Annual General Meeting 2020

Tokmanni Group Corporation’s Annual General Meeting was held on Thursday 7 May 2020 at the Tokmanni’s administration and logistics centre in Mäntsälä.

Important dates

Tokmanni takes the COVID-19 coronavirus epidemic very seriously. Tokmanni urged its shareholders to seriously consider not attending the Annual General Meeting in person, as the meeting could only be held if the number of participants at the meeting venue complies with restrictions for gatherings set by Finnish authorities. Tokmanni employed various precautionary measures to be able to hold the meeting and to ensure the safety of the people who must be present at the meeting venue.

Below is a list of actions shareholders could take instead of attending the General Meeting in person:
- Authorise Tokmanni’s CFO Markku Pirskanen or his designate to represent them at the General Meeting (free of charge)
- Follow the General Meeting via a live video stream
- Submit questions in writing in advance to the Company regarding matters to be reviewed at the General Meeting

Tokmanni strived to keep the meeting and the presentations as short as possible, and only necessary matters included on the agenda of the Notice of General Meeting were discussed.

Following the General Meeting via live video stream and submitting questions in advance

Shareholders could follow the Annual General Meeting via a live video stream. Shareholders who followed the meeting online were not recorded in attendance and could not vote or present questions via the video link.

To access the video stream, a personal video link had to be ordered by 30 April 2020 by 10:00 am EET. Ordering a link requireded strong identification using e.g. online banking codes or a mobile certificate. The link was activated for shareholders registered in Tokmanni’s register of shareholders on the Annual General Meeting record date 24 April 2020. The Annual General Meeting was held in Finnish.

Shareholders registered in Tokmanni’s register of shareholders on the Annual General Meeting record date 24 April 2020 could submit questions to the Company regarding matters to be reviewed at the General Meeting in advance in writing until 30 April 2020 by 10:00 am EET. Submitting questions required strong identification using e.g. online banking codes or a mobile certificate. The Company strived to answer the questions at the General Meeting.

A shareholder did not need to register for the Annual General Meeting to be able to follow the meeting via video stream or to submit questions.

Ordering a video link and/or submit questions in advance

Right to participate and registration

Shareholders who were on 24 April 2020 registered in the company’s shareholders’ register held by Euroclear Finland Ltd had the right to participate in the Annual General Meeting. Shareholders whose shares were registered on their personal Finnish book-entry accounts were registered in the company’s shareholders’ register.

Shareholders who were registered in the shareholders’ register and wanted to participate in the Annual General Meeting had to be register for the meeting no later than on 30 April 2020 at 10:00 a.m. by giving prior notice of participation, which had to be received by the company no later than on the above-mentioned date.

Shareholders had to register for the meeting in order to be able to authorise a proxy representative even if the shareholders did not attend the meeting in person.

Such notice could be given: 
- on Tokmanni Group Corporation’s website ir.tokmanni.fi/en/AGM2020
- by telephone, +358 40 198 4396, Monday–Friday 9–16 or
- by mail to address Tokmanni Group Corporation, Marjut Aaltonen, Isolammintie 1, 04600 Mäntsälä, Finland.

Shareholders were asked to primarily register online, by email or by phone, as under the current circumstances it was be difficult for the Company to follow incoming mail regularly due to e.g. remote-work recommendations.

In connection with the registration, a shareholder had to notify their name, personal identification number, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Tokmanni Group Corporation is used only in connection with the Annual General Meeting and with the processing of related registrations.

Registrations submitted to the cancelled Annual General Meeting, convened to be held on 18 March 2020, were not valid for this reconvened Annual General Meeting. Therefore, shareholders who had registered for the previous meeting had to re-register.

The shareholder, their authorized representative or proxy representative had to, where necessary, be able to prove their identity and/or right of representation.

Register for the Annual General Meeting

Holder of a nominee-registered share 

A holder of nominee-registered shares had the right to participate in the Annual General Meeting by virtue of such shares based on which they on the record date of the Annual General Meeting, i.e. on 24 April 2020, was entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting required, in addition, that the shareholder on the basis of such shares had been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 4 May 2020 by 10:00 a.m. As regards nominee-registered shares, this constituted due registration for the Annual General Meeting. Changes in the ownership of the shares that took place after the General Meeting record date did not affect the right to attend the General Meeting or the shareholder’s number of votes.

A holder of nominee-registered shares was advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank had to register a holder of nominee-registered shares who wanted to participate in the Annual General Meeting into the temporary shareholders’ register of the company at the latest by the time stated above.

Proxy representative and powers of attorney

Shareholders were requested not to attend the Annual General Meeting in person. Instead, shareholders should exercise their voting rights by voting in advance or by issuing a proxy document via the proxy service offered by the company.

The use of a proxy representative required that the shareholder registers for the General Meeting in the manner described above even though the shareholder was not attending the meeting at the meeting venue in person.


Authorising CFO Markku Pirskanen

Instead of coming to the meeting venue in person, shareholders could authorize Tokmanni’s CFO Markku Pirskanen or his designate to act as a proxy representative at the General Meeting, with no cost to the shareholder. The template for a power of attorney and instructions on how to authorise a proxy representative and how to provide voting instructions were available on Tokmanni’s website at ir.tokmanni.fi/en/AGM2020. The power of attorney had to be sent either as an e-mail attachment (PDF or photo) to [email protected], or by regular mail to Tokmanni Group Corporation, Marjut Aaltonen, Isolammintie 1, 04600 Mäntsälä, Finland, before the last date and time for registration 30 April 2020 at 10:00 a.m.

Power of attorney

Authorising other proxy representative

Shareholders could participate in the General Meeting and exercise their rights at the meeting also by way of other proxy representation. The proxy representative of a shareholder had to produce a dated proxy document, or otherwise in a reliable manner demonstrate their right to represent the shareholder. If a shareholder participated in the General Meeting by means of several proxy representatives who represent the shareholder with shares on different securities accounts, the shares with which each proxy representative represented the shareholder were to be identified in connection with the registration. Proxy documents and powers of attorney for authorising a third-party proxy representative had primarily to be delivered as an e-mail attachment (PDF or photo) to [email protected], or as a secondary option, by mail to Tokmanni Group Corporation, Marjut Aaltonen, Isolammintie 1, 04600 Mäntsälä, Finland, before the last date and time for registration. The original proxy document had be presented at the Annual General Meeting at the latest, if required.