Corporate Governance

Verkkokauppa.com’s insider guidelines

Verkkokauppa.com Oyj (the “Company” or “Verkkokauppa.com”) complies with Nasdaq Helsinki Ltd’s guidelines for insiders, in force at any given time. In addition, Verkkokauppa.com’s Board of Directors has confirmed specific insider guidelines for the Company, which complement Nasdaq Helsinki Ltd’s guidelines for insiders.

Insiders at Verkkokauppa.com

The Market Abuse Regulation ((EU) N:o 596/2014, “MAR”) entered into force on 3 July 2016. As a result of the MAR regulation, the Company is no longer obliged to maintain a public insider register. The information on the shareholdings of public insider register- pages is not updated after 3 July 2016 and the information on the register will be removed on 2 July 2017.

Going forward, Verkkokauppa.com will not maintain a permanent company specific insider register. Instead, the Company will only maintain project-specific insider lists and a list of persons discharging managerial responsibilities (managers) and their closely associated persons. Project-specific insiders shall not trade in the financial instruments linked to the Company until the project in question has ended.

Manager’s transactions

As the public insider register was discontinued, the Company’s obligation to disclose the transactions of the Company’s managers and persons closely associated with them changed as of 3 July 2016. At Verkkokauppa.com, the members of the Board of Directors, the president and CEO, the CFO and other members of the management team, have been defined to be subject to the requirements to notify their transactions. Verkkokauppa.com shall disclose transactions by managers and their closely associated persons involving the Company’s financial instruments by issuing a company release promptly and no later than three business days after the date of transaction. Published transaction notifications of managers and persons closely associated with them can be viewed here.

Closed window for managers

The managers are prohibited to carry out transactions (on their own account or for the account of a third party), directly or indirectly, in the financial instruments of the Company during a closed period of 30 calendar days before the announcement of financial reports and the year-end report. The Company applies the closed period after the end of each calendar quarter until the day after the announcement of the financial report or year-end report, as the case may be (“Closed Window”). The Closed Window shall, however, always include at least 30 calendar days immediately preceding the announcement of the financial report or the year-end report, as the case may be, and the day of publication of such report.

The Closed Window applies also to persons involved in the preparation and drafting of interim reports and financial statement releases and to persons who have authorised access to unpublished financial result information of the Company.

Control

The legal counsel of the Company is responsible for the insider management of Verkkokauppa.com. The duties of the person responsible for the insider management are, among others:

• overall organisation of the insider administration and compliance as well as the supervision of insider issues;

• maintenance of the insider lists and lists of managers and persons closely associated with them;

• notification of manager’s transactions to the FIN-FSA and other relevant parties;

• following changes in the applicable regulation; and

• organisation of training and guidance.

• Verkkokauppa.com’s insider policy is published on the Company’s intranet.