmanni Group’s website. Tokmanni Group aims to provide reliable and up-to-date information on its website to enable market participants to form an accurate picture of matters and events affecting the value of financial instruments issued by the Group.

Tokmanni Group’s Communications is responsible for the distribution of stock exchange releases to Nasdaq Helsinki and the key media, and the distribution of press releases to the media.

Stock exchange and press releases published by the company are available on the Group’s website for a minimum of five years. The financial statements, the report by the Board of Directors, the corporate governance statement, the auditor’s report and the half year financial report are available on the Group’s website for a minimum of 10 years. Stock exchange releases are also archived in the officially appointed mechanism (OAM) maintained by Nasdaq Helsinki.

Interpretations of and deviations from the disclosure policy

All Tokmanni Group’s releases and financial reports are the property of the Group, and it always ultimately decides on their content. However, Tokmanni Group respects the views of its customers and business partners in terms of information content. The Group CEO is responsible for overseeing and interpreting this disclosure policy. The Group CEO or a person authorised by him gives further instructions on the implementation of the policy. The Group CEO is entitled, in specific cases, to deviate from the rules defined in the policy if there is a weighty reason for the deviation.