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Last Trade - 16/04/21

Sector
Consumer Cyclicals
Size
Mid Cap
Market Cap £366.1m
Enterprise Value £347.8m
Revenue £479.7m
Position in Universe 563rd / 1831

Proposals by the Shareholders’ Nomination Board of Verkkokauppa.com Oyj to the Annual General Meeting 2021

Mon 22nd February, 2021 7:30am
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Verkkokauppa.com Oyj                    STOCK EXCHANGE
RELEASE                     February 22, 2021 at 9:30 a.m.
EET

Proposals by the Shareholders’ Nomination Board of Verkkokauppa.com Oyj to
the Annual General Meeting 2021

Verkkokauppa.com Oyj’s Shareholders’ Nomination Board has submitted its
proposals to the Annual General Meeting 2021 to Verkkokauppa.com Oyj’s Board
of Directors. The Shareholders’ Nomination Board proposes that the Board of
Directors consists of seven (7) members and that the following persons be
elected to the Board of Directors for a term ending at the close of the Annual
General Meeting 2022:

Proposed to be re-elected as members: Christoffer Häggblom, Kai Seikku,
Samuli Seppälä and Arja Talma

Proposed to be elected as new members: Mikko Kärkkäinen, Frida Ridderstolpe
and Johan Ryding

It is further proposed that the Board of Directors elects a Vice Chairperson
in addition to the Chairperson of the Board. The Chairperson and the Vice
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 and Christoffer
Häggblom as the Vice Chairperson of the Board of Directors.

Of the current members, Robert Burén has informed that he is 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 with the exception of
Samuli Seppälä.

The annual fee 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 2022 is proposed 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.
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. 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 2021. 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
2022 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.

The Shareholders’ Nomination Board further proposes that the Nomination
Board shall consist of three members (instead of four) and that the
Chairperson of the Board of Directors shall be an expert member only.
Therefore, the Shareholders’ Nomination Board proposes that the Charter of
the Shareholders’ Nomination Board be amended as follows:

The first paragraph of section 2 “Appointment and Composition of the
Nomination Board” be amended to read as follows:

“The Nomination Board consists of three members which represent the
Company’s three largest shareholders, or the representatives nominated by
such shareholders. The Chairperson of the Board acts as an expert member of
the Nomination Board (for the avoidance of doubt, the Chairperson of the Board
is not an official member of the Nomination Board and does not have any voting
right).”

The first paragraph of section 2.1 “Convening the Nomination Board” be
amended to read as follows:

“The Chairperson of the Board convenes the first meeting of the Nomination
Board and acts as the Chairperson of the Nomination Board until the Nomination
Board selects a Chairperson from among its members (i.e. not including the
Chairperson of the Board). Thereafter, the Chairperson of the Nomination Board
will convene the meetings.”

Fourth paragraph of section 2.1 “Convening the Nomination Board” be
amended to read as follows:

“The Nomination Board may appoint a new member to replace the resigned
member prematurely. If the number of the Nomination Board members is less than
two during the term of office of the Nomination Board, the Nomination Board
shall decide on the appointment of new members. The Nomination Board shall
offer the positions to be filled in the order of the number of votes conferred
by shares to those shareholders of the Company who have not nominated a member
to the Nomination Board. In such case, such shareholder shall state within
five (5) business days from the written request whether they wish to nominate
a member or not. The number of votes is determined by the holding information
in the Company’s shareholder register on the day preceding the offer to
nominate.”

The proposed amended Charter of the Shareholders’ Nomination Board will be
available at https://investors.verkkokauppa.com/en/general-meetings in
connection with the publishing of the notice to the Annual General Meeting.

The following members were appointed to Verkkokauppa.com Oyj’s
Shareholders’ Nomination Board in September 2020: Samuli Seppälä (Founder
of Verkkokauppa.com, representing himself); Peter Lindell (Partner and
Chairman of Rite Ventures), appointed by Rite Ventures Finland AB; Erkka
Kohonen (Senior Portfolio Manager), appointed by Varma Mutual Pension
Insurance Company; and Christoffer Häggblom, Chairperson of the Board of
Directors, Verkkokauppa.com Oyj. Christoffer Häggblom did not take part in
the decision-making on the remuneration to be paid to the Board of Directors.

Verkkokauppa.com Oyj’s Annual General Meeting, held on 31 March 2020,
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. 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 fourth member of the
Nomination Board shall be the Chairperson of the Board of Directors. 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 shareholders’ register. If a holder of
nominee registered shares wishes to use his/her right to nominate, they shall
present a reliable account of the number of shares in their ownership by the
last business day of May in the year preceding the Annual General Meeting.

Biographical details of the new proposed Board members are available as an
attachment to this release and at
https://investors.verkkokauppa.com/en/general-meetings.

For more information, please contact:
 Peter Lindell
 Chairperson of the Shareholders’ Nomination Board
 peter@riteventures.com
 Tel. +358 10 309 5555

Christoffer Häggblom
 Chairperson of the Board of Directors
 christoffer@riteventures.com
 Tel. +358 10 309 5555

Distribution:

Nasdaq Helsinki
 Principal media
 www.verkkokauppa.com


Attachments
*     Verkkokauppa.com - AGM 2021 - CV (ENG) Ridderstolpe
(https://ml-eu.globenewswire.com/Resource/Download/cdea2c8f-0da6-428d-b491-a54c059952e0)
  
*     Verkkokauppa.com - AGM 2021 - CV (ENG) Kärkkäinen
(https://ml-eu.globenewswire.com/Resource/Download/4ad15758-3ed5-4a58-bf3d-1e96bfff858b)
  
*     Verkkokauppa.com - AGM 2021 - CV (ENG) Ryding
(https://ml-eu.globenewswire.com/Resource/Download/83c57a51-588f-41ee-b2b7-b586cb97bb0d)
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