Articles of Association

Articles of association of Tokmanni Group Corporation

1. Name and domicile of the company

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

2. Line of business

The line of business of the company is the wholesale, retail and speciality retail of textile products, products within the cosmetics sector, household products, food and beverages, tools, household appliances, seasonal products, toys, gardening products as well as school and office appliances, either directly or through its subsidiary or affiliate companies.

As the parent company, the company may also attend to the organisation, financing and purchases of the group and to other joint tasks of the same kind, and it may own real estate and shares and carry on securities trading and other investment business.

3. Accounting period

The accounting period of the company begins on 1 January and ends on 31 December.

4. Book-entry securities system

The company’s shares belong to a book-entry securities system.

5. Board of Directors

The Board of Directors of the company has a minimum of three (3) and a maximum of eight (8) ordinary members. The term of office of members of the Board of Directors ends at the close of the annual general meeting of shareholders following their election. The general meeting elects the Chairman of the Board of Directors.

6. Chief Executive Officer

The company has a Chief Executive Officer. The Chief Executive Officer is appointed and dismissed by the Board of Directors of the company.

7. Signing for and on behalf of the company

The Chairman of the Board of Directors and the Chief Executive Officer, each individually, and two (2) members of the Board of Directors together have the right to represent the company. The Board of Directors may grant the right to represent the company to a named person.

8. Auditor

The auditor of the company must be an auditing firm approved by the Finnish Patent and Registration Office. The term of office of the auditor ends at the close of the annual general meeting of shareholders following the election of the auditor.

9. Notice convening a general meeting of shareholders

The notice convening the general meeting of shareholders must be delivered to the shareholders by publishing the notice on the company's website or by a newspaper announcement which is published in one or more widely circulated daily newspapers chosen by the Board of Directors no earlier than three (3) months and no later than three (3) weeks before the meeting, and in any case at least nine (9) days before the record date of the general meeting of shareholders referred to in Chapter 4 Section 2 Subsection 2 of the Finnish Companies Act.

In order to be able to attend the general meeting of shareholders, the shareholder must notify the company at the latest on the date mentioned in the notice, which may be no earlier than ten (10) days before the general meeting of shareholders.

The venue for the general meeting of shareholders must be located in Helsinki or Mäntsälä, Finland.

10. Annual general meeting of shareholders

The annual general meeting of shareholders of the company must be held within six (6) months from the date when the accounting period ended.

At the meeting:

the following are presented

1. the financial statements, which include the consolidated financial statements, and the report of the Board of Directors; and
2. the auditor’s report;

the following are resolved upon

3. the adoption of the financial statements;
4. the use of profits shown in the balance sheet;
5. the discharge of members of the Board of Directors and the Chief Executive Officer from liability;
6. the remuneration of the members of the Board of Directors and the auditor; and
7. the number of the members of Board of Directors;

the following are elected

8. the Chairman and members of the Board of Directors, and
9. the auditor;

the following are considered

10. other matters mentioned in the notice of the meeting, if any.