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 30 March 2023 at 4:00 p.m. EEST
The Annual General Meeting of Verkkokauppa.com Oyj held today:
- Adopted the Annual Accounts for the financial period 1 January – 31 December 2022 and resolved not to distribute a dividend.
- 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: Johan Ryding, Kai Seikku, Samuli Seppälä and Arja Talma.
- Elected the following persons as new members of the Board of Directors: Robin Bade, Henrik Pankakoski and Kati Riikonen
- Authorized the Board of Directors to decide on a repurchase of Company’s own shares and the issuance of shares.
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 2022
The Annual General Meeting adopted the Annual Accounts of the Company as per 31 December 2022.
Resolution on the use of the profit
The Annual General Meeting resolved that the Company deviates from its dividend distribution policy and that no no dividend be distributed from the profit of the 2022 financial year.
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 2022.
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 2024were resolved to be as follows:
- EUR 70,000 for the Chairperson of the Board of Directors, and
- 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 2024 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. In addition, 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. Johan Ryding, Kai Seikku, Samuli Seppälä and Arja Talma were re-elected for the next term. Additionally, Robin Bade, Henrik Pankakoski and Kati Riikonen were elected as new members for the next term.
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 Mikko Nieminen, 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 4,535,453 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 2024. 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 4,535,453 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 2024. The authorization revokes previous unused share issue authorizations.
Amendment of the Articles of Association
The Annual General Meeting resolved 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. In addition, Article 8 was 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.
The minutes of the Annual General Meeting
Advance voting was held on matters 7-18 on the agenda of the Annual General Meeting. The detailed results of the advance voting are recorded in the minutes of the meeting. The minutes of the Annual General Meeting will be available on the Company’s website as of 13 April 2023 at the latest.
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.
The compositions of the Board committees were decided to be as follows:
Remuneration Committee:
Arja Talma, Chairperson
Robin Bade
Johan Ryding
Kai Seikku
Audit Committee:
Kai Seikku, Chairperson
Arja Talma, Vice Chairperson
Henrik Pankakoski
Kati Riikonen
The Board of Directors evaluated Robin Bade, Henrik Pankakoski, Johan Ryding, Kai Seikku and Arja Talma as independent of the Company and the Company’s significant shareholders. Kai Seikku is independent o of significant shareholders and based on an overall evaluation, the independence of Kai Seikku of the Company is not compromised, even though his service history has lasted for 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
Verkkokauppa.com Oyj
panu.porkka@verkkokauppa.com
Mikko Forsell, CFO
Verkkokauppa.com Oyj
mikko.forsell@verkkokauppa.com
Tel. +358 50 434 2516
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.
