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
The Annual General Meeting of
- Confirmed that a dividend of
EUR 0.056 per share and an additional dividend ofEUR 0.22 per share (i.e. in total a dividend ofEUR 0.276 per share) be paid for the financial period 1 January –31 December 2020 . The record date for the dividend distribution is29 March 2021 and the dividend payment date is7 April 2021 . - Authorized the Board of Directors to decide at its discretion on a dividend not exceeding
EUR 0.174 per share in three instalments during 2021. The payment dates are tentatively on4 May 2021 ,27 July 2021 and2 November 2021 . The Company shall make separate announcements of the Board resolutions. - Approved the Company’s amended Remuneration Policy.
- 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:
Christoffer Häggblom ,Kai Seikku , Samuli Seppälä andArja Talma . - Elected the following persons as new members of the Board of Directors:
Mikko Kärkkäinen , Frida Ridderstolpe andJohan Ryding . - Approved the amended Charter of the Shareholders’ Nomination Board.
- Authorized the Board of Directors to decide on a repurchase of Company’s own shares and the issuance of shares.
Due to the current COVID-19 situation, the Board of Directors of
The following matters were resolved at the Verkkokauppa.com Annual General Meeting held today in
Adoption of the Annual Accounts for the financial period of 1 January –
The Annual General Meeting adopted the Annual Accounts of the Company as per
Dividend per share
The dividend was resolved to be
Authorization to pay in total dividend per share not exceeding
The Annual General Meeting authorized the Board of Directors to decide in its discretion on the distribution of dividend as follows:
The total amount of the dividend distribution based on this authorization shall not exceed
Unless the Board of Directors decides otherwise or the possible changes in the rules and regulations of the Finnish book-entry system requires otherwise, the authorization will be used to distribute dividend in three instalments during the period of validity of the authorization as follows:
- the first dividend instalment not exceeding
EUR 0.057 per share with the payment date on4 May 2021 ; - the second dividend instalment not exceeding
EUR 0.058 per share with the payment date on27 July 2021 ; and - the third dividend instalment not exceeding
EUR 0.059 per share with the payment date on2 November 2021 .
The Board of Directors will make separate resolutions on the distribution of dividends based on this authorization and the company will separately publish announcements of such Board resolutions. The dividend payment based on a resolution of the Board of Directors will be paid to a shareholder who on the record date of the dividend payment is registered in the company’s shareholders’ register held by
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 –
Company’s amended Remuneration Policy
The Annual General Meeting decided to approve the Company’s amended Remuneration Policy.
Company’s Remuneration Report
The Annual General Meeting decided to approve the Company’s Remuneration Report.
Remuneration to the Board of Directors
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 2022 were resolved to be as follows:
EUR 70,000 for the Chairperson of the Board of Directors,EUR 55,000 for the Vice Chairperson of the Board of Directors, andEUR 35,000 for each member of the Board of Directors.
It was resolved that 50 per cent of the annual fee be paid in
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 2022 were resolved to be as follows:
EUR 12,000 for the Chairperson of the Audit CommitteeEUR 10,000 for the Vice Chairperson of the Audit CommitteeEUR 6,000 for each member of the Audit CommitteeEUR 8,000 for the Chairperson of the Remuneration CommitteeEUR 4,000 for each member of the Remuneration Committee.
The fees of the committees would be paid in cash.
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. Christoffer Häggblom,
Election and remuneration of the auditor
Resolution on the approval of the amended Charter of the Shareholders’ Nomination Board
The Annual General Meeting resolved to approve the amended Charter of the Shareholders’ Nomination Board.
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 4,506,513 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.
The authorization includes the right of the Board of Directors to decide on all other terms and conditions of the repurchase of the shares, including the repurchase of shares in another proportion than that of the existing shareholdings of the shareholders (the directed repurchase). The shares can be repurchased on the trading venues where the company’s shares are traded at the market price of the time of the repurchase, or at the price otherwise established on the market at the time of the repurchase.
Shares may be repurchased for the purposes of improving the Company’s capital structure, financing or carrying out corporate acquisitions or other arrangements, implementing prospective incentive and remuneration schemes, or to be otherwise transferred further, retained as treasury shares or cancelled.
The authorization is valid until the close of the following Annual General Meeting, however, no longer than until
The Board of Directors were authorized to decide on the share issue
The Annual General Meeting authorized the Board of Directors to decide on a share issue by one or several decisions. A maximum of 4,506,513 shares may be issued on the basis of the authorization. The proposed maximum authorized number represents ten (10) per cent of the total number of shares in the company. The Board of Directors may resolve to issue either new shares or transfer the treasury shares held by the company.
The Board of Directors decides on all the terms and conditions of the share issue, including the deviation from the shareholders’ pre-emption rights for a weighty financial reason. The authorization may be used to improve the Company’s capital structure, to finance or carry out corporate acquisitions or other arrangements, to implement prospective incentive and remuneration schemes or to be used for other purposes decided by the Board of Directors.
The authorization is valid until the close of the following Annual General Meeting, however, no longer than until
Constitutive meeting of the Board of Directors
At the Board of Directors’ constitutive meeting held after the Annual General Meeting,
The compositions of the Board committees were decided to be as follows:
Remuneration Committee:
Christoffer Häggblom, Chairperson
Audit Committee
Christoffer Häggblom
The Board of Directors evaluated Christoffer Häggblom, Mikko Kärkkäinen, Frida Ridderstolpe,
Board of Directors
For more information, please contact:
CEO
panu.porkka@verkkokauppa.com
Tel. +358 10 309 5555
CFO
mikko.forsell@verkkokauppa.com
Tel. +358 50 434 2516
Distribution:
Nasdaq
Principal media
www.verkkokauppa.com
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