Corporate Governance

General meeting

Annual General Meeting

The highest decision-making power in Verkkokauppa.com is exercised by the company’s shareholders at the Annual General Meeting, where they can speak, ask questions and vote. The Annual General Meeting is held by the end of June each year and deals with the matters specified in the Articles of Association, and the matters proposed to it.

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In general, the Annual General Meeting addresses matters on the agenda of the Board and its committees, as well as the Shareholders’ Nomination Board. In addition, shareholders may request that the Board add items to the agenda of the next Annual General Meeting, in accordance with the Companies Act. Verkkokauppa.com will publish, in due time, the date by which shareholders must notify their request for proceedings to be held at the Annual General Meeting.

Key matters subject to the decision-making power of an Annual General Meeting include:

The adoption of the financial statements;
The decision on the use of profit, such as dividends;
The decisions on the number, election, and remuneration of members of the Board;
The discharging the members of the Board and the CEO from liability;
The election of the Auditor and the decision on the Auditor’s remuneration; and
Other proposals made by the Board or a shareholder, such as:
Amendments to the Articles of Association; and
Special authorizations given to the Board (e.g. the authorization to decide on the payment of an additional dividend, on a share issue or on the repurchase of the company’s own shares)

As a rule, decisions by the Annual General Meeting are made with a simple majority of votes. The Annual General Meeting is attended by the CEO, the Chairperson of the Board and the members of the Board. The Auditor also attends the Annual General Meeting. The candidates proposed for election to the Board attend the Annual General Meeting, which decides on their election.

As a general rule, the General Meeting is convened by the Board of Directors. Notice of the Annual General Meeting is published as a stock exchange release no earlier than three months and no later than three weeks before the meeting.

An Extraordinary General Meeting shall be convened to deal with specific matters when considered necessary by the Board of Directors, or when requested in writing by the auditor of the company or by shareholders representing together at least one tenth of all the issued and outstanding shares of the company.

In accordance with the Limited Liability Companies Act shareholders are entitled to have matters to be dealt with by the Shareholders’ Meeting if he/she demands this in writing from the Board of Directors. Verkkokauppa publishes the date by which shareholders shall notify of their request to have matters dealt with by the Annual General Meeting on its website well in advance. Such a request is always considered to have arrived in time if the Board of Directors has been notified of it at least four (4) weeks before the invitation to the Annual General Meeting is sent out.

In order to have the right to attend a General Meeting, a shareholder shall give an advance notice of participation to F-Secure no later than on the date and time mentioned in the notice of the General Meeting, which may not be earlier than ten (10) days before the General Meeting.

Participation

Shareholders entered in the shareholders’ register maintained by Euroclear Finland Oy on the recorded date of the Annual General Meeting are entitled to participate in the Annual General Meeting and exercise voting rights.