The Annual General Meeting of Verkkokauppa.com Oyj held today:

• Adopted the Financial Statements for the financial period 1 January – 31 December 2025 and resolved on a maximum dividend of EUR 0.194 per share, which would be paid in four instalments.
• Approved the Remuneration Report.
• Approved proposals concerning the selection and remuneration of the Board of Directors, the auditor and sustainability reporting assurance provider as well as the number of members of the Board of Directors.
• Re-elected the following persons as members of the Board of Directors: Robin Bade, Henrik Pankakoski, Kati Riikonen, Irmeli Rytkönen, Samuli Seppälä, Enel Sintonen, and Arja Talma.
• Authorized the Board of Directors to decide on a repurchase of the Company’s own shares and a share issue.

The following matters were resolved at the Verkkokauppa.com Oyj’s virtual Annual General Meeting held today:

Financial Statements and dividend

The Annual General Meeting adopted the Company's financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial period 1 January–31 December 2025. The Annual General Meeting resolved that a maximum dividend of EUR 0.194 per share be paid for the financial period ended on 31 December 2025. The dividend would be paid in four instalments as follows:

The first dividend instalment of EUR 0.047 per share will be paid to shareholders who are registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the first instalment, 16 April 2026. The payment date for the first instalment is 23 April 2026.

The Annual General Meeting authorized the Board of Directors, in its discretion, to resolve on the distribution of the remaining three dividend instalments. The authorization is valid until the opening of the next Annual General Meeting. Unless the Board of Directors resolves otherwise or applicable laws, regulations, or the rules of the Finnish book-entry system require otherwise, the authorization will be used to distribute dividend as follows:

The Board of Directors will make separate resolutions on the distribution of each instalment under the authorization. The Company will publicly announce each such resolution and confirm the record and payment dates in connection with such resolutions. Each instalment based on the resolution of the Board of Directors will be paid to shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record dates of payment. The authorization includes the right for the Board of Directors to decide on all other terms and conditions related to the dividend distribution.

Remuneration Report

The Annual General Meeting approved the Company’s Remuneration Report.

Board Remuneration

The Annual General Meeting resolved to increase the remuneration of the Board of Directors as well as the remuneration of the Board committees. The remuneration of the Board of Directors and its committees was last increased in connection with the Annual General Meeting held in 2018.

The annual fees for the members of the Board for the term of office ending at the close of the Annual General Meeting 2027 were resolved to be as follows:

• EUR 75,000 for the Chair of the Board of Directors (currently EUR 70,000)
• EUR 55,000 for the Vice Chair of the Board of Directors (N/A), and
• EUR 37,500 for each member of the Board of Directors (EUR 35,000).

It was resolved that 50 per cent of the annual fee be paid in Verkkokauppa.com Oyj shares either purchased from the market or alternatively by using treasury shares held by the Company.

The annual fees for the members of the Board committees for the term of office ending at the close of the Annual General Meeting 2027 were resolved to be as follows:

• EUR 13,000 for the Chair of the Audit Committee (EUR 12,000),
• EUR 11,000 for the Vice Chair of the Audit Committee (EUR 10,000),
• EUR 6,500 for each member of the Audit Committee (EUR 6,000),
• EUR 8,500 for the Chair of the Remuneration Committee (EUR 8,000), and
• EUR 4,500 for each member of the Remuneration Committee (EUR 4,000).
  

The fees of the committees will be paid in cash. In addition, the members of the Board of Directors shall be compensated for reasonable accrued travel and lodging expenses as well as other potential costs related to Board and Committee work.

Composition of the Board of Directors

The number of members of the Board of Directors was confirmed to be seven, and Robin Bade, Henrik Pankakoski, Kati Riikonen, Irmeli Rytkönen, Samuli Seppälä, Enel Sintonen, and Arja Talma were re-elected to the Board of Directors.

Auditor and sustainability reporting assurance provider

PricewaterhouseCoopers Oy, Authorized Public Accountants, was re-elected as the Company’s auditor and sustainability reporting assurance provider for a term that will continue until the end of the next Annual General Meeting.

As a consequence of proposed legislative amendments, the sustainability reporting obligations in force on this date may no longer apply to the Company for the financial period 2026. Therefore, the sustainability reporting assurance provider was elected subject to the Company drawing up a sustainability report for the financial period 2026 and obtaining assurance thereof.

Mikko Nieminen (APA, ASA) will serve as the responsible auditor, and as the principally responsible sustainability reporting assurer if a sustainability report is drawn up and assured. It was resolved that the remuneration of the auditor and the sustainability reporting assurance provider will be paid against reasonable invoices approved by the Board of Directors’ Audit Committee.

The Board of Directors was authorized to decide on the repurchase of the Company’s own shares

The Annual General Meeting authorized the Board of Directors to decide on the repurchase of a maximum of 4,535,453 shares in one or several instalments using the unrestricted equity of the Company, however taking into account the provisions of the Finnish Limited Liability Companies Act on the maximum number of the treasury shares held by the Company or its subsidiaries. The proposed number of shares represents a maximum of ten (10) per cent of the total number of shares in the Company.

The authorization includes the right of the Board of Directors to decide on all other terms and conditions of the repurchase of the shares, including the repurchase of shares in another proportion than that of the existing shareholdings of the shareholders (the directed repurchase). The shares may be repurchased on any trading venue or in transactions outside of a trading venue, in each case, at market terms and at the market price of the time of the repurchase, or at the price otherwise established on the market at the time of the repurchase.

Shares may be repurchased for the purposes of improving the Company’s capital structure, financing or carrying out corporate acquisitions or other arrangements, implementing prospective incentive and remuneration schemes, or to be otherwise transferred further, retained as treasury shares or cancelled.

The authorization is valid until the close of the following Annual General Meeting, however, no longer than until 30 June 2027. The authorization revokes previous unused authorizations for the repurchase of the Company’s own shares.

The Board of Directors was authorized to decide on the share issue

The Annual General Meeting authorized the Board of Directors to decide on a share issue by one or several decisions. A maximum of 4,535,453 shares may be issued on the basis of the authorization. The proposed maximum authorized number represents ten (10) per cent of the total number of shares in the Company. The Board of Directors may resolve to issue either new shares or transfer the treasury shares held by the Company.

The Board of Directors decides on all the terms and conditions of the share issue, including the deviation from the shareholders’ pre-emption rights for a weighty financial reason. The authorization may be used to improve the Company’s capital structure, to finance or carry out corporate acquisitions or other arrangements, to implement prospective incentive and remuneration schemes or to be used for other purposes decided by the Board of Directors.

The authorization is valid until the close of the following Annual General Meeting, however, no longer than until 30 June 2027. The authorization revokes previous unused share issue authorizations.

The minutes of the Annual General Meeting

Advance voting was held on matters 7-17 on the agenda of the Annual General Meeting. The detailed results of the advance voting will be recorded in the minutes of the Annual General Meeting. The minutes will be available on the investor website under Annual General Meeting 2026 as of 28 April 2026 at the latest.

Constitutive meeting of the Board of Directors

At the Board of Directors’ constitutive meeting held after the Annual General Meeting, Arja Talma was elected as the Chair of the Board of Directors and Kati Riikonen as the Vice Chair of the Board of Directors.

The compositions of the Board committees were decided to be as follows:

Audit Committee:
Enel Sintonen, Chair
Arja Talma, Vice Chair
Kati Riikonen
Irmeli Rytkönen

Remuneration Committee:
Arja Talma, Chair
Robin Bade
Henrik Pankakoski
Kati Riikonen

The Board of Directors has evaluated Robin Bade, Henrik Pankakoski, Kati Riikonen, Irmeli Rytkönen, Enel Sintonen, and Arja Talma as independent of the Company and the Company’s significant shareholders.

Samuli Seppälä is neither independent of the Company nor of its significant shareholders. He has been a member of the Board of Directors of the Company for more than 20 consecutive years. Additionally, he is the founder of the Company, was the Company’s long-time CEO, and he himself is a significant shareholder of the Company.

For more information, please contact:

Klaus Korhonen, Head of Legal
Verkkokauppa.com Oyj
klaus.korhonen@verkkokauppa.com
Tel. +358 50 32 555 28

Verkkokauppa.com is an e-commerce pioneer that stands passionately on the customer’s side. Verkkokauppa.com accelerates the transition of commerce to online with Finland’s fastest deliveries and ultimate convenience. The company leads the way by offering one-hour deliveries to approximately 2 million customers, a winning assortment and probably always cheaper prices. Every day, the company strives to find more streamlined ways to surpass its customers' expectations and to create a new norm for buying and owning. 
Verkkokauppa.com was founded in 1992 and has been online since day one. The company’s revenue in 2025 was EUR 526.5 million and it employs around 600 people. Verkkokauppa.com’s shares are listed on the Nasdaq Helsinki stock exchange.