Verkkokauppa.com Oyj company release 21 March 2018 at 15:35
The Annual General Meeting of Verkkokauppa.com Oyj held today:
- Confirmed that a dividend of EUR 0.044 per share be paid for the financial period 1 January - 31 December 2017. The record date for the dividend distribution is 23 March 2018 and the dividend payment date is 3 April 2018.
- Authorized the Board of Directors to decide in its discretion on a dividend not exceeding EUR 0.138 per share in three instalments during 2018. The payment dates are on 16 May 2018, 21 August 2018 and 6 November 2018. The Company shall make separate announcements of Board resolutions.
- Approved proposals concerning the selections and remuneration of the Board of Directors and auditor as well as the number of members of the Board of Directors.
- Elected the following persons as members of the Board of Directors: Robert Burén, Christoffer Häggblom, Mikael Hagman, Kai Seikku, Samuli Seppälä and Arja Talma.
- Authorised the Board of Directors to decide on a repurchase of Company's own shares and share issuance.
The following matters were discussed at the Verkkokauppa.com Annual General Meeting held today in Helsinki:
Adoption of the Annual Accounts for the financial period of 1 January - 31 December 2017
The Annual General Meeting adopted the Annual Accounts of the Company as per 31 December 2017.
Dividend per share EUR 0.044
The dividend was resolved to be EUR 0.044 per share in accordance with the proposal of the Board of Directors. The record date for the dividend distribution is 23 March 2018 and the dividend payment date is 3 April 2018.
Authorization to pay dividend per share EUR 0.138
The Annual General Meeting authorized the Board of Directors to decide in its discretion on the distribution of dividends as follows:
The total amount of the dividend distribution based on this authorization shall not exceed EUR 0.138 per share (the instalments can differ from each other). The authorization is valid until the opening of the next Annual General Meeting.
Unless the Board of Directors decides otherwise, the authorization will be used to distribute dividend three times during the period of validity of the authorization and the payment dates of the dividends will be on 16 May 2018, 21 August 2018 and 6 November 2018. In this case the Board of Directors will make separate resolution on the distribution of dividends. The Board of Directors will decide on the record date in connection with each dividend payment decision and the Company shall make separate announcements of Board resolutions. Before the Board of Directors implements the resolution regarding the distribution of dividend, it must assess, from the viewpoint of Company's solvency and/or financial position, whether the requirements in the Finnish Companies Act for the distribution of dividend are fulfilled.
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 2017.
Remuneration to the Board of Directors
The annual fees payable to the members of the Board of Directors elected at the same meeting for a term until the close of the Annual General Meeting of Shareholders in 2019 were resolved to be as follows:
- EUR 70,000 for the Chairman of the Board of Directors
- EUR 35,000 for each member of the Board of Directors.
It was resolved that 50 per cent of the annual fee of the Chairman and the members of the Board of Directors be paid in Verkkokauppa.com shares either purchased form the market or alternatively by using treasury shares held by the Company.
The annual fees payable to the members of the committees of the Board of Directors for the term until the close of the Annual General Meeting of Shareholders in 2019 were resolved to be as follows:
- EUR 12,000 for the Chairman of the Audit Committee
- EUR 6,000 for each member of the Audit Committee
- EUR 8,000 for the Chairman of the Nomination and Remuneration Committee
- EUR 4,000 for each member of the Nomination and Remuneration Committee.
The fees of the committees would be paid in cash.
No annual fee will be paid for the Strategy Committee work to the members of the Strategy Committee. The Chairman of the Strategy Committee will be paid a meeting fee of EUR 3,000 and each member of the Strategy Committee will be paid a meeting fee of EUR 1,500 for each Strategy Committee meeting they attend.
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 six (6) members. Robert Burén, Christoffer Häggblom, Mikael Hagman, Kai Seikku and Samuli Seppälä were re-elected for the next term. Arja Talma was elected as a new member.
Election and remuneration of the auditor
PricewaterhouseCoopers Oy, Authorized Public Accountants firm, 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 Authorized Public Accountant Ylva Eriksson will serve as the auditor-in-charge. It was resolved that the remuneration of the auditor will be paid according to the reasonable invoice approved by the Board of Directors.
The Board of Directors were authorized to decide on the repurchase of 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 amount of own shares in the possession of the company or its subsidiaries. The proposed quantity of shares represents maximum ten (10) per cent of the Company's entire share capital.
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 existing shareholdings of the shareholders (directed repurchase). The shares shall be acquired through trading of the securities on First North market at the market price of the time of the repurchase or otherwise established on the market at the time of the repurchase.
Shares may be purchased for the purpose 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 30 June 2019. The authorization revokes previous unused authorizations for the repurchase of own shares.
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 quantity represents ten (10) per cent of the Company's entire share capital. The Board of Directors may resolve to issue either new shares or own shares held by the Company.
The Board of Directors decides on all the terms and conditions of the share issue, including making the disposal in 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 30 June 2019. The authorization revokes previous unused share issue authorizations.
Verkkokauppa.com Oyj
Board of Directors
For more information, please contact:
Christoffer Häggblom, Chairman of the Board
christoffer@riteventures.com
Tel. +358 10 309 5555
Jussi Tallgren, CFO
jussi.tallgren@verkkokauppa.com
Tel. +358 10 309 5555
Nordea Bank AB (publ), Finnish Branch
Tel. +358 9 5300 6785
Distribution:
Nasdaq Helsinki
Principal media
www.verkkokauppa.com