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         COMPANY RELEASE                                 31 March 2020 at 15:15 EET

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

• Confirmed that a dividend of EUR 0.052 per share be paid for the financial period 1 January – 31 December 2019. The record date for the dividend distribution is 2 April 2020 and the dividend payment date is 9 April 2020.
• Authorized the Board of Directors to decide in its discretion on a dividend not exceeding EUR 0.162 per share in three instalments during 2020. The payment dates are tentatively on 6 May 2020, 4 August 2020 and 3 November 2020. The Company shall make separate announcements of Board resolutions.
• Approved the Company’s Remuneration Policy.
• Approved proposals concerning the selections 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: Robert Burén, Mikael Hagman, Christoffer Häggblom, Kai Seikku, Samuli Seppälä and Arja Talma.
• Authorised the Board of Directors to decide on a repurchase of Company’s own shares and the issuance of shares.
• Decided to establish the Shareholders’ Nomination Board and confirmed the Charter of the Shareholders’ Nomination Board.

Due to the current COVID-19 situation, strict precautionary measures were taken to ensure safety at the meeting while at the same time ensuring the shareholders possibility to exercise their rights. In total 22 shareholders were represented at the Annual General Meeting. The number of persons physically present at the Annual General Meeting was in total less than ten, including participating shareholders, representatives from the Company, the chairperson and the secretary of the meeting, as well as technical staff.

The following matters were discussed 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 2019

The Annual General Meeting adopted the Annual Accounts of the Company as per 31 December 2019.

Dividend per share EUR 0.052

The dividend was resolved to be EUR 0.052 per share in accordance with the proposal of the Board of Directors. The record date for the dividend distribution is 2 April 2020 and the dividend payment date is 9 April 2020.

Authorization to pay dividend per share EUR 0.162

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

The total amount of the dividend distribution based on this authorization shall not exceed EUR 0.162 per share (the instalments can differ from each other). 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 three times during the period of validity of the authorization and the payment dates of the dividends will be on 6 May 2020, 4 August 2020 and 3 November 2020. In this case the Board of Directors will make separate resolution on the distribution of dividends. The Board of Directors will decide on the record date in connection with each dividend payment decision and the Company shall make separate announcements of Board resolutions. 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 2019.

Company’s Remuneration Policy

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

Remuneration to the Board of Directors

The annual fees payable to the members of the Board of Directors elected at the same meeting for a term until the close of the Annual General Meeting of Shareholders in 2021 were resolved to be as follows:

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

It was resolved that 50 per cent of the annual fee of the Chairman and the members of the Board of Directors be paid in Verkkokauppa.com shares either purchased form 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 until the close of the Annual General Meeting of Shareholders in 2021 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 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 six (6) members. Robert Burén, Mikael Hagman, Christoffer Häggblom, Kai Seikku, Samuli Seppälä and Arja Talma were re-elected 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.

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 2021. 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 company’s entire share capital. 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 2021. The authorization revokes previous unused share issue authorizations.

Establishing the Shareholders’ Nomination Board

The Annual General Meeting 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. In addition, the Annual General Meeting confirmed the Charter of the Shareholders’ Nomination Board, in accordance with the proposal of the Board of Directors.

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 Chairperson of the Board of Directors shall be the fourth member of the Nomination Board.

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 shareholder register.

The Nomination Board is established to serve until further notice. The term of the members of the Nomination Board shall end upon the nomination of the following Nomination Board in accordance with the Charter of the Shareholders’ Nomination Board.

Constitutive meeting of the Board of Directors

At the Board of Directors’ constitutive meeting held after the Annual General Meeting, Christoffer Häggblom was re-elected as Chair of the Board of Directors of Verkkokauppa.com Oyj.

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

Audit Committee

Kai Seikku, Chair

Arja Talma, Vice Chair

Christoffer Häggblom

Samuli Seppälä

Remuneration Committee:

Christoffer Häggblom, Chair

Kai Seikku

Samuli Seppälä

The Board of Directors evaluated Robert Burén, Mikael Hagman, Christoffer Häggblom, 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 the CEO of the Company in the last three years and he himself is a significant shareholder of the Company.

Verkkokauppa.com Oyj

Board of Directors

For more information, please contact:

Panu Porkka

CEO

Tel. 5

Mikko Forsell

CFO

Tel. 5

Certified adviser

Nordea Bank Oyj

Tel. 5

Distribution:

Nasdaq Helsinki

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