Notice to the Annual General Meeting of Toivo Group Plc
Toivo Group Plc, Stock Exchange Release, Notice to the Annual General Meeting, 17 March 2026 at 09.15 a.m.
The shareholders of Toivo Group Plc (the "Company") are invited to the Annual General Meeting to be held on Thursday, 9 April 2026 at 10:00 AM at Toivo Group Plc’s headquarters, Gransinmäki 6, 02650 Espoo. Reception of participants and distribution of voting slips will begin at 9:30 AM.
A. Matters on the Agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the year 2025 financial statements, consolidated financial statements, Board of Directors’ report and the Auditor’s report
- Presentation of the CEO’s review
The Company’s Finnish Annual Report 2025, which contains the Company’s financial statements, consolidated financial statements, Board of Directors’ report and the Auditor’s report, is available on the Company’s website at the address https://sijoittajille.toivo.fi/fi/raportit_ja_esitykset. The Company’s financial statements and the Auditor’s report are available also in English on the Company’s website at the address https://sijoittajille.toivo.fi/en/reports_and_presentations.
7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that on the basis of the adopted balance sheet for the financial period ended 31 December 2025, a dividend of 0.03 euros per share be distributed.
The dividend will be paid in one installment. The dividend will be paid to a shareholder who on the record date of the dividend payment 13 April 2026 is entered in the Company’s shareholder register maintained by Euroclear Finland Oy. The payment date of the dividend is 22 April 2026.
9. Resolution on the discharge from liability of the members of the Board of Directors and the CEO for the financial year 1 January - 31 December 2025
10. Handling of Toivo Group Plc’s remuneration policy
The Board of Directors proposes to the Annual General Meeting the approval of Toivo Group Plc’s remuneration policy. The resolution is advisory according to the Limited Liability Companies Act.
The remuneration policy describes the principles according to which the remuneration of the Company’s management is organized. The remuneration policy is available on the Company’s website at the address sijoittajille.toivo.fi.
11. Handling of Toivo Group Plc’s remuneration report
The Board of Directors proposes to the Annual General Meeting the approval of Toivo Group Plc’s remuneration report for the financial period 1.1.–31.12.2025. The resolution is advisory according to the Limited Liability Companies Act.
The remuneration report is available on the Company’s website at the address sijoittajille.toivo.fi.
12. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the following be paid as remuneration for the members of the Board of Directors:
- The Chairman of the Board of Directors EUR 3,000 per month and to the Members of the board of directors each EUR 1,600 per month
The annual fee for the members of the Board of Directors is paid in cash.
13. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors continues to be five (5).
14. Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that Asko Myllymäki, Harri Tahkola, Petri Kärkkäinen, Tomi Koivukoski, and Margit Lindholm are re-elected as members of the Company’s Board of Directors.
All candidates have given their consent to the election. Candidate information pertinent to the membership of the Board of Directors is available on the Company’s website at sijoittajille.toivo.fi/en/.
Candidates Margit Lindholm, Harri Tahkola and Petri Kärkkäinen are independent of the Company and its major shareholders. Asko Myllymäki and Tomi Koivukoski are independent of the Company but dependent on its major shareholder.
The Shareholders’ Nomination Board recommends to the Board of Directors’ organizational meeting convening after the Annual General Meeting that Petri Kärkkäinen be elected as the Chairman of the Board of Directors.
The Shareholders’ Nomination Board notes that the proposed composition of the board of directors deviates from recommendation 8 of the Finnish Corporate Governance Code, according to which a board of directors with five (5) members should have at least two members of each gender. In the proposed composition, the gender distribution according to the recommendation is thus not yet achieved.
The Nomination Board has prepared its proposal following the Company’s diversity policy and has assessed that the proposed composition of the Board of Directors forms an appropriate whole from the perspective of the Company’s operations and strategy. In the mapping of candidates, attention has been paid to experience and expertise essential from the perspective of the Company’s field of operation, business and the development needs of the coming years. The expertise needs of the Board of Directors have been defined in the Nomination Board’s preparation process, and candidates have been mapped based on these criteria. External recruitment experts have not been utilized in the mapping of candidates.
The Nomination Board continues actively promoting gender distribution targets and aims that equal representation according to recommendation 8 of the Corporate Governance Code is achieved in the next Annual General Meeting.
Regarding the election procedure of the Members of the Board of Directors, the Shareholders’ Nomination Board recommends that the shareholders take a position on the proposal as one whole at the Annual General Meeting
15. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor’s fees be paid against the Auditor’s reasonable invoice approved by the Company.
16. Election of the Auditor
The Board of Directors proposes that KPMG Oy Ab, authorized public accountants, be re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. KPMG Oy Ab has announced that it will appoint Pekka Alatalo, APA, as the auditor with principal responsibility.
17. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors proposes to the Annual General meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares as follows.
The number of own shares to be repurchased and/or accepted as pledge may amount to a maximum of 5,897,959 shares, corresponding to approximately 10% of all shares in the Company on the date of this notice. Own shares can be acquired under the authorization only with free equity.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.
The authorization is effective until the end of the next Annual General Meeting; however, no longer than 30 June 2027.
18. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The number of shares to be issued on the basis of this authorisation shall not exceed 20,000,000 shares, which corresponds to approximately 34 per cent of all shares in the Company on the day of this notice.
The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization is effective until the end of the next Annual General Meeting; however, no longer than 30 June 2027.
19. Closing of the meeting
B. Annual General Meeting documents
This notice, which includes all the proposals for resolutions on the matters on the agenda of the Annual General Meeting, as well as the Company’s Finnish annual report which includes the Company’s financial statements, the Board of Directors’ report and the Auditor’s report, are available on the Company’s website at sijoittajille.toivo.fi/en. The Company's financial statements and the Auditor's Report are also available in English on the Company’s website at https://sijoittajille.toivo.fi/en/reports_and_presentations. The proposals for resolutions and the other above-mentioned documents are also available at the meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website on 23 April 2026 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register and registration
Each shareholder who on the record date of the General Meeting, 26 March 2026, is registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder whose shares in the Company are registered in their Finnish book-entry account is registered in the Company’s register of shareholders.
Registration for the meeting will begin on 19 March 2026. A shareholder registered in the Company’s register of shareholders who wishes to participate in the Annual General Meeting must register no later than 2 April 2026 at 4:00 p.m., by which time the registration must have been received. Shareholder can register for the General Meeting in the following manners:
a) by e-mail to info@toivo.fi.
b) by telephone to +358 50 430 Monday-Friday from 9.00 a.m.–4.00 p.m.
When registering, a shareholder is requested to provide information such as their name, date of birth or business ID, address, phone number, e-mail address, the name of a possible assistant or proxy representative and the date of birth of a proxy representative. The personal data given by the shareholder to Toivo Group Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his or her representative or proxy must be able to prove his or her identity and/or right of representation at the meeting if necessary.
2. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation.
The shareholder’s proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.
Possible proxy documents are requested to be delivered by e-mail to info@toivo.fi before the registration period ends. In addition to the delivery of the proxy documents the shareholder or their proxy representative shall register for the General Meeting in the manner described above in this notice.
A template for proxy document is available on the Company’s website at Toivo Group - Yhtiökokous 2026
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, on the basis of which he/she on the record date of the General Meeting on 26 March 2026 would be entitled to be registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder, on the basis of such shares, has been registered in the temporary register of shareholders maintained by Euroclear Finland Ltd at the latest by 10:00 a.m. on 2 April 2026. Regarding nominee-registered shares, this constitutes registration for the General Meeting.
A holder of nominee-registered shares is advised to request from their custodian without delay the necessary instructions regarding temporary registration in the Company’s register of shareholders, the issuing of proxy documents, giving of voting instructions and registration for the General Meeting. The account manager of the custodian shall temporarily register a holder of nominee-registered shares who wants to participate in the General Meeting in the Company’s register of shareholders at the latest by the time stated above.
4. Other instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
Information on the General Meeting required by the Finnish Companies Act and the Securities Markets Act is available on the Company’s website at https://sijoittajille.toivo.fi/fi/hallinnointi/yhtiokokous_2026
On the date of this notice, the total number of shares in the Company and votes represented by such shares is 58,979,559. On the date of this notice, the Company has 67,730 treasury shares
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the General Meeting.
Helsinki 17 March 2026
Toivo Group Plc
Board of Directors
Further information
Markus Myllymäki
CEO
Toivo Group Plc
Tel. +358 (0)40 847 6206
markus.myllymaki@toivo.fi
About Toivo
Toivo is a Finnish public limited company in the real estate sector, founded in 2015. The Company develops, builds, owns, and sells apartments, plots, social infrastructure properties, and commercial premises.
Toivo’s business model covers the entire real estate value chain, from land acquisition and zoning to construction, ownership, and management, as well as sales and leasing. The Company’s in-house team of experts is responsible for the property life cycle from start to finish, generating added value for both customers and shareholders.
Toivo’s strategy is to develop apartments and properties according to the Toivo concept, which offer a strong development margin and stable returns, and enable long-term ownership and higher added-value generation.
In 2025, Toivo’s revenue was EUR 61.7 million and operating profit EUR 8.0 million.