Verkkokauppa.com Oyj: Notice to the Annual General Meeting

Verkkokauppa.com Oyj        STOCK EXCHANGE RELEASE         6 March 2023 at 4:45 pm EET

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Verkkokauppa.com Oyj (“Verkkokauppa.com” or the “Company”) to the Annual General Meeting to be held on 30 March 2023 starting at 2:00 p.m. (EEST) at Pörssitalo, Pörssisali, Fabianinkatu 14, FI-00100 Helsinki. The reception of persons who have registered for the meeting, the distribution of voting tickets and coffee service will commence at 1:00 p.m. (EEST). During the coffees offered before the meeting, it is possible to meet and discuss with the Company’s management.

Shareholders may also exercise their voting rights by voting in advance or by way of proxy representation. Instructions for advance voting and authorization of proxy representatives are presented in Section C. “Instructions for Participants in the Annual General Meeting” of this notice.

The Company will arrange an opportunity for shareholders who have registered for the Annual General Meeting to follow the meeting via a webcast. Shareholders following the meeting in this manner are not considered to participate in the Annual General Meeting and such shareholders may not exercise shareholders’ rights through the webcast. For further instructions, please refer to Section C. “Instructions for the Participants in the Annual General Meeting” of this notice.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Annual Accounts, the report of the Board of Directors and the Auditor’s Report for the year 2022

– Review by the CEO

The Company’s annual report for 2022, published on 3 March 2023, which includes the Company’s annual accounts, the Report of the Board of Directors and the Auditor’s Report, is available on the Company’s website at https://investors.verkkokauppa.com/en/general-meetings.

A recording of the CEO’s review will be available on the Company’s website after the Annual General Meeting.

7. Adoption of the Annual Accounts

8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds

The Board of Directors proposes to the Annual General Meeting that the Company deviates from its dividend distribution policy and that no dividend be distributed from the profit of the 2022 financial year. The Board of Directors proposes that the profit for the financial period be transferred to the account for retained earnings.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Advisory resolution on the approval of the remuneration report

The Board of Director’s Remuneration Committee proposes that the Annual General Meeting approves the Company’s remuneration report.

The Company’s remuneration report is available on the Company’s website at https://investors.verkkokauppa.com/en/general-meetings and has been published by way of a stock exchange release on 3 March 2023.

11. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the annual fees 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 2024 are the following:

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

The Shareholders’ Nomination Board proposes 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 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 2023. 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 2024 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.

12. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes that the Board of Directors consists of seven (7) members.

13. Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes that the following persons be re-elected as members of the Board of Directors for a term ending at the close of the Annual General Meeting 2024: Johan Ryding, Kai Seikku, Samuli Seppälä and Arja Talma. The Shareholders’ Nomination Board further proposes that Robin Bade, Henrik Pankakoski and Kati Riikonen be elected as new members of the Board of Directors for the same term of office. Christoffer Häggblom, Mikko Kärkkäinen and Frida Ridderstolpe have announced that they are 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 except for Samuli Seppälä.

The 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.

The nominees’ biographical details are available on the Company’s website at https://investors.verkkokauppa.com/en/general-meetings.

14. Resolution on the remuneration of the auditor

The Board of Directors’ Audit Committee proposes that the remuneration of the auditor be paid according to the reasonable invoice approved by the Board of Directors’ Audit Committee.

15. Election of auditor

The Board of Directors’ Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014) and organized an audit firm selection procedure. The Committee has reviewed several potential audit firm candidates based on predetermined selection criteria and identified PricewaterhouseCoopers Oy and KPMG Oy Ab as the best candidates. After careful consideration based on the selection criteria, PricewaterhouseCoopers Oy became the Committee’s preference and recommended audit firm for a term that will continue until the end of the next Annual General Meeting.

The Board of Directors’ Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.

The Board of Directors’ Audit Committee proposes to the Annual General Meeting that PricewaterhouseCoopers Oy, Authorized Public Accountants firm, be 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 Mikko Nieminen, Authorized Public Accountant, would be the auditor-in-charge.

16. Authorization of the Board of Directors to resolve on the repurchase of the Company’s own shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the repurchase of a maximum of 4,535,453 shares in one or several instalments using the unrestricted equity of the Company, however taking into account the provisions of the Finnish 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 approximately ten (10) per cent of the total number of the shares in the Company.

The authorization includes the right of the Board of Directors to resolve 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.

It is proposed that the authorization be valid until the close of the following Annual General Meeting, however, no longer than until 30 June 2024. The authorization revokes previous unused authorizations for the repurchase of the Company’s own shares.

17. Authorization of the Board of Directors to resolve on the issuance of shares

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on a share issue by one or several resolutions. A maximum of 4,535,453 shares may be issued on the basis of the authorization. The proposed maximum authorized number represents approximately ten (10) per cent of the total number of the 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 resolves 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 resolved by the Board of Directors.

It is proposed that the authorization be valid until the close of the following Annual General Meeting, however, no longer than until 30 June 2024. The authorization revokes previous unused share issue authorizations.

18. Amendment of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that Article 7 of the Articles of Association be amended such that, if the Board of Directors so resolve, the general meeting may be held entirely without a meeting venue as a so-called remote meeting and that the reference in Article 7 to the publication of information about the delivered notice to the general meeting in a newspaper be removed.

Furthermore, the Board of Directors proposes to the Annual General Meeting that Article 8 be amended such that the Annual General Meeting shall also resolve, in addition to the items currently listed in Article 8, on the adoption of the remuneration policy, when necessary, and on the adoption of the remuneration report, and that the numbering of current sub-items 4−8 of Article 8 be changed accordingly due to the above-mentioned amendments.

In their amended forms, said provisions of the Articles of Association would read as follows:

“Article 7: Notice to convene a General Meeting of Shareholders

The notice to convene a General Meeting of Shareholders shall be delivered to shareholders no earlier than three months and no later than nine days prior to the record date of the General Meeting of Shareholders. The General Meeting of Shareholders is convened by publishing the notice on the Company’s website.

In order to attend the General Meeting of Shareholders, the shareholder must register in advance with the Company at the latest by the date stated in the notice, which may be no earlier than ten (10) days prior to the General Meeting of Shareholders.

The Board of Directors may resolve on organising a General Meeting without a meeting venue whereby the shareholders have the right to exercise their resolution-making power in full in real time during the meeting using telecommunication connection and technical means.”

“Article 8: Annual General Meeting

The Annual General Meeting shall be held annually within six months from the end of the financial period.

The Annual General Meeting shall decide on:
      1.   the adoption of the financial statements and, if the Company is a parent company, the adoption of the consolidated financial statements;
      2.   the measures called for by the profit shown on the balance sheet;
      3.   discharging the members of the Board of Directors and any CEO from liability;
      4.   the remuneration policy, when necessary;
      5.   the remuneration report;
      6.   the number of the members of the Board of Directors and the number of any deputy members;
      7.   the remunerations of the members of the Board of Directors and the auditors and the reimbursement policy for travel expenses;

elect:

      8.   members of the Board of Directors and any deputy members;
      9.   the auditor;

and handle:

      10.   other matters mentioned separately in the notice of the Annual General Meeting.”

It is proposed that the Articles of Association remain unchanged in other respects.

19. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned resolution proposals relating to the agenda of the Annual General Meeting as well as this notice are available on Verkkokauppa.com Oyj’s website at https://investors.verkkokauppa.com/en/general-meetings. The annual accounts, the Report of the Board of Directors, the Auditor’s Report and the remuneration report of Verkkokauppa.com Oyj, have been available on the above-mentioned website as of 3 March 2023. The proposals for resolutions and other documents referred to above will also be available for review at the Annual General Meeting.

The minutes of the meeting will be available on the above-mentioned website as from 13 April 2023 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Each shareholder, who on the record date for the Annual General Meeting on 20 March 2023 is registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.

Registration for the Annual General Meeting will begin on 6 March 2023 at 4:00 p.m. (EET). A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting, shall register for the Annual General Meeting no later than by 23 March 2023 at 4:00 p.m. (EET), by which time the notice must have been received. The registration for the Annual General Meeting can be done in the following manners:

a)   On the Company’s website at https://investors.verkkokauppa.com/en/general-meetings

Electronic registration requires that the shareholder or its legal representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.

b)   By email

Alternatively, a shareholder may send the notice of participation to Innovatics Ltd by email to agm@innovatics.fi.

In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information, such as their name, birth date or business identity code, contact details and the name of a proxy representative or assistant, if any, and the birth date of the proxy representative.

The personal data given to Verkkokauppa.com and Innovatics Ltd by shareholders and proxy representatives is only used in connection to the Annual General Meeting and with the processing of related necessary registrations. Further information on how the Company processes personal data is available in the privacy notice regarding the Annual General Meeting, which is available at https://investors.verkkokauppa.com/en/general-meetings.

The shareholder, their authorized representative or proxy representative, if any, shall be able to prove their identity and/or right of representation at the Annual General Meeting.

Additional information on the registration and advance voting is available during the registration period by telephone at +358 10 2818 909 on business days during 9:00 a.m. until 12:00 noon and from 1:00 p.m. until 4:00 p.m.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which the shareholder on the record date of the Annual General Meeting on 20 March 2023, would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Oy. In addition, the right to participate in the Annual General Meeting requires that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 27 March 2023 at 10:00 a.m. (EEST). With regard to nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in share ownership following the record date of the Annual General Meeting do not have an impact on the right to participate in the Annual General Meeting nor on the number of votes of the shareholder.

A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the Company’s temporary shareholders’ register, the issuing of proxy documents and voting instructions, and registration for the Annual General Meeting from his/her custodian bank without delay. The account management organization of the custodian bank shall register a holder of nominee-registered shares, who wishes to participate in the Annual General Meeting, in the Company’s temporary shareholders’ register within the registration period applicable to nominee-registered shares. If necessary, the account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.

3. Proxy representatives and power of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting by way of proxy representation. Proxy representatives may also vote in advance in the manner described in this notice.

Proxy representatives must use their personal electronic authentication when registering through the electronic registration service for the meeting and voting in advance, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares, by which each proxy representative represents the shareholder, shall be identified in connection with the registration for the Annual General Meeting.

Proxy and voting instruction templates are available on the Company’s website at https://investors.verkkokauppa.com/en/general-meetings. Possible proxy documents shall be delivered primarily as an attachment in connection with registration or, alternatively, by email to agm@innovatics.fi before the expiry of the registration period, by which time the documents must have been received.

In addition to delivering the proxy documents the shareholder or its proxy representative shall also register to the Annual General Meeting in the manner set out in this notice.

Shareholders that are legal entities can also use the electronic Suomi.fi authorization service for authorizing their proxies instead of using the traditional proxy authorisation. In this case, the shareholder that is a legal entity authorises a representative appointed by it in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). In connection with registering, the representative must identify themselves with strong electronic authentication, after which they can register and vote in advance. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.

4. Advance voting

Shareholders with a Finnish book-entry account may vote in advance on certain matters on the agenda of the Annual General Meeting during the period from 6 March 2023 at 4:00 p.m. (EET) until 23 March 2023 at 4:00 p.m. (EET). Advance voting can be done in the following manners:

      a)   On the Company’s website at https://investors.verkkokauppa.com/en/general-meetings

Voting in advance electronically requires that the shareholder or their legal representative or proxy representative uses strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.

      b)   By email

A shareholder may submit the advance voting form available on the Company’s website or corresponding information to Innovatics Ltd by email to agm@innovatics.fi. The advance votes must be received by Innovatics Ltd before the expiry of the advance voting period. Submission of votes before the expiry of the voting period in this manner constitutes due registration for the Annual General Meeting, provided that they contain the above-mentioned information required for registration.

A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the Annual General Meeting if they or their proxy representative is not present at the venue of the Annual General Meeting.

With regards to holders of nominee registered shares, advance voting is performed via the custodian bank. The account management organization of the custodian bank may vote in advance on behalf of the holders of nominee registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee registered shares.

A proposal subject to advance voting is considered to have been presented unchanged at the Annual General Meeting.

The terms and conditions as well as other instructions concerning the advance voting are available on the Company’s website at https://investors.verkkokauppa.com/en/general-meetings.

5. Other instructions and information

The Annual General Meeting will be held in Finnish.

The Company will arrange an opportunity for shareholders who have registered for the Annual General Meeting to follow the meeting online via a webcast. A video link and password to follow the meeting online will be sent by email and/or as a text message to the email address and/or phone number provided in connection with the registration. Shareholders are asked to take into account that following the webcast does not constitute participation in the Annual General Meeting and it will not be possible for shareholders to exercise their rights in the Annual General Meeting through the webcast. Shareholders who intend to follow the meeting via webcast and wish to exercise their voting rights are referred to vote in advance or by way of proxy representation.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions and request information with respect to the matters to be considered at the meeting.

Changes in share ownership after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or a shareholder’s number of votes at the meeting.

On the date of this notice to the Annual General Meeting, 6 March 2023, the total number of shares in Verkkokauppa.com Oyj is 45,354,532 and the total number of votes in Verkkokauppa.com Oyj is 45,354,532.

Helsinki, 6 March 2023

VERKKOKAUPPA.COM OYJ

Board of Directors

More information:
Robert Tallberg, Head of Legal
Verkkokauppa.com Oyj
robert.tallberg@verkkokauppa.com
Tel. +358 50 570 0858

Marja Mäkinen, Head of Investor Relations and Corporate Communications
Verkkokauppa.com Oyj
marja.makinen@verkkokauppa.com
Tel. +358 40 671 2999

Verkkokauppa.com empowers its customers to follow their passion by providing a wide product assortment of around 90,000 products. Verkkokauppa.com Oyj serves its retail and corporate customers through its webstore, megastores, 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.