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 24 March 2022 at 15.55 p.m. EET
The Annual General Meeting of Verkkokauppa.com Oyj held today:
- Confirmed that a dividend of EUR 0.060 per share be paid for the financial period 1 January – 31 December 2021. The record date for the dividend distribution is 28 March 2022 and the dividend payment date is 4 April 2022.
- Authorized the Board of Directors to decide at its discretion on a dividend not exceeding EUR 0.186 per share in three instalments during 2022. The payment dates are tentatively on 9 May 2022, 25 July 2022 and 7 November 2022. The Company shall make separate announcements of the Board resolutions.
- 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, Mikko Kärkkäinen, Frida Ridderstolpe, Johan Ryding, Kai Seikku, Samuli Seppälä and Arja Talma.
- 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 41 shareholders were represented at the Annual General Meeting.
The Annual General Meeting was broadcast online via a webcast to shareholders who had registered for the Annual General Meeting and who were registered in the shareholders register of the company held by Euroclear Finland Oy on the record date of 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 2021
The Annual General Meeting adopted the Annual Accounts of the Company as per 31 December 2021.
Dividend per share EUR 0.060 in total
The dividend was resolved to be EUR 0.060 per share in accordance with the proposal of the Board of Directors. The record date for the dividend distribution is 28 March 2022 and the dividend payment date is 4 April 2022.
Authorization to pay in total dividend per share not exceeding EUR 0.186
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 0.186 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:
- the first dividend instalment not exceeding EUR 0.061 per share with the payment date on 9 May 2022;
- the second dividend instalment not exceeding EUR 0.062 per share with the payment date on 25 July 2022; and
- the third dividend instalment not exceeding EUR 0.063 per share with the payment date on 7 November 2022.
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 2021.
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 2023 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, anda
- 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 2023 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, Mikko Kärkkäinen, Frida Ridderstolpe, Johan Ryding, 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 2023. 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 2023. 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:
Arja Talma, Chairperson
Christoffer Häggblom
Johan Ryding
Kai Seikku
Audit Committee:
Kai Seikku, Chairperson
Arja Talma, Vice Chairperson
Christoffer Häggblom
The Board of Directors evaluated Mikko Kärkkäinen, Frida Ridderstolpe, Johan Ryding, Kai Seikku and Arja Talma as independent of the Company and the Company’s significant shareholders. Christoffer Häggblom is independent of the Company but not of its significant shareholder, as Rite Ventures Finland AB, a company ultimately controlled by Christoffer Häggblom, has a right to purchase shares of the Company (call option), as a result of which Christoffer Häggblom’s indirect holding of the Company’s shares and votes would exceed 10 percent of all the shares and votes of the Company. Based on an overall evaluation, the independence of Christoffer Häggblom of the Company is not compromised, even though his service history has lasted for more than 10 consecutive years. 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
Verkkokauppa.com Oyj
marja.makinen@verkkokauppa.com
Tel. +358 40 671 2999
Distribution:
Nasdaq Helsinki
Main media
www.verkkokauppa.com
Verkkokauppa.com empowers its customers to follow their passion by providing a wide product assortment of over 80,000 products. Verkkokauppa.com Oyj serves its retail and corporate customers through its webstore, megastores, 24h kiosk and network of collection points as well as fast deliveries and various services. As Finland’s most popular and most visited domestic online retailer, its deliveries cover around 75 percent of the Finnish population within the next day. The Company has four megastores: in Oulu, Pirkkala, Raisio, and Helsinki, where its headquarters is also located. Verkkokauppa.com employs more than 750 people and its shares are listed on the Nasdaq Helsinki stock exchange with the ticker VERK.
