Verkkokauppa.com will apply to the NASDAQ OMX First North

Verkkokauppa.com Oyj Release 24 March 2014 at 09:30

Not to be distributed in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa or the United States.

Verkkokauppa.com will apply to the NASDAQ OMX First North Finland -marketplace

The Board of Directors of Verkkokauppa.com Oyj ("Verkkokauppa.com" or the "Company"), and its certain shareholders (the "Sellers"), have decided to arrange a share issue ("Share Issue") and share sale (the "Share Sale"), collectively (the "Offering") and apply for listing of the shares in Verkkokauppa.com on the NASDAQ OMX First North Finland -marketplace. The Offering is expected to begin on or about 25 March 2014. Trading of the Company's shares is expected to commence on or about 8 April 2014. The preliminary subscription and selling price of the shares is between EUR 20.00 and EUR 24.00 per share ("Preliminary Subscription Price"). This would represent a market capitalisation of approximately EUR 150-180 million if all the shares offered are subscribed for according to the Preliminary Subscription Price.

The shares in the Offering will be offered to Finnish and international institutional investors (the "Institutional Offering") and to the Company's personnel, private individuals and organisations in Finland (the "Public Offering", and together with the Institutional Offering, the "Offering"). The Offering will preliminarily consist of a maximum of 2 425 656 shares, representing approximately 32.3 per cent of the total number of the Company's shares outstanding after the Offering. Verkkokauppa.com aims to offer 820 000 new shares (the "Issue Shares") for subscription, thus raising EUR 18.0 million in new capital in conjunction with the Offering before issuing related costs.

In the Share Sale, certain of the Company's current shareholders offer up to 1 605 656 shares for purchase (the "Sale Shares", the Sale Shares collectively with the Issue Shares referred to as the "Offer Shares"). The largest seller in the Offering, Rite Internet Ventures Holding AB (directly or through a wholly owned subsidiary) offering no more than 1 220 659 Sale Shares, will remain a significant owner of the Company with an approximately 14.9 per cent holding after the Offering, should the Offering be subscribed for in full. In addition, the Company's main owner, Mr. Samuli Seppälä, offers at most 384 997 Sale Shares. Should the Offering be fully subscribed for, Mr. Samuli Seppälä's post-offering shareholding would decrease to 49.9 per cent.

Prior to the Offering, Rite Internet Ventures Holding AB exercises an option granted to it to subscribe 1 435 365 new shares in the Company. The Company's subscription proceeds totalling approximately 5.6 million euros will be partially used to repay shareholder loans granted to the Company by its significant shareholders totalling approximately 4.3 million euros.

"As retail trade continues shifting online, we intend to take further market share especially from brick-and-mortar and specialty stores in Finland by strongly leveraging our scalable business model. We however intend to do this in accordance with our customer promise 'probably always cheaper'. Now is the right time for Verkkokauppa.com to bravely seek growth and market share as a Company seeking listing on the NASDAQ OMX First North -marketplace" according to the Company's CEO, Samuli Seppälä.

The Chairman of the Board of Directors, Mr. Christoffer Häggblom states that "the Offering enables more rapid initiation and execution of Verkkokauppa.com's various development projects. The Company is evaluating among other things new customer financing services and joining a purchasing group. Many of our development projects are IT-centric and we wish to grow our leadership position in IT-systems and capabilities."

The Offering will be coordinated by Nordea Bank Finland Plc ("Nordea" or the "Lead Manager"). Shares in the Public Offering will be available for subscription at the subscription places in Nordea, further details available in the Offering Document. Hannes Snellman Attorneys Ltd acts as the Company's legal adviser.

Detailed information about Verkkokauppa.com Oyj's initial public Offering

The Institutional Offering starts on 25 March 2014 at 10 a.m. (Finnish time) and ends at the latest on 7 April 2014 at 12 p.m (Finnish time). The Public Offering starts on 25 March 2014 at 10 a.m. (Finnish time) and ends at the latest on 3 April 2014 at 4 p.m. (Finnish time). The subscription period for E-subscriptions over the internet ends no later than 1 April 2014 at 4 p.m. (Finnish time). The Company and the Sellers have, in the event of an oversubscription, the right to discontinue the Institutional Offering and the Public Offering at the earliest on 31 March 2014 at 5.00 p.m. (Finnish time). The Institutional Offering and the Public Offering can be discontinued independently of each other. A company release regarding the matter will be published in the event of a discontinuation of the Institutional Offering or the Public Offering.

Verkkokauppa.com has today filed an application with NASDAQ OMX for listing of the Company's shares on the NASDAQ OMX First North Finland -marketplace under the share trading code VERK. The trading on the NASDAQ OMX First North Finland -marketplace is expected to commence on or about 8 April 2014.

Nordea acts as the Lead Manager and bookrunner of the Institutional Offering and Public Offering. The Preliminary Subscription Price of the shares is between EUR 20.00 and EUR 24.00 per share. Verkkokauppa.com and the Sellers will decide upon the final number of Offer Shares and the subscription and selling price after the subscription period of the Institutional Offering has lapsed, on or about 7 April 2014.

The objective of the Share Issue is to improve Verkkokauppa.com's strategic flexibility and possibility to grow according to its strategy and to enable investing in business opportunities related to its current business operations. In addition, the objective of the Share Issue is to strengthen the Company's capital structure. The Offering also serves to increase the number of the Company's shareholders, increase the general interest towards the Company and recognition of the Company, provide the Company with access to the capital markets, and increase the liquidity of the Shares. Through the Offering, the Company's shares can also be used more effectively in potential acquisitions and in rewarding the Company's personnel and key persons.

The Offering comprises preliminarily no more than 2 425 656 Offer Shares, of which the Sellers offer for purchase in total no more than 1 605 656 Sale Shares and the Company offers for subscription no more than 820 000 Issue Shares. The Institutional Offering preliminarily comprises 2 175 656 Offer Shares. In the Public Offering preliminarily 250 000 Offer Shares will be offered to the Company's personnel, private individuals and organizations in Finland. The Company and the Sellers may, based on demand, transfer Offer Shares in deviation of the preliminary share amounts between the Institutional and Public Offerings without limitation. The amount of Offer Shares in the Public Offering will however not be less than 200 000 shares, or if subscriptions are less than this amount, the number of shares subscribed for. In the Public Offering, the personnel of Verkkokauppa.com has an allocation preference of up to 500 shares per employee.

Rite Internet Ventures Holding AB grants the Lead Manager an over-allotment option exercisable within 30 days from the commencement of trading of the Shares on the NASDAQ OMX First North, i.e. on or about the time period from 8 April 2014 to 8 May 2014, to purchase for or to procure purchasers for up to 363 848 additional Shares in the Company solely to cover over-allotments (the "Over-Allotment Option"). To the extent that the Over-Allotment Option is used, the Lead Manager undertakes to procure purchasers for such shares.

The Lead Manager will enter into a share lending agreement with Rite Internet Ventures Holding AB (or its fully owned subsidiary) related to the Over-Allotment Option and stabilization of the Offering. In connection with the Offering, the Lead Manager may, within 30 days of the commencement of the trading of the Shares on the NASDAQ OMX First North Finland -marketplace, engage in measures which stabilize, maintain or otherwise affect the price of the Shares. Any stabilization measures will be conducted in accordance with the European Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buyback programs and stabilization of financial instruments.

The Finnish language Offering Document is available at the subscription places of the Offering and at the head office of the Company in Tyynenmerenkatu 11, 00220 Helsinki, Finland. The Finnish language version of the Offering Document is also available at the Company's website at www.verkkokauppa.com/listautumisanti as well as Nordea's website www.nordea.fi/osakkeet on or about 24 March 2014.

Additional information about the Company is appended to this announcement.

Appendix A includes the terms of the Offering, Appendix B a short description of Verkkokauppa.com, and Appendix C a description of the Company's financial position and operating results. The appended information should be read together with the Offering Document in order to attain a comprehensive view of the Company.

Verkkokauppa.com Oyj Board of Directors

For further information: Mr. Samuli Seppälä, CEO, Verkkokauppa.com, samuli.seppala@verkkokauppa.com Mr. Jussi Tallgren, CFO, Verkkokauppa.com, jussi.tallgren@verkkokauppa.com Contacts via telephone 010 309 5555 (switchboard)

Nordea Bank Finland Plc, Markets Investment Banking, Mr. Jaakko Eteläaho 09 165 59779

Disclaimer

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. This document is not a prospectus and does not constitute or form any offer, invitation or investment advice to subscribe for, underwrite or purchase securities, nor shall it or any part of it form the basis of any contract or may be relied upon in any connection with any contract relating to any securities in any jurisdiction. Possible investors should not subscribe for or purchase any securities or make any investment decisions referred to herein except on the basis of information contained in a prospectus issued by Verkkokauppa.com.

This document may not be distributed to persons living in or currently residing in Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa or the United States. The information contained in this document do not, under any circumstances, constitute an offer to sell or the solicitation of an offer to buy shares, rights or other securities in any area, where offering, procurement of or selling such securities would be unlawful prior to registration or exemption from registration or any other approval required by the securities regulation in such area. This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations issued by virtue of it. Verkkokauppa.com has not registered, and does not intend to register, any offering of securities in the United States. No actions whatsoever have been taken to register the shares or the offering or any public offering of shares anywhere else than in Finland.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons who are members or creditors of the company to which this communication relates, falling within article 43(2) of the Order (all such persons in (i), (ii) (iii) and (iv) above together being referred to as "relevant persons"). Any investment activity to which this document relates will be only available to and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Appendix A: Terms of the Offering

General Description

Offering

In the Share Issue and Share Sale (together, the " Offering "), preliminarily a maximum of 2,425,656 shares (the " Offer Shares ") in Verkkokauppa.com Oyj (the " Company ") will be offered to institutional investors in Finland and internationally (the " Institutional Offering ") and to the Company's personnel, private individuals and organisations in Finland (the " Public Offering "). The Offer Shares represent 32.3 per cent of the Company's shares and votes after the Offering, taking into account that i) all Offer Shares preliminarily offered in the Offering are fully subscribed for and sold, and that ii) Rite Internet Ventures Holding AB uses its right in full to subscribe for new shares in the Company prior to the execution of the Offering.

The terms and conditions of the Offering are comprised of the general terms and conditions of the Offering presented herein as well as the special terms and conditions of the Institutional Offering and Public Offering.

Share Issue

The Annual General Meeting of the Company resolved on 13 March 2014 to authorise the Board of Directors to decide on an increase in the number of the Company's shares by a total of 1,500,000 new shares. Based on the authorisation granted by the General Meeting, the Board of Directors resolved on 20 March 2014 to issue 820,000 new shares (the " Issue Shares ") by way of an offer to institutional investors in Finland and internationally and to the Company's personnel, private individuals and entities in Finland (the " Share Issue "). The Shares are offered in deviation from the shareholders' pre-emptive subscription right in order to enable the listing of the Company's shares on a multilateral trading facility. The objective of the Share Issue of Verkkokauppa.com is to improve the Company's strategic flexibility and possibility to grow according to its strategy and to enable investing in business opportunities related to its current business operations. In addition, the objective of the Share Issue is to strengthen the Company's capital structure. The Offering also serves to increase the number of the Company's shareholders, increase the general interest towards the Company and awareness regarding the Company, provide the Company with access to capital markets, and increase the liquidity of the Shares. Through the Offering, the Company's shares can also be used more effectively in potential corporate acquisitions and in rewarding the Company's personnel and key persons. On these grounds, the Board of Directors considers there to be a weighty financial reason for deviating from the shareholders' pre-emptive subscription right. The payment made to the Company for the approved Share subscriptions will be booked in its entirety in the invested unrestricted equity fund. Thus, the Company's share capital will not increase in connection with the Share Issue. As a result of the Share Issue, the number of the Company's Shares can increase to a maximum of 7,510,855 shares. The Issue Shares issued in the Share Issue represent a maximum of 10.9 per cent of the Company's shares and votes taking into account that the Share Issue is fully subscribed for and that Rite Internet Ventures Holding AB uses is right to subscribe for the Company's new shares in full before the execution of the Offering.

Share Sale

The Company's shareholders Mr. Samuli Seppälä and Rite Internet Ventures Holding AB (directly or through a fully owned subsidiary) (the " Sellers ") will offer for purchase preliminarily a maximum of 1,605,656 Shares (the " Sale Shares ") to institutional investors in Finland and internationally and to the Company's personnel, private individuals and entities in Finland (the " Share Sale "). Shares offered in the Share Sale represent approximately 21.38 per cent of the Company's shares and votes after the Share Issue assuming that the Shares offered in the Share Issue are fully subscribed for and that Rite Internet Ventures Holding AB uses its right to subscribe for the Company's new shares in full before the execution of the Offering. If the Offering would not be subscribed for in full and the Offering would nevertheless be implemented, the number of Sale Shares would be adjusted to correspond to the subscriptions. When reducing the number of Sale Shares, the number of Shares sold by Rite Internet Ventures Holding AB would be reduced primarily. More information about the Sellers is found in the Offering Document section " Appendix 1 - Shareholders Acting as Sellers ".

Over-Allotment Option

Rite Internet Ventures Holding AB grants the Lead Manager an over-allotment option exercisable within 30 days from the commencement of trading of the Shares on First North, i.e. on or about the time period from 8 April 2014 to 8 May 2014, to purchase or to procure purchasers for up to 363,848 additional Shares in the Company solely to cover over-allotments (the "Over-Allotment Option"). To the extent the Over-Allotment Option is used, the Lead Manager undertakes to procure purchasers for such shares.

Stabilization Measures

In connection with the Offering, the Lead Manager may, within 30 days from the commencement of the trading of the Shares on First North, engage in measures which stabilize, maintain or otherwise affect the price of the Shares. In particular, the Lead Manager may sell a larger number of Shares than it has in its possession, which creates a short position. The short position is covered if the short selling does not exceed the number of shares which the Lead Manager can acquire through the Over-Allotment Option. The Lead Manager may close covered short selling with the Over-Allotment Option or by purchasing Shares in the market. In determining the acquisition method of the Shares to cover short selling, the Lead Manager considers, among other things, the market price of the Shares compared to the Over-Allotment Option price. The Lead Manager may also sell Shares exceeding the number covered by the Over- Allotment Option, which creates a naked short position. The Lead Manager must cover a naked short position by purchasing Shares in the market. A naked short position is most likely to occur if the Lead Manager believes there may be downward pressure in the market price of the Shares after the pricing of the Shares that may negatively affect the investors who have purchased Shares in the Offering. In connection with the Offering, the Lead Manager may also bid for and purchase shares in the market to stabilize the share price. These measures may raise or maintain the market price of the Shares in comparison with the price levels determined independently on the market or may prevent or delay any decrease in the market price of the Shares. The Lead Manager has no obligation to carry out these measures, and the Lead Manager may stop any of these measures at any time.

Any stabilization measures will be conducted in accordance with the European Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilization of financial instruments.

The Lead Manager will enter into a share lending agreement with Rite Internet Ventures Holding AB (or its fully owned subsidiary) related to the Over-Allotment Option and stabilization. According to the share lending agreement, the Lead Manager may borrow a number of Shares equal to the Over-Allotment Option to cover any possible over-allotments in connection with the Offering. To the extent that the Lead Manager borrows Shares in accordance with these provisions, it must return an equal number of Shares to Rite Internet Ventures Holding AB.

Lead Manager

Nordea Bank Finland Plc acts as the lead manager of the Offering ("Nordea" or the "Lead Manager")

Underwriting Commitment

The Company, the Sellers and the Lead Manager will, on or about 7 April 2014 conclude a placing agreement (the " Placing Agreement "). The Placing Agreement contains an underwriting commitment by Nordea for the entire Offering (including both the Share Issue and the Share Sale).

Conditionality of the Offering

The Board of Directors of the Company and the Sellers shall decide on the completion of the Offering, the number of Offer Shares, and the final subscription price for the Shares, after the book building period directed at institutional investors has ended, on or about 7 April 2014. The Offering is conditional and requires the Placing Agreement to be signed between the Company, the Sellers and the Lead Manager.

Subscription Period

The subscription period for the Institutional Offering will commence on 25 March 2014 at 10.00 a.m. (Finnish time) and end at the latest on 7 April 2014 at 12 noon (Finnish time). The subscription period for the Public Offering will commence on 25 March 2014 at 10.00 a.m. (Finnish time) and end on 1 April 2014 at 4.00 p.m. at the latest (Finnish time) for E-subscriptions made over the Internet. The subscription period for the Public Offering for subscriptions made in Nordea Netbank and Nordea customer service with bank codes or in Nordea branches will end at the latest on 3 April 2014 at 4.00 p.m. (Finnish time).

The Company and the Sellers have, in the event of an oversubscription, the right to discontinue the Institutional Offering and the Public Offering at the earliest on 31 March 2014 at 5.00 p.m. (Finnish time). The Institutional Offering and the Public Offering can be discontinued independently of each other. A company release regarding the matter will be published in the event of a discontinuation of the Institutional Offering or the Public Offering.

The Board of Directors of the Company has the right to extend the subscription period of the Offering. A possible extension of the subscription period will be communicated by a company release, which will indicate the new end date of the subscription period. The subscription period will end in any case at the latest on 23 April 2014 at 5.00 p.m. (Finnish time). The Board of Directors of the Company may or may not extend the subscription period of the Institutional Offering or the Public Offering independently of each other. The company release concerning the extension of the subscription period must be released at the latest on the above mentioned estimated end dates of the Institutional Offering and the Public Offering.

Subscription Price

The preliminary subscription price for the Shares is a minimum of EUR 20.00 and a maximum of EUR 24.00 per Share (the "Preliminary Subscription Price "). The Preliminary Subscription Price can be changed during the subscription period, which will be then communicated by a company release and on the Internet on the website www.verkkokauppa.com/listautumisanti . The final subscription price may be above or below the Preliminary Subscription Price. See section "Cancellation of Subscription Commitment - Procedure for Changing the Preliminary Subscription Price " below. The final subscription price for the Shares shall be decided based on subscription orders submitted by institutional investors in negotiations between the Company, the Sellers and the Lead Manager after the subscription period has ended on or about 7 April 2014 (the " Pricing "). The final subscription price will be announced by a company release immediately following the Pricing and it shall be available at the latest on the next banking day following the Pricing, on or about 8 April 2014 at the subscription places of the Offering and on the Internet on the website www.verkkokauppa.com/listautumisanti .

Cancellation of the Subscription Commitment

The subscription is binding and cannot be changed or cancelled, otherwise than in the situations provided for in the Securities Markets Act.

Procedure for Changing the Preliminary Subscription Price

If the Preliminary Subscription Price is changed during the subscription period, such changes shall be published in a company release and on the Internet on the website www.verkkokauppa.com . If the Preliminary Subscription Price is changed or if the final subscription price of the Shares differs from the Preliminary Subscription Price, investors who have made a subscription commitment (the " Commitment ") in either the Institutional Offering or the Public Offering before the Preliminary Subscription Price was changed or before a final subscription price that differs from the Preliminary Subscription Price was announced, may, for at least the next two (2) banking days after the publication of a new price range or a final subscription price that differs from the Preliminary Subscription Price, cancel the Commitment made earlier.

If the Commitment is not cancelled, the number of Shares of an investor who has paid for his or her Commitment is recalculated on the basis of the final subscription price. The investor is, however, entitled to maintain the number of shares unchanged by paying the difference between the maximum price of the Preliminary Subscription Price and the maximum price of the new price range or the final subscription price, multiplied by the number of shares of his or her Commitment during two (2) banking days following the announcement of the amended price range or the final subscription price in deviation from the Preliminary Subscription Price as instructed by the subscription place.

Cancellation in Accordance with the Securities Markets Act

If the Offering Document is supplemented or amended due to a material error or omission or due to material new information in accordance with the Securities Markets Act after the Financial Supervisory Authority has approved the Offering Document and before the closing of the offer, investors who have committed to subscribe for Shares before the Offering Document was supplemented or corrected have, in accordance with the Securities Markets Act, the right to cancel their commitments within at least two (2) banking days after the supplement or correction has been published. The use of the cancellation right requires that the error, omission or material new information that led to the supplement or correction has come out prior to delivery of the Offer Shares to the investors. Any possible cancellation of the Commitment must concern fully the aggregate number of shares of all commitments of the investor in question. If the Offering Document is supplemented, such an event shall be announced with a company release. Such company release shall also contain information on the investors' right to cancel their Commitments. The offer shall be deemed to close when the execution of the Offering and the final subscription price and the allocation for the Offering has been decided upon, preliminarily on 7 April 2014.

Procedure to Cancel the Commitment

The cancellation of a Commitment must be notified in writing to the subscription place where the initial Commitment was made and within the time limit set for such cancellation. However, a Commitment made by telephone to Nordea customer service may be cancelled by telephone. Cancelling or changing a Commitment in the Public Offering cannot be made online via Nordea Netbank or E-subscription, but must be made in other Nordea subscription places. The possible cancellation of a Commitment concerns the entire Commitment. After the period entitling to the cancellation right has lapsed, the cancellation right no longer exists. If the Commitment is cancelled, the subscription place returns the sum paid for the Shares to the bank account notified in the Commitment. The money is returned as soon as possible after the cancellation, approximately within three (3) banking days of serving the subscription place with the cancellation notice. If an investor's bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. No interest will be paid on such repaid funds.

Registration of Shares to Book-Entry Accounts

An investor making a Commitment must have a book-entry account with a Finnish custodian or account operator, or with another such custodian operating in Finland, and submit the number of his or her book-entry account in the Commitment. Shares issued in the Public Offering are recorded in the book-entry accounts of investors who have made an approved Commitment on or about the first banking day after the Pricing takes place, on or about 8 April 2014. In the Institutional Offering, the Shares will be ready to be delivered against payment on or about 11 April 2014 through Euroclear.

Title and Shareholder Rights

The title to the Shares is transferred when the Shares are paid for and recorded in the investor's book-entry account. The right to dividend and to other distribution of funds as well as other rights in the Company belong to the investor after the title has been transferred to him or her.

Transfer Tax and Other Expenses

No transfer tax is payable for subscribing for Issue Shares. Account operators charge a brokerage fee in accordance with their price lists for the maintenance of the book-entry account and for depositing shares.

The Sale Shares shall be sold on a multilateral trading facility in the same instance when trading with the new shares commences on the First North marketplace, and no transfer tax shall be payable for these trades. The Sellers shall pay the transfer tax that may possibly be levied when shares are transferred in connection with the Share Sale.

Trading in the Shares

The Company will submit a listing application with NASDAQ OMX Helsinki Ltd (the " Helsinki Stock Exchange ") to list the Shares on the multilateral First North Finland market place (" First North ") maintained by the Helsinki Stock Exchange. The share trading is expected to commence on First North on or about 8 April 2014. The share trading code of the Shares is VERK and ISIN code FI4000049812.

When the trading on First North commences on or about 8 April 2014, all Shares issued or sold in the Offering have not necessarily been fully transferred to the investors' book-entry accounts. When a broker receives an order to sell Shares on First North, the broker shall with due care ensure that the amount of Shares in question has been allocated to the customer.

Right to Cancel the Offering

The Board of Directors of the Company is entitled to cancel the Offering at any time prior to the execution of the Offering due to a material change in the market conditions, the Company's financial position or the Company's business. If the Board of Directors decides to cancel the Offering, the paid subscription prices will be refunded to subscribers approximately three (3) banking days after such decision by the Board of Directors. If the investor's bank account is in another financial institution than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no more than two (2) banking days later. No interest will be paid on such repaid funds.

Other Issues

Other issues and practical matters relating to the Share Issue will be resolved by the Board of Directors of the Company.

Other issues and practical matters relating to the Share Sales will be resolved by the Sellers.

Documents on Display

The Company's latest financial statements, report of the Board of Directors and the auditor's report as well as the other documents pursuant to Chapter 5, Section 21 of the Companies Act, are available during the subscription period at the Company's headquarters in Tyynenmerenkatu 11, 00220 Helsinki, Finland.

Governing Law

The Offering shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by a court of competent jurisdiction in Finland.

Special Terms and Conditions concerning the Institutional Offering

Preliminarily a maximum of 2,175,656 Shares are offered in the Institutional Offering to institutional investors in Finland and internationally on the terms and conditions set forth herein. The number of Shares offered may be more or less than the respective amount presented herein. The Company and the Sellers may, based on demand, transfer offered Shares without any restrictions between the Institutional Offering and the Public Offering in deviation from the preliminary number of Shares. However, the minimum number of Shares to be offered in the Public Offering shall be 200,000 Shares or, if the aggregate number of Shares covered by the Commitments would be smaller than this, such aggregate number of Shares as covered by the Commitments.

The Shares are being offered in the Institutional Offering for investors outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended. The Shares have not been registered, and they will not be registered under the U.S. Securities Act of 1933, and they cannot be offered or sold in the U.S. or to persons from the United States. For more information on the restrictions on the offering of Shares, see section "Important Information on the Offering Document".

The Lead Manager may reject a subscription order, either partially or wholly, if the subscription order has not been made in accordance with the terms and conditions herein.

Right to Participate

An investor, whose subscription order includes at least 5,001 Shares, may participate in the Institutional Offering.

Subscription Places

Subscription orders by institutional investors may be submitted to the Lead Manager of the Offering.

Payment of the Shares

Institutional investors must pay for the Shares corresponding to their accepted subscription offers in accordance with the instructions issued by the Lead Manager, on or about 11 April 2014. The Lead Manager has the right, in accordance with the duty of care set for securities intermediaries, where necessary, upon receipt of a subscription order or before approval thereof, to request the subscriber to give an account of its ability to pay for the Shares corresponding to the order or to require an amount corresponding to the order be paid in advance. The amount payable will then be the maximum amount of the Preliminary Subscription Price, amounting to EUR 24.00, which is multiplied by the number of Shares corresponding to the subscription order. If the Preliminary Subscription Price is increased, the maximum price per Share of the new price range will be applied to the orders submitted thereafter. Possible refunds will be made on or about on the fourth (4th) banking day following the Pricing, on or about 11 April 2014. No interest will be paid on such repaid funds.

Approval of the Subscription Orders

The Company and Sellers decide on the approvals of the submitted subscription orders after the Pricing. A confirmation of the accepted subscription orders in the Institutional Offering will be provided as soon as practically possible after the allocation of the Shares. The Company and the Sellers will decide on the procedures in the event of a potential oversubscription. The subscription orders can be accepted partially or wholly or they may be rejected.

Special Terms and Conditions concerning the Public Offering

Preliminarily 250,000 Shares are offered in the Public Offering to the Company's personnel, private individuals and organisations in Finland on the terms and conditions set forth herein. The Company and the Sellers may, based on demand, transfer offered Shares without any restrictions between the Institutional Offering and the Public Offering in deviation from the preliminary number of Shares. However, the minimum number of Shares to be offered in the Public Offering shall be 200,000 Shares or, if the aggregate number of Shares covered by the Commitments would be smaller than this, such aggregate number of Shares as covered by the Commitments.

The subscription place has the right to reject a Commitment, either partially or wholly, if the Commitment does not comply with the terms and conditions herein or if it is otherwise incomplete.

Right to Participate, the Minimum and Maximum Amounts for Commitments

Investors, whose domicile is in Finland and who submit their Commitments in Finland, may participate in the Public Offering. For more information on the restrictions on the offering of the Shares, see Section "Important Information on the Offering Document". In the Public Offering the Commitment must concern at minimum 100 Shares and at maximum 5,000 Shares. Multiple Commitments provided by the same investor in one or several subscription places will be combined into one Commitment and the above maximum will be applied thereto.

Allocation Preference

Persons belonging to personnel of Verkkokauppa.com at the beginning of the subscription period of the Offering on 25 March 2014 may be given preference in the allocation of the Offer Shares in the Public Offering. The Company and the Sellers intend to accept the subscription commitments of the members of the personnel in full for up to 500 Shares. The proportional amount of the Shares allocated this way is at maximum approximately 88 per cent of the Shares preliminarily offered in the Public Offering, assuming that all employees fully subscribe for the Shares in accordance with their allocation preference.

Subscription Places and Submitting of Commitment

The places of subscription in the Public Offering for Nordea customers are:

• Nordea Bank Finland Plc's branches in Finland (except branches with cash services only) during their respective opening hours,
• Nordea Private Banking units in Finland (only for Nordea Private Banking customers),
• Nordea customer service with bank codes, Monday to Friday 8.00 a.m. to 8.00 p.m. (Finnish time), tel. +358 200 3000 (service in Finnish), tel. +358 200 5000 (service in Swedish, local network charge/ mobile call charge) or Monday to Friday 10.00 a.m. to 4.30 p.m. (Finnish time), tel. +358 200 70 000 (service in English, local network charge/ mobile call charge), and
• Nordea Netbank with bank codes at www.nordea.fi .

The places of subscription in the Public Offering if not a Nordea customer:

• Internet E-subscription without Nordea bank codes at www.nordea.fi , and
• Nordea Bank Finland Plc's branches in Finland (except branches with cash services only) during their respective opening hours. Information regarding branches that offer subscription services is available through Nordea customer service under tel. +358 200 3000 (service in Finnish, local network charge/ mobile call charge), tel. +358 200 5000 (service in Swedish, local network charge/ mobile call charge) or Monday to Friday 10.00 a.m. to 4.30 p.m. (Finnish time), tel. +358 200 70 000 (service in English, local network charge/ mobile call charge).

The submission of a Commitment through Nordea customer service and Nordea Netbank requires a valid Netbank agreement with Nordea. Corporations may not submit Commitments by phone through Nordea Customer Service, Nordea Netbank or E-subscription. The calls with Nordea Customer Service will be recorded.

An individual investor can make subscriptions through the E-subscription in the Public Offering up to EUR 15,000. If the subscription exceeds EUR 15,000, the Commitment can be submitted at a Nordea branch.

The Commitment is deemed to be given when the investor has submitted a duly signed commitment form to a subscription place in accordance with the instructions of the subscription place or confirmed the Commitment with his or her bank codes and paid for the subscription in accordance with the said Commitment. Possible further instructions given by the subscription place must be taken into account when submitting the Commitment. A Commitment submitted in the Public Offering is binding and may not be changed, and its cancellation is possible only in the circumstances mentioned and in the specific way described in section "Cancellation of the Subscription Commitment" above.

A Commitment for an E-subscription is deemed to be made when the investor has made the Commitment in accordance with terms and conditions of the E-subscription.

Payment of Shares

When submitting a Commitment, the amount to be paid for the Shares amounts to the maximum price of the Preliminary Subscription Price, EUR 24.00 per Share, multiplied by the amount of Shares in the Commitment. If the Preliminary Subscription Price has been changed, thereafter the maximum price per Share of the new price range shall be paid when submitting a Commitment. If the Commitment has been submitted in a branch of Nordea, the payment will be charged from the investor's bank account in Nordea or it may be paid in cash. The bank charge corresponding to the Commitment that has been submitted through Nordea Netbank shall be made when the investor confirms the Commitment with his or her bank codes. If the Commitment has been submitted through the E-subscription, the investor shall make the payment in accordance with the terms and conditions of E-subscription without delay after submitting the Commitment.

Acceptance of Commitments and Allocation of the Shares

The Company and Sellers decide on the allocation of the Shares to investors after the Pricing. The Company and the Sellers decide on the procedures in the event of a potential oversubscription. The Commitments may be accepted in whole or in part or they may be rejected. The Company and the Sellers aim to accept Commitments in whole for up to 100 Shares and, for Commitments exceeding this amount, allocate Shares in proportion to the amount of Commitments unmet. The final allocation principles will be announced by a company release immediately after the Pricing, and they will be available at the latest on the following banking day after Pricing, on or about 8 April 2014 in the subscription places and on the Internet on the website www.verkkokauppa.com/listautumisanti . A confirmation letter regarding the acceptance of the Commitments and allocation of the Shares shall be sent on or about 18 April 2014 to all investors that have participated in the Public Offering.

Refunding of Paid Amount

If the Commitment is rejected or only partially accepted and/or if the final subscription price is lower than the amount paid at the time of making the Commitment, the amount paid or part thereof will be refunded to the investor to the bank account identified in the Commitment on or about the fourth (4 th) banking day after the Pricing, on or about 11 April 2014. If the investor's bank account is in another financial institution than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, on or about two (2) banking days later. If Commitments made by the same investor have been combined, the possible refund is made only to one bank account. No interest will be paid on such repaid funds. See also " Cancellation of Subscription Commitment - Procedure for Changing the Preliminary Subscription Price ".

Appendix B: Verkkokauppa.com in brief

General description

Verkkokauppa.com Oyj is an online and retail merchant operating primarily in the consumer market in Finland. The Company markets, sells and distributes a range of approximately 48,000 products through its online store, physical stores and distribution network. The Company operates mainly in the field of consumer electronics and offers services related to the products it sells. The Company sells products both under external manufacturers' brands as well as private label products.

Business model

The Company operates a business model integrating online and physical stores, where the Company's online operations are supplemented by three physical stores located in significant growth centres in Finland. The Company's customers can acquaint themselves with a product and buy a product from the Company's store or inventory range, regardless of the distribution channel, from the Company's online store or physical store at the same price. Depending on customer preference, products are delivered through delivery points of partners, home delivery or the physical stores.

The Company's vision is to offer its customers the best customer experience based on self- service and a combination of online store and physical stores in Finland, and that comprises of an affordable price, (ii) an extensive product range, (iii) good availability, and (iv) operational transparency and customer-focus.

• Affordable price : The Company aims to offer its products to its customers at an affordable price according to its slogan "Probably always cheaper." The Company aims to avoid selling products where it cannot fulfil its customer promise. The Company sells its products to customers at the same price regardless of the sales channel or distribution method. The Company takes into consideration the sales margins of the products and seasonality in demand and aims to optimise inventory turnover with pricing.

• Extensive product range : On the date of the Offering Document, the Company offers a range of 48,000 product titles, and the product range is growing. The Company's current product range is mainly focused on consumer electronics. In recent years, the Company has expanded its product range within the category of consumer electronics (e.g. Major and Small Domestic Appliances) and added to its product range products from new product categories. The Company aims to offer an extensive product range within each product category and the most attractive products and brands on the market. The Company has more than 3,000 product titles sold under private labels.

• Good availability : Customers can acquaint themselves with products and buy them at the Company's online store and physical stores located in growth centres in Finland, as well as at the 24/7 sales and pick-up kiosk opened in connection with the Helsinki store. Customers can order delivery of their products to the Company's physical stores or to one of more than 2,500 delivery points in Finland or directly to their homes. The integrated central warehouse in connection with the Helsinki store improves product availability.

• Operational transparency and customer focus : The Company aims to act transparently towards its customers. The Company provides its customers with product availability information and delivery times. The Company publishes product return percentages, communicates to its customers any product errors and products that have needed repairs, and publishes customer reviews of products. At the end of the year 2013 more than 70,000 customer reviews of the Company's products have been published on the Company's website.

Key strengths

According to the Company management, the key strengths of the Company include the following:

• The Company mainly operates in the strongly growing online sales market, which forms a solid base for future growth.

• The Company's strong online brand and position as a strong online merchant enable market share gains as consumers focus their purchases on the strongest online merchants.

• According to the Company management, the integrated business model combining online and physical stores benefits consumers and forms a more attractive platform for suppliers to market products compared to business models based purely on online or physical stores.

• The Company's low cost structure enables staying competitive in the highly competitive and concentrated market.

• It has become increasingly difficult for new operators to enter the market due to tightened price competition, stabilised supplier relationships and significant ramp-up costs of operations.

• The Company's current business model enables achieving economies of scale as operations expand.

Main recent trends affecting Verkkokauppa.com's industry

The following recent trends has affected the Company's business and the industry

• The sales value of consumer electronics have grown in the recent years in Finland, and especially in 2011-2012. In 2011, the sales value of consumer electronics grew by 13 percent and in 2012 the growth was 6 percent. The sales value of consumer electronics also grew by 3 percent in 2013, despite a weak macroeconomic development. In consumer electronics, the sales value of mobile phones and consumer information technology have grown.

• The retail consumer demand has increasingly shifted to online channels. The amount of purchases online has grown strong, especially in the Company's main market in consumer electronics. In consumer electronics the consumers also often research products online prior to a purchase in a physical store. In recent years, the drivers of growth in online sales have been the increasing trust of consumers in online shopping and the increased utilisation of online sales by traditional retailers. Online trade still has considerable growth potential in Finland even if a shift to online channels has already taken place to some extent

• The consumer electronics market in Finland is highly competitive. As a result of the competition, several operators have announced of discontinued operations, significant scale-downs of operations or changes in business model. The number of consumer electronics physical stores is expected to continue to decrease in the future.

• In recent years, the market of consumer electronics has become increasingly concentrated, as the three largest operators have increased their market share. In online retail, it is important to rank high in consumer mind among operators on the market, since consumers tend to purchase from fewer operators compared to traditional physical stores. A strong brand and reliability are therefore more significant factors in online trade.

• Consumers' price consciousness has increased in the recent years as Internet has become a more common channel for information search and Internet increases the transparency of trade regarding e.g. product pricing. As an example of the development one can mention the services that enable price comparisons are becoming more common.

• The development of wage earners' purchasing power has decelerated in the Company's main market in Finland due to the modest development of real wages, deteriorating employment situation, and tax hikes. The weaker than long-term average level of consumer's confidence and several fiscal decisions have impaired consumer demand in the Company's main markets and the growth of sales in consumer electronics. On the other hand, the same factors also increase consumers' price consciousness, which improves the relative competitive position of retailers with competitive cost structures.

• Retailers with integrated business models combining both online and physical stores have a competitive edge over retailers operating online stores only. Physical stores are increasingly being turned into product showrooms and many suppliers also want physical display space and sales staff specialized in product sales for their products in addition to online coverage. In addition, an integrated business model enables, in certain situations, a more extensive product range and more favourable purchase terms compared to retailers operating online stores only.

• Supplier relationships in certain consumer electronics product sectors in Finland have already been established. In many cases, many suppliers offer their products in Finland to a limited amount of operators only, which improves the relative competitive position of the largest operators in the sector.

Objectives of the Company

The objective of Verkkokauppa.com is to further strengthen its current market position and utilise its position in business development and expansion into new product categories. The Company strives to grow faster than its operating market and targets an annual net turnover growth of over 10 per cent in the medium-term.

In addition to net turnover growth, the Company aims to utilize economies of scale to improve its profitability with growing business volumes. The Company's objective is to improve its EBITDA margin in the medium-term compared to the level in 2013. In addition, the Company seeks to employ its capital as efficiently as possible taking into account the nature of the Company's business and business strategy.

The Company strives to secure a sufficient equity ratio to finance growth of its business and targets to maintain an equity ratio of over 25 per cent taking into consideration the nature and seasonality of the Company's business.

After having applied for trading on First North, the Company will investigate different strategic opportunities to develop its business in the future, including a possibility to start to apply IFRS financial reporting standards and listing on the stock exchange list of Helsinki Stock Exchange. However, the Company has not made any resolutions in this respect.

Future Outlook

The medium-term outlook for the Company's operating markets is considered positive. However, uncertainty regarding the macroeconomic development reduces the predictability of the operating markets and may lead to weaker growth in the Company's operating markets in the short term. The Company management believes that the Company can further increase its market share in the markets where it operates. The future outlook involves uncertainty especially with regard to macroeconomic factors.

Dividend Policy

The Board of Directors of the Company has defined the dividend policy of the Company in its meeting on 16 January 2014. According to the Board of Directors, the main focus of the operations of the Company is on the development of the Company's business operations. The Company annually evaluates the preconditions for the distribution of profits so that the potential distribution of profits does not endanger the growth targets set out in the Company's strategy or the other financial targets of the Company.

If dividend is distributed, all of the Shares of the Company entitle to the same dividend. The Shares offered in the Offering will rank pari passu with the Company's other Shares and will entitle to all future dividends as of the registration of Shares in the Trade Register. There is no assurance regarding any financial period as to the amount of dividends to be distributed or as to whether the Company will distribute dividends at all. The dividends paid by Verkkokauppa.com for any financial period will not be indicative of the dividends to be paid after the said financial period. In addition, covenants in the Company's financial agreements may restrict the distribution of profits.

Appendix C: Description of the Company's financial position and operating review

Summary Financial Information

The following summary financial information should be evaluated together with section "Operating and Financial Review" of the Offering Document and the Company's financial statements. The following tables present a summary of the Company's profit and loss account, balance sheet and cash flow statement for the financial periods ended on 31 December 2011, 31 December 2012 and 31 December 2013. The information presented below regarding the financial period ended on 31 December 2013 is directly based on the audited financial statements of the Company. The information for the financial periods ended on 31 December 2011 and 31 December 2012 are derived from the audited financial statements for the relevant financial periods. The audited financial statements for the financial periods ended on 31 December 2012 and 31 December 2011 have been amended to enable comparisons with the financial statements for the period ended on 31 December 2013. The financial statements have been prepared according to the Finnish Accounting Standards (" FAS "). Further information on the amendments can be found in section " Operating and Financial Review - Key Principles in Preparing Financial Statements ".

Profit and loss account data

1) Due to the amended accounting principles in the financial statements 2013, the information in the profit and loss accounts for the years 2011 and 2012 has been amended to enable comparison in accordance with footnote 5). Due to the amended accounting principles in the financial statements 2012, the information in the profit and loss accounts for the year 2011 has been amended to enable comparison in accordance with footnote 3). During the financial period 2013 the amendments to the accounting principles in the financial statements 2012 were specified in accordance with footnote 2). The amendments made affect the format in which the profit and loss accounts for the years 2011 and 2012 are presented. The amendments made do not retroactively affect the profit and loss account for the years 2011 and 2012. 2) EUR 692 thousand of reimbursements classified as marketing support has been transferred from net turnover to adjustments in purchases for the financial period 2012 and a similar adjustment of EUR 170 thousand has been made for the financial period 2011. The amendment is due to specifications in the booking principles of marketing support into net turnover made during the financial period 2013. 3) Due to the amended accounting principles in the financial statements 2012 the comparative figures for the year 2011 were amended a) by transferring EUR 3,985 thousand to the net turnover from other operating expenses, b) by transferring EUR 344 thousand, which had earlier been recorded as compensation for external services, to the net turnover and c) by transferring EUR 3,624 thousand from other operating expenses of the year 2011 to purchases during the period. The Company sells services to suppliers related to visibility in retail stores, on the Internet and in different marketing media and some suppliers pay marketing support, based on mutually agreed marketing services of the Company. The Company enters this revenue as part of net turnover, and the related purchases are entered in the profit and loss accounts as purchases. The above mentioned amendment to the accounting principles has been made in the financial statements 2012 and in its comparative information. 4) In the financial statements 2012 the presentation of monetary transaction service costs was specified by transferring fees of EUR 110 thousand related to monetary transactions to other operating expenses in the profit and loss account from interest and other financial expenses of the year 2011. 5) In the financial period 2013 an amendment was made by which EUR 329 thousand from the other operating income in 2012 and EUR 332 thousand from the other operating income in 2011 was transferred to net turnover following the establishment of certain service and product areas as part of the Company's regular business.

Balance sheet data

1) The capital loans and the unpaid interest will be repaid in full before the Offering on or about 7 April 2014 when the unpaid interest related to the capital loans would amount to EUR 45,752. See the Offering Document section "Operating and Financial Review - Interest-Bearing Liabilities and Other Liabilities". 2) The Company repaid on 3 January 2014 the Company's capital loan of EUR 15,300 to Rite Internet Ventures Holding AB.

The Company's cash flow calculation FAS, 1 January -31 December

Thousand EUR