Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of the Board of Directors of Verkkokauppa.com Oyj

Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of the Board of Directors of Verkkokauppa.com Oyj

Verkkokauppa.com Oyj            STOCK EXCHANGE RELEASE                23 January 2026 at 11:15 EET

Verkkokauppa.com Oyj’s Shareholders’ Nomination Board will propose to the Annual General Meeting, planned to be held on 14 April 2026, that the Board of Directors consists of seven members and that Robin Bade, Henrik Pankakoski, Kati Riikonen, Irmeli Rytkönen, Samuli Seppälä, Enel Sintonen and Arja Talma be re-elected as Board members.

Should any of the candidates presented above for any reason not be available for election to the Board at the Annual General Meeting, the remaining available candidates are proposed to be elected as presented above. In this case, the number of members of the Board is proposed to be the number of available candidates.

The Chair of the Board will be elected by the members of the Board from amongst themselves. The Shareholders’ Nomination Board further proposes that the members of the Board elect a Vice Chair of the Board from amongst themselves. The candidates have indicated to the Shareholders’ Nomination Board that if elected, they will elect Arja Talma as the Chair of the Board and Kati Riikonen as the Vice Chair of the Board.

All candidates have given their consent to the election. All candidates, except for Samuli Seppälä, are deemed independent of the company and its major shareholders. Seppälä is not independent of the company or its significant shareholders.

The annual fees to be paid to the members of the Board to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting in 2027 are proposed by the Nomination Board to be as follows:

• EUR 75,000 for the Chair of the Board (currently EUR 70,000)
• EUR 55,000 for the Vice Chair of the Board (N/A), and
• EUR 37,500 for each member of the Board (EUR 35,000).
  
  

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. 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.

Notwithstanding the above, the annual fee can be paid fully in cash if, due to legal, tax, or other regulatory restrictions, or for any other reason related to the company or the Board member, the fee cannot be paid in shares.

The annual fees payable to members of the committees of the Board for the term of office ending at the close of the Annual General Meeting in 2027 are proposed to be the following:

• EUR 13,000 for the Chair of the Audit Committee (EUR 12,000),
• EUR 11,000 for the Vice Chair of the Audit Committee (EUR 10,000),
• EUR 6,500 for each member of the Audit Committee (EUR 6,000),
• EUR 8,500 for the Chair of the Remuneration Committee (EUR 8,000), and
• EUR 4,500 for each member of the Remuneration Committee (EUR 4,000).
  
  
  

The fees of the committees are proposed to be paid in cash. It is additionally proposed that the members of the Board 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 consists of three members, which are the company’s three largest shareholders or their representatives. The Chair of the Board acts as an expert member. The Nomination Board representatives of the three largest shareholders of the company, based on the shareholding on 30 May 2025, are as follows: Samuli Seppälä (Founder of Verkkokauppa.com, representing himself); Erkka Kohonen (Senior Portfolio Manager), appointed by Varma Mutual Pension Insurance Company; and Janne Kujala (Head of Nordic Equities), appointed by Evli Fund Management Company Ltd.

Arja Talma did not participate in preparing the proposal regarding Board member remuneration.

CVs of the proposed Board members are available on the investor website under Board of Directors.

More information:
Erkka Kohonen
Chair of the Shareholders’ Nomination Board

Arja Talma
Chair of the Board

Elisa Forsman
Head of Investor Relations and Corporate Communications
Verkkokauppa.com Oyj
elisa.forsman@verkkokauppa.com
Tel. +358 44 206 6094

Verkkokauppa.com is an e-commerce pioneer that stands passionately on the customer's side. Verkkokauppa.com accelerates the transition of commerce to online with Finland’s fastest deliveries and ultimate convenience. The company leads the way by offering one-hour deliveries to more than 2 million customers, a winning assortment and probably always cheaper prices. Every day, the company strives to find more streamlined ways to surpass its customers' expectations and to create a new norm for buying and owning.

Verkkokauppa.com was founded in 1992 and has been online since day one. The company's revenue in 2024 was EUR 468 million and it employs around 600 people. Verkkokauppa.com is listed on the Nasdaq Helsinki stock exchange.