Proposals by the Shareholders’ Nomination Board of Verkkokauppa.com Oyj to the Annual General Meeting 2021 - Seite 2

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.”