Shareholders' Nomination Board
The Shareholders’ Nomination Board (the “Nomination Board”) is a body comprised of the Company’s largest shareholders, the duty of which is to prepare proposals on the election and remuneration of the members of the Board for the Annual General Meeting and, where necessary, for the Extraordinary General Meeting. The Nomination Board functions, and its charter remains in force, until the General Meeting decides otherwise.
The Nomination Board consists of three members which are the Company’s three largest shareholders or their representatives. The right to nominate members is determined based on the shareholding on the last working day of May, preceding the Annual General Meeting. The Chair of the Board is an expert member of the Nomination Board and has no voting right.
The duties of the Shareholders’ Nomination Board of the shareholders include:
- to prepare and present to the General Meeting a proposal on the remuneration of the members of the Board of Directors and the Board committees, in accordance with the remuneration policy;
- to prepare and present to the General Meeting a proposal on the number of the members of the Board of Directors;
- to prepare and present to the General Meeting, in consideration of the Company’s diversity policy, a proposal on the members of the Board of Directors; and
- to seek for prospective successors for the members of the Board of Directors.
The Shareholders’ Nomination Board convenes when summoned by the Chair of the Shareholders’ Nomination Board.
Should a shareholder choose not to use the right to appoint a member, the right is as a rule transferred to the next largest shareholder in the shareholder register, who would not otherwise have the right to appoint a member.
Composition of Shareholders' Nomination Board
At its organizational meeting on 12 August 2025, the following members of the Nomination Board were appointed:
- Samuli Seppälä, Founder of Verkkokauppa.com, representing himself.
- Erkka Kohonen, Senior Portfolio Manager, nominated by Varma Mutual Pension Insurance Company.
- Janne Kujala, Head of Nordic Equities, nominated by Evli Fund Management Company Ltd.
The Chair of the Shareholders’ Nomination Board is Erkka Kohonen.
Arja Talma, Chair of the Board of Verkkokauppa.com Oyj, acts as an expert member of the Nomination Board.
