Resolutions of Verkkokauppa.com Oyj’s Annual General Meeting and the decisions of the constitutive meeting of the Board of Directors - Seite 2

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 2025 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. Robin Bade, Henrik Pankakoski, Kati Riikonen, Samuli Seppälä and Arja Talma were re-elected for the next term. Additionally, Irmeli Rytkönen and Enel Sintonen 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. PricewaterhouseCoopers Oy will also act as the sustainability reporting assurance provider of the Company. 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.