Verkkokauppa.com Oyj: Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of the Board of Directors of Verkkokauppa.com Oyj

Verkkokauppa.com Oyj                 STOCK EXCHANGE RELEASE         28 January 2025 at 15:00 EET

Verkkokauppa.com Oyj’s Shareholders’ Nomination Board will propose to the Annual General Meeting, planned to be held on 8 April 2025, that the Board of Directors consists of seven members and that Robin Bade, Henrik Pankakoski, Kati Riikonen, Irmeli Rytkönen, Samuli Seppälä, Enel Sintonen and Arja Talma be re-elected as Board members.

Should any of the candidates presented above for any reason not be available for election to the Board of Directors at the Annual General Meeting, the remaining available candidates are proposed to be elected as presented above. In this case, the number of members of the Board of Directors is proposed to be the number of available candidates.

The Chair of the Board will be elected by the members of the Board from amongst themselves. The nominees to the Board have indicated to the Shareholders’ Nomination Board that if elected, they will elect Arja Talma as the Chair of the Board.

All nominees have given their consent to the election. All nominees, except for Samuli Seppälä and Enel Sintonen, are deemed independent of the company and its major shareholders. Seppälä is not independent of the company or its significant shareholders. Sintonen is not independent of the company.

The annual fees to be paid to the members of the Board to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting in 2026 are proposed by the Nomination Board 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.

The proposed annual fees correspond to the current remuneration.

The Shareholders’ Nomination Board further proposes that 50% 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. It is proposed that the company will pay the transaction costs and transfer tax in connection with the purchase or transfer of remuneration shares. The rest of the annual fee is proposed to be paid in cash, which is used to cover taxes arising from the fees.

Notwithstanding the above, the annual fee can be paid fully in cash if, due to legal, tax, or other regulatory restrictions, or for any other reason related to the company or the Board member, the fee cannot be paid in shares.

The annual fees payable to members of the committees of the Board of Directors for the term of office ending at the close of the Annual General Meeting in 2026 are proposed to be the following:

• 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, and
• EUR 4,000 for each member of the Remuneration Committee.
  
  

The proposed fees for committee work correspond to the current remuneration.

The fees of the committees are proposed to be paid in cash. It is additionally proposed that the members of the Board shall be compensated for reasonable accrued travel and lodging expenses as well as other potential costs related to Board and committee work.

The Shareholders’ Nomination Board consists of three members, which represent the three largest registered shareholders of the company based on the ownership as of 31 May 2024. The Chair of the Board acts as an expert member. The following members were appointed to Verkkokauppa.com Oyj’s Shareholders’ Nomination Board in August 2024: Samuli Seppälä (Founder of Verkkokauppa.com, representing himself); Erkka Kohonen (Senior Portfolio Manager), appointed by Varma Mutual Pension Insurance Company; and Karoliina Lindroos (Head of Responsible Investment), appointed by Ilmarinen Mutual Pension Insurance Company.

CVs of the proposed Board members are available on the investor website under Board of Directors.

For more information, please contact:
Erkka Kohonen
Chair of the Shareholders’ Nomination Board
erkka.kohonen@varma.fi
Tel. +358 10 309 5555

Arja Talma
Chair of the Board of Directors
arja.talma@boardman.fi
Tel. +358 10 309 5555

Tomi Lindell, Head of Investor Relations and Corporate Communications,
Verkkokauppa.com Oyj
tomi.lindell@verkkokauppa.com
Tel. +358 50 593 4119

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. 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 2024 was EUR 468 million and it employs around 600 people. Verkkokauppa.com is listed on the Nasdaq Helsinki stock exchange.