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

Verkkokauppa.com Oyj        STOCK EXCHANGE RELEASE         4 April 2024 at 3:30 p.m. EEST

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

• Adopted the Annual Accounts for the financial period 1 January – 31 December 2023 and resolved not to distribute a dividend.
• Approved the Company’s Remuneration Report.
• Approved proposals concerning the selection and remuneration of the Board of Directors and auditor 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, Samuli Seppälä and Arja Talma.
• Elected the following persons as new members of the Board of Directors: Irmeli Rytkönen and Enel Sintonen
• Authorized the Board of Directors to decide on a repurchase of Company’s own shares and the issuance of shares.

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

Adoption of the Annual Accounts for the financial period of 1 January – 31 December 2023

The Annual General Meeting adopted the Annual Accounts of the Company as per 31 December 2023.

Resolution on the use of the profit

The Annual General Meeting resolved that the Company deviates from its dividend distribution policy to improve its equity ratio and that no dividend be distributed from the profit of the 2023 financial year.

Resolution on discharge from liability

The members of the Board of Directors and the CEO were discharged from liability for the financial period of 1 January – 31 December 2023.

Company’s Remuneration Report

The Annual General Meeting decided to approve the Company’s Remuneration Report.

Remuneration to the Board of Directors to remain the same

The annual fees payable to the members of the Board of Directors elected at the same meeting for the term of office ending at the close of the Annual General Meeting in 2025 were resolved to be as follows:

• EUR 70,000 for the Chairperson 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 fees payable to the members of the committees of the Board of Directors for the term of office ending at the close of the Annual General Meeting in 2025 were resolved to be as follows:

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

The fees of the committees would 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 Board of Directors was resolved to have seven (7) members. Robin Bade, Henrik Pankakoski, Kati Riikonen, Samuli Seppälä and Arja Talma were re-elected for the next term. Additionally, Irmeli Rytkönen and Enel Sintonen were elected as new members for the next term.

The auditor

PricewaterhouseCoopers Oy, Authorized Public Accountants, was elected as the Company’s auditor for a term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified the company that Mikko Nieminen, Authorized Public Accountant will serve as the auditor-in-charge. PricewaterhouseCoopers Oy will also act as the sustainability reporting assurance provider of the Company. It was resolved that the remuneration of the auditor will be paid according to the reasonable invoice approved by the Audit Committee of the Board of Directors.

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 2025. 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 2025. 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 are recorded in the minutes of the meeting. The minutes of the Annual General Meeting will be available on the Company’s website as of 18 April 2024 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 Chairperson of the Board of Directors of Verkkokauppa.com Oyj.

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

Remuneration Committee:

Arja Talma, Chairperson
Robin Bade

Henrik Pankakoski

Audit Committee:

Enel Sintonen, Chairperson
Arja Talma, Vice Chairperson

Kati Riikonen

Irmeli Rytkönen

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 worked for the company’s audit firm until 2022, from which the three (3) years referred to in recommendation 10 e) of the Finnish Corporate Governance Code have not passed until the beginning of her Board membership. Therefore, she shall be regarded as dependent on the company. 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 shareholder as he has been a member of the Board of Directors of the Company for more than 20 consecutive years, he is the founder of the Company and was the long-time CEO and he himself is a significant shareholder of the Company.

Verkkokauppa.com Oyj

Board of Directors

For more information, please contact:

Panu Porkka

CEO

panu.porkka@verkkokauppa.com

Mikko Forsell

CFO

mikko.forsell@verkkokauppa.com

Tel. +358 50 434 2516

Marja Mäkinen, Head of Investor Relations and Corporate Communications

Verkkokauppa.com Oyj

marja.makinen@verkkokauppa.com

Tel. +358 40 671 2999

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 almost 700,000 customers, a winning assortment and probably always cheaper prices. Everyday, 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 2023 was EUR 503 million and it employs around 700 people. Verkkokauppa.com is listed on the Nasdaq Helsinki stock exchange.