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

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                   25 March 2021 at 3:15 p.m. EET

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

  • Confirmed that a dividend of EUR 0.056 per share and an additional dividend of EUR 0.22 per share (i.e. in total a dividend of EUR 0.276 per share) be paid for the financial period 1 January – 31 December 2020. The record date for the dividend distribution is 29 March 2021 and the dividend payment date is 7 April 2021.
  • Authorized the Board of Directors to decide at its discretion on a dividend not exceeding EUR 0.174 per share in three instalments during 2021. The payment dates are tentatively on 4 May 2021, 27 July 2021 and 2 November 2021. The Company shall make separate announcements of the Board resolutions.
  • Approved the Company’s amended Remuneration Policy.
  • 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: Christoffer Häggblom, Kai Seikku, Samuli Seppälä and Arja Talma.
  • Elected the following persons as new members of the Board of Directors: Mikko Kärkkäinen, Frida Ridderstolpe and Johan Ryding.
  • Approved the amended Charter of the Shareholders’ Nomination Board.
  • Authorized the Board of Directors to decide on a repurchase of Company’s own shares and the issuance of shares.

             
Due to the current COVID-19 situation, the Board of Directors of Verkkokauppa.com Oyj had resolved that the Company’s shareholders or their proxy representatives may participate in the Annual General Meeting and exercise their shareholder rights only through advance voting. In total 95 shareholders were represented at the Annual General Meeting.

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

Adoption of the Annual Accounts for the financial period of 1 January – 31 December 2020

The Annual General Meeting adopted the Annual Accounts of the Company as per 31 December 2020.

Dividend per share EUR 0.276 in total

The dividend was resolved to be EUR 0.056 per share and an additional dividend of EUR 0.22 per share (i.e. in total a dividend of EUR 0.276 per share) in accordance with the proposal of the Board of Directors. The record date for the dividend distribution is 29 March 2021 and the dividend payment date is 7 April 2021.

Authorization to pay in total dividend per share not exceeding EUR 0.174

The Annual General Meeting authorized the Board of Directors to decide in its discretion on the distribution of dividend as follows:

The total amount of the dividend distribution based on this authorization shall not exceed EUR 0.174 per share. The authorization is valid until the opening of the next Annual General Meeting.

Unless the Board of Directors decides otherwise or the possible changes in the rules and regulations of the Finnish book-entry system requires otherwise, the authorization will be used to distribute dividend in three instalments during the period of validity of the authorization as follows:

  1. the first dividend instalment not exceeding EUR 0.057 per share with the payment date on 4 May 2021;
  2. the second dividend instalment not exceeding EUR 0.058 per share with the payment date on 27 July 2021; and
  3. the third dividend instalment not exceeding EUR 0.059 per share with the payment date on 2 November 2021.

The Board of Directors will make separate resolutions on the distribution of dividends based on this authorization and the company will separately publish announcements of such Board resolutions. The dividend payment based on a resolution of the Board of Directors will be paid to a shareholder who on the record date of the dividend payment is registered in the company’s shareholders’ register held by Euroclear Finland Oy. The Board of Directors will decide on the record date in connection with each dividend payment decision. Before the Board of Directors implements the resolution regarding the distribution of dividend, it must assess, from the viewpoint of Company’s solvency and/or financial position, whether the requirements in the Finnish Companies Act for the distribution of dividend are fulfilled.

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 2020.

Company’s amended Remuneration Policy

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

Company’s Remuneration Report

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

Remuneration to the Board of Directors

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 2022 were resolved 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.

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 2022 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.

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. Christoffer Häggblom, Kai Seikku, Samuli Seppälä and Arja Talma were re-elected for the next term. Additionally, Mikko Kärkkäinen, Frida Ridderstolpe and Johan Ryding were elected as new members for the next term.

Election and remuneration of 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 Ylva Eriksson, Authorized Public Accountant will serve as the auditor-in-charge. 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.

Resolution on the approval of the amended Charter of the Shareholders’ Nomination Board

The Annual General Meeting resolved to approve the amended Charter of the Shareholders’ Nomination Board.

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 4,506,513 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 can be repurchased on the trading venues where the company’s shares are traded 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 2022. 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 4,506,513 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 2022. The authorization revokes previous unused share issue authorizations.

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 and Christoffer Häggblom as Vice Chairperson of the Board of Directors of Verkkokauppa.com Oyj.

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

Remuneration Committee:

Christoffer Häggblom, Chairperson
Kai Seikku
Arja Talma

Audit Committee

Kai Seikku, Chairperson
Arja Talma, Vice Chairperson

Christoffer Häggblom


The Board of Directors evaluated Christoffer Häggblom, Mikko Kärkkäinen, Frida Ridderstolpe, Johan Ryding, Kai Seikku and Arja Talma as independent of the Company and the Company’s significant shareholders. Based on an overall evaluation, the independence of Christoffer Häggblom is not compromised, even though his service history has lasted for more than 10 consecutive years. The Board has not identified other factors or circumstances that could impair the independence of Christoffer Häggblom. 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

Tel. +358 10 309 5555


Mikko Forsell

CFO

mikko.forsell@verkkokauppa.com

Tel. +358 50 434 2516


Distribution:

Nasdaq Helsinki

Principal media

www.verkkokauppa.com

Verkkokauppa.com in short

Verkkokauppa.com is Finland’s most popular and most visited Finnish online retailer, with the aim to sell to products to its customer at probably always cheaper prices. Depending on the season, the Company markets, sells, and distributes some 60,000–70,000 products in 26 different main product categories through its webstore, retail stores, and network of pick-up points. The Company has four megastores: in Oulu, Pirkkala, Raisio, and Helsinki, in addition to which products can be collected at more than 3,000 pick-up points. Verkkokauppa.com was founded in 1992 and it is headquartered in Jätkäsaari, Helsinki. The Company’s shares are listed on the official list of Nasdaq Helsinki under the ticker symbol VERK.


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