Proposals from Admicom’s Nomination Committee for the AGM 2025

Unofficial translation of the company release on January 31, 2025 at 4:00 p.m. EET. In case the document differs from the original, the Finnish version prevails.

The nomination committee

• As decided by Admicom Oyj’s (“Admicom” or “Company”) AGM in 2024, a nomination committee has been formed among Admicom’s largest owners to prepare proposals for the AGM 2025. The members of the nomination committee are:
• Ville Kivipelto, elected by Danske Invest,
• Caroline Sjösten, elected by Swedbank Robur Fonder,
• Antti Katajisto, elected by SEB Investment Management and
• Petteri Vaarnanen, elected by Sp-Rahastoyhtiö.

Petri Niemi, Chair of the  Board of Admicom, has been co-opted to the nomination committee.

The nomination committee has held four meetings to prepare its proposals to the 2025 AGM. Beside discussing the Company’s strategy and challenges over the next few years with the Chair of the Board, the nomination committee has made individual interviews with all Board members and have concluded that the board work is efficient with ambitious and well-motivated board members.

After the committee meetings and interviews with the Board members the Nomination Committee decided not to propose any changes to the current composition of the board. After the changes executed during the last couple of years the Committee is in the opinion that the current Board is in line with the company’s strategy what comes to the different competencies as well as the number of the members.

Proposals

The nomination committee proposes unanimously to the 2025 AGM that

• The board of Admicom shall consist of seven members up to the AGM 2026
• Re-election of board members:
  • Mr. Pasi Aaltola
  • Mr. Tomi Lod
  • Ms. Henna Mäkinen,
  • Mr. Petri Niemi,
  • Mr. Olli Nokso-Koivisto
  • Ms. Camilla Skoog, and
  • Mr. Marko Somerma
• Mr. Petri Niemi is re-elected as chairman of the board.
• The remuneration of the board shall be €29,000 (last year €28,000) for each board member and €62,000 (€60,000) for the chairman of the board. For work at the Audit Committee, the Chair of the Audit Committee shall receive an additional €7,000 (€5,000) and other members of the Audit Committee shall receive an additional €3,000 each (€2,500). Audit Committee remuneration, especially the Chair, was considered slightly low by the Nomination Committee and therefore we propose a greater relative increase.
• The instruction for forming a Nomination Committee, as adopted by the AGM 2024, shall remain unchanged.

 

Motivated statement

The fiduciary responsibility of the nomination committee is to act in the interest of all shareholders of the Company, finding an optimal board which balances current and future needs. Admicom is a fast growing Finnish digital champion, founded by the entrepreneur Matti Häll.

The Board that was elected at the AGM 2024 has pursued a decisive work to implement a strategy for Admicom’s continued profitable growth. A legal structure has been adopted to comply with a modern governance structure and a partly new management team has been installed.

The Nomination Committee concludes that it is important that the proposed Board can continue to realize its strategy and is confident that Admicom’s further growth is well supported.

Continued attention has been paid to secure that the board has a composition which is characterised by a breadth of qualifications and experiences as well a fair gender balance. The proposed Board consists of five men and two women, i.e. 29% women and 71% men. The Nomination Committee is committed to continue its efforts to further improve the gender balance.

Helsinki, January 31, 2025

THE NOMINATION COMMITTEE OF ADMICOM OYJ

Additional information: 

Simo Leisti

CEO

simo.leisti@admicom.com

+358 40 059 0511

Satu Helamo

CFO

satu.helamo@admicom.com

+358 45 633 7710

Certified Advisor:

Oaklins Finland Ltd

+358 9 6129 670