Proposals by the Shareholders’ Nomination Board of Verkkokauppa.com Oyj to the Annual General Meeting 2021 - Seite 3

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.