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Correction: Verkkokauppa.com Oyj: Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of the Board of Directors of Verkkokauppa.com Oyj
Correction: Verkkokauppa.com Oyj: Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of the Board of Directors of Verkkokauppa.com Oyj
Verkkokauppa.com Oyj STOCK EXCHANGE RELEASE 28 January 2025 at 15:00 EET
There was a wrong year and net sales figure in the stock exchange release. The correct sentence is: Verkkokauppa.com’s revenue in 2023 was EUR 503 million and it employs around 600 sales and retail professionals.
The corrected release:
Verkkokauppa.com Oyj’s Shareholders’ Nomination Board will propose to the Annual General Meeting, planned to be held on 8 April 2025, that the Board of Directors consists of seven members and that Robin Bade, Henrik Pankakoski, Kati Riikonen, Irmeli Rytkönen, Samuli Seppälä, Enel Sintonen and Arja Talma be re-elected as Board members.
Should any of the candidates presented above for any reason not be available for election to the Board of Directors at the Annual General Meeting, the remaining available candidates are proposed to be elected as presented above. In this case, the number of members of the Board of Directors is proposed to be the number of available candidates.
The Chair of the Board will be elected by the members of the Board from amongst themselves. The nominees to the Board have indicated to the Shareholders’ Nomination Board that if elected, they will elect Arja Talma as the Chair of the Board.
All nominees have given their consent to the election. All nominees, except for Samuli Seppälä and Enel Sintonen, are deemed independent of the company and its major shareholders. Seppälä is not independent of the company or its significant shareholders. Sintonen is not independent of the company.
The annual fees to be paid to the members of the Board to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting in 2026 are proposed by the Nomination Board to be as follows:
EUR 70,000 for the Chair of the Board of Directors, and
EUR 35,000 for each member of the Board of Directors.
The proposed annual fees correspond to the current remuneration.
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. 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.
Notwithstanding the above, the annual fee can be paid fully in cash if, due to legal, tax, or other regulatory restrictions, or for any other reason related to the company or the Board member, the fee cannot be paid in shares.
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 2026 are proposed to be the following:
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, and
EUR 4,000 for each member of the Remuneration Committee.
The proposed fees for committee work correspond to the current remuneration.
The fees of the committees are proposed to be paid in cash. It is additionally proposed that the members of the Board 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 consists of three members, which represent the three largest registered shareholders of the company based on the ownership as of 31 May 2024. The Chair of the Board acts as an expert member. The following members were appointed to Verkkokauppa.com Oyj’s Shareholders’ Nomination Board in August 2024: Samuli Seppälä (Founder of Verkkokauppa.com, representing himself); Erkka Kohonen (Senior Portfolio Manager), appointed by Varma Mutual Pension Insurance Company; and Karoliina Lindroos (Head of Responsible Investment), appointed by Ilmarinen Mutual Pension Insurance Company.
CVs of the proposed Board members are available on the investor website under Board of Directors.
For more information, please contact: Erkka Kohonen Chair of the Shareholders’ Nomination Board erkka.kohonen@varma.fi Tel. +358 10 309 5555
Tomi Lindell, Head of Investor Relations and Corporate Communications, Verkkokauppa.com Oyj tomi.lindell@verkkokauppa.com Tel. +358 50 593 4119
Verkkokauppa.com is a leading Finnish consumer electronic and home & leisure product retailer serving consumer and business customers online and through four megastores. We strive to accelerate the online transition of retail by surpassing customers' expectations every day. Verkkokauppa.com was founded in 1992 and caters around 80 million annual online visitors with a cost-efficient and scalable business model. Verkkokauppa.com’s revenue in 2023 was EUR 503 million and it employs around 600 sales and retail professionals. Verkkokauppa.com is listed on the Nasdaq Helsinki Stock Exchange (VERK).
