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

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.