Resolutions of Verkkokauppa.com Oyj’s Annual General Meeting and the decisions of the constitutive meeting of the Board of Directors

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         4 April 2024 at 3:30 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 2023 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: Robin Bade, Henrik Pankakoski, Kati Riikonen, Samuli Seppälä and Arja Talma.
• Elected the following persons as new members of the Board of Directors: Irmeli Rytkönen and Enel Sintonen
• 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 virtual Annual General Meeting held today:

Adoption of the Annual Accounts for the financial period of 1 January – 31 December 2023

The Annual General Meeting adopted the Annual Accounts of the Company as per 31 December 2023.

Resolution on the use of the profit

The Annual General Meeting resolved that the Company deviates from its dividend distribution policy to improve its equity ratio and that no dividend be distributed from the profit of the 2023 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 2023.

Company’s Remuneration Report

The Annual General Meeting decided to approve the Company’s Remuneration Report.

Remuneration to the Board of Directors to remain the same

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 2025 were 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.