Resolutions of Verkkokauppa.com Oyj’s Annual General Meeting and the constitutive meeting of the Board of Directors

Verkkokauppa.com Oyj                 STOCK EXCHANGE RELEASE         8 April 2025 at 3:30 p.m. EEST

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

• Adopted the Financial Statements for the financial period 1 January – 31 December 2024 and resolved not to distribute a dividend.
• Approved the Remuneration Report and adopted the Remuneration Policy.
• 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 2024. The Annual General Meeting resolved that no dividend is distributed for the financial period.

Remuneration Report and Remuneration Policy

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

Board Remuneration

The Annual General Meeting resolved that the remuneration for the members of the Board of Directors remain unchanged. The annual fees for the term of office ending at the close of the Annual General Meeting 2026 were resolved to be as follows:

• EUR 70,000 for the Chair of the Board of Directors, and
• EUR 35,000 for each member of the Board of Directors.

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 General Meeting resolved that the remuneration for the members of the committees of the Board of Directors remain unchanged. The annual fees payable for the term of office ending at the close of the Annual General Meeting 2026 were resolved to be as follows:

• EUR 12,000 for the Chair of the Audit Committee
• EUR 10,000 for the Vice Chair of the Audit Committee
• EUR 6,000 for each member of the Audit Committee
• EUR 8,000 for the Chair of the Remuneration Committee
• EUR 4,000 for each member of the Remuneration Committee.
  
  
  

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. Mikko Nieminen, APA, ASA, will serve as the responsible auditor and as the principally responsible sustainability reporting assurer. 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 were 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 2026. The authorization revokes previous unused authorizations for the repurchase of the Company’s own shares.

The Board of Directors were 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 2026. The authorization revokes previous unused share issue authorizations.

The minutes of the Annual General Meeting

Advance voting was held on matters 7-18 on the agenda of the Annual General Meeting. The detailed results of the advance voting are recorded in the minutes of the Annual General Meeting. The minutes will be available on the investor website under Annual General Meeting 2025 as of 22 April 2025 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 of Verkkokauppa.com Oyj.

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

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

Enel Sintonen has been employed by the Company’s auditor until 30 September 2022 and is therefore not independent of the Company in accordance with recommendation 10(e) of the Finnish Corporate Governance Code. However, Sintonen has not personally participated in the assurance assignment or otherwise advised the Company. Sintonen is independent of 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 more than 1.7 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 2024 was EUR 468 million and it employs around 600 people. Verkkokauppa.com is listed on the Nasdaq Helsinki stock exchange.