Verkkokauppa.com Oyj company release March 15, 2017 at 16:30
The Annual General Meeting of Verkkokauppa.com Oyj held today:
- Confirmed that a dividend of EUR 0.04 per share be paid for the financial period January 1 - December 31, 2016. The record date for the dividend distribution is March 17, 2017 and the dividend payment date is March 24, 2017.
- Authorized the Board of Directors to decide in its discretion on a dividend not exceeding EUR 0.126 per share in three instalments during 2017. The payment dates are on May 10, 2017, August 28, 2017 and October 31, 2017. 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: Christoffer Häggblom, Mikael Hagman, Minna Kurunsaari, Kai Seikku, Samuli Seppälä and Henrik Weckström.
- Amended article 5 of the Articles of Association regarding auditors.
- 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 January 1 - December 31, 2016
The Annual General Meeting adopted the Annual Accounts of the company as per December 31, 2016.
Dividend per share EUR 0.04
The dividend was resolved to be EUR 0.04 per share in accordance with the proposal of the Board of Directors. The record date for the dividend distribution is March 17, 2017 and the dividend payment date is March 24, 2017.
Authorization to pay dividend per share EUR 0.126
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 0.126 per share (the instalments can differ from each other), in total not exceeding EUR 5,678,206.38. 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 May 10, 2017, August 28, 2017 and October 31, 2017. 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 January 1 - December 31, 2016.
Remuneration to the Board of Directors
The annual remuneration was resolved to be EUR 40,000 for the chairman and EUR 20,000 for each member. No annual remuneration shall be paid to a member of the Board of Directors belonging to the executive management of the Company. In addition, reasonable travelling expenses of the members of the Board of Directors are reimbursed against invoices.
Composition of the Board of Directors
The Board of Directors was resolved to have six (6) members. Christoffer Häggblom, Mikael Hagman, Minna Kurunsaari, Kai Seikku, Samuli Seppälä and Henrik Weckström were re-elected for the next term. The Board of Directors has paid attention to the structure of the Company's Board of Directors in relation to corporate governance guidelines and the Board of Directors will prioritise promotion of this matter. Christoffer Häggblom was re-elected as Chairman of the Board of Directors of Verkkokauppa.com Oyj at the Board of Directors' organization meeting that took place today following the Annual General Meeting.
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.
Amendment of the Articles of Association
It was resolved to amend the article 5 of the Articles of Association regarding auditors according to the proposal to read as follows:
Article 5 Auditors
The auditor of the company shall be an Authorized Public Accountants firm approved by the Patent and Registration Office.
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.
It is proposed that the authorization be valid until the following Annual General Meeting, however, no longer than 18 months from the resolution of the General Meeting.
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.
It is proposed that the authorization be valid until the following Annual General Meeting, however, no longer than 18 months from the resolution of the General Meeting.
Verkkokauppa.com Oyj
Samuli Seppälä CEO
For more information, please contact:
Samuli Seppälä, CEO samuli.seppala@verkkokauppa.com Tel. +358 10 309 5555
Jussi Tallgren, CFO jussi.tallgren@verkkokauppa.com Tel. +358 10 309 5555
Certified adviser
Nordea Bank Finland Plc Tel. +358 9 5300 6785
Distribution:
NASDAQ OMX Helsinki
Principal media
www.verkkokauppa.com
