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Proposals by the Shareholders’ Nomination Board of Verkkokauppa.com Oyj to the Annual General Meeting 2021

Verkkokauppa.com Oyj                    STOCK EXCHANGE RELEASE                     February 22, 2021 at 9:30 a.m. EET

Proposals by the Shareholders’ Nomination Board of Verkkokauppa.com Oyj to the Annual General Meeting 2021

Verkkokauppa.com Oyj’s Shareholders’ Nomination Board has submitted its proposals to the Annual General Meeting 2021 to Verkkokauppa.com Oyj’s Board of Directors. The Shareholders’ Nomination Board proposes that the Board of Directors consists of seven (7) members and that the following persons be elected to the Board of Directors for a term ending at the close of the Annual General Meeting 2022:

Proposed to be re-elected as members: Christoffer Häggblom, Kai Seikku, Samuli Seppälä and Arja Talma

Proposed to be elected as new members: Mikko Kärkkäinen, Frida Ridderstolpe and Johan Ryding

It is further proposed that the Board of Directors elects a Vice Chairperson in addition to the Chairperson of the Board. The Chairperson and the Vice Chairperson of the Board will be elected by the members of the Board of Directors from amongst themselves. The nominees to the Board of Directors have indicated to the Shareholders’ Nomination Board that if elected, they will elect Arja Talma as the Chairperson of the Board of Directors and Christoffer Häggblom as the Vice Chairperson of the Board of Directors.

Of the current members, Robert Burén has informed that he is not available for re-election to the Board of Directors.

All nominees have given their consent to the election. All nominees are deemed independent of the company and its major shareholders with the exception of Samuli Seppälä.

The annual fee to be paid to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting in 2022 is proposed to be as follows:

  • EUR 70,000 for the Chairperson of the Board of Directors,
  • EUR 55,000 for the Vice Chairperson of the Board of Directors, and
  • EUR 35,000 for each member of the Board of Directors.

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. The purchase of shares or transfer of treasury shares is proposed to be carried out in four equal instalments, each instalment being purchased or transferred within the two-week period beginning on the date following the announcement of each of the company's interim reports and the company's financial statements bulletin for 2021. 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.

If the shares due in any such instalment cannot be purchased or transferred within the time period indicated above due to legal or other regulatory restrictions or due to reasons related to a Board member, the amount of annual remuneration due for payment in such instalment is proposed to be paid fully in cash.

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 2022 are proposed to be the following:

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

The fees of the committees are proposed to be paid in cash. It is additionally proposed that 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.

The Shareholders’ Nomination Board further proposes that the Nomination Board shall consist of three members (instead of four) and that the Chairperson of the Board of Directors shall be an expert member only. Therefore, the Shareholders’ Nomination Board proposes that the Charter of the Shareholders’ Nomination Board be amended as follows:

The first paragraph of section 2 "Appointment and Composition of the Nomination Board" be amended to read as follows:

"The Nomination Board consists of three members which represent the Company’s three largest shareholders, or the representatives nominated by such shareholders. The Chairperson of the Board acts as an expert member of the Nomination Board (for the avoidance of doubt, the Chairperson of the Board is not an official member of the Nomination Board and does not have any voting right)."

The first paragraph of section 2.1 "Convening the Nomination Board" be amended to read as follows:

"The Chairperson of the Board convenes the first meeting of the Nomination Board and acts as the Chairperson of the Nomination Board until the Nomination Board selects a Chairperson from among its members (i.e. not including the Chairperson of the Board). Thereafter, the Chairperson of the Nomination Board will convene the meetings."

Fourth paragraph of section 2.1 "Convening the Nomination Board" be amended to read as follows:

"The Nomination Board may appoint a new member to replace the resigned member prematurely. If the number of the Nomination Board members is less than two during the term of office of the Nomination Board, the Nomination Board shall decide on the appointment of new members. The Nomination Board shall offer the positions to be filled in the order of the number of votes conferred by shares to those shareholders of the Company who have not nominated a member to the Nomination Board. In such case, such shareholder shall state within five (5) business days from the written request whether they wish to nominate a member or not. The number of votes is determined by the holding information in the Company’s shareholder register on the day preceding the offer to nominate."

The proposed amended Charter of the Shareholders’ Nomination Board will be available at https://investors.verkkokauppa.com/en/general-meetings in connection with the publishing of the notice to the Annual General Meeting.

The following members were appointed to Verkkokauppa.com Oyj’s Shareholders’ Nomination Board in September 2020: Samuli Seppälä (Founder of Verkkokauppa.com, representing himself); Peter Lindell (Partner and Chairman of Rite Ventures), appointed by Rite Ventures Finland AB; Erkka Kohonen (Senior Portfolio Manager), appointed by Varma Mutual Pension Insurance Company; and Christoffer Häggblom, Chairperson of the Board of Directors, Verkkokauppa.com Oyj. Christoffer Häggblom did not take part in the decision-making on the remuneration to be paid to the Board of Directors.

Verkkokauppa.com Oyj’s Annual General Meeting, held on 31 March 2020, decided to establish a Shareholders’ Nomination Board to prepare proposals on the election and remuneration of the members of the Board of Directors for the Annual General Meeting. The Nomination Board consists of four members, three of which represent the Company’s three largest shareholders, or the representatives nominated by such shareholders. The fourth member of the Nomination Board shall be the Chairperson of the Board of Directors. The right to nominate members to represent shareholders rests with three shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd or another operator on the last business day of May in the year preceding the Annual General Meeting and who hold the largest number of votes conferred by shares according to the shareholders’ register. If a holder of nominee registered shares wishes to use his/her right to nominate, they shall present a reliable account of the number of shares in their ownership by the last business day of May in the year preceding the Annual General Meeting.

Biographical details of the new proposed Board members are available as an attachment to this release and at https://investors.verkkokauppa.com/en/general-meetings.

For more information, please contact:
Peter Lindell
Chairperson of the Shareholders’ Nomination Board
peter@riteventures.com
Tel. +358 10 309 5555

Christoffer Häggblom
Chairperson of the Board of Directors
christoffer@riteventures.com
Tel. +358 10 309 5555

Distribution:

Nasdaq Helsinki
Principal media
www.verkkokauppa.com

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