Admicom Oyj: Notice convening the Annual General Meeting 2025

Unofficial translation of the company release on February 25, 2025 at 8:00 a.m. EET. In case the document differs from the original, the Finnish version prevails.

The shareholders of Admicom Oyj are invited to the Annual General Meeting to be held on 19 March 2025 at 14:00 EET. The General Meeting is held without a meeting place via real-time remote access as a virtual meeting in accordance with article 8 of the company’s Articles of Association and Chapter 5, Section 16 (3) of the Finnish Limited Liability Companies Act. Instructions for participation are set out in Section C. of this notice to the General Meeting.

Shareholders may also exercise their voting rights by voting in advance. Instructions on advance voting can be found in this notice under section C.

A. Matters on the agenda of the Annual General Meeting

The General Meeting will discuss the following matters:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the report of the Board of Directors and the

Auditor’s report for the year 2024

Presentation of the CEO’s review

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.65 per registered share be paid on the profit for the financial year 2024, a total of EUR 3,255,103.80. The dividend will be paid to shareholders who on the dividend record date, 21 March 2025, are registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd. The Board proposes that the dividend be paid on 28 March 2025.

There have been no significant changes in the company’s financial position after the end of the financial year. The liquidity of the company is at a good level, and the Board of Directors deems that the proposed profit distribution will not put the company’s solvency at risk.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 1 January 2024 – 31 December 2024

10. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes to the Annual General Meeting that the remuneration of the Board of Directors be EUR 29,000 (2024 EUR 28,000) for each member of the Board of Directors and EUR 62,000 (2024 EUR 60,000) for the Chairman of the Board for the term from this Annual General Meeting to the next Annual General Meeting. In addition, the Shareholders’ Nomination Committee proposes that for the work at the Audit Committee the Chairman of the Audit Committee receive an additional EUR 7,000 (2024 EUR 5,000) and each other member of the Audit Committee EUR 3,000 (2024 EUR 2,500) for the term.

The Audit Committee remuneration, especially for the Chair, was considered slightly low by the Nomination Committee and therefore the Nomination Committee proposed a greater relative increase.

If a member of the Board resigns during the term of office, the remuneration will be paid in proportion to the term of office.

11. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes to the Annual General Meeting that seven members be elected to the Board of Directors.

12. Election of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes to the Annual General Meeting that Pasi Aaltola, Tomi Lod, Henna Mäkinen, Petri Niemi, Olli Nokso-Koivisto, Camilla Skoog and Marko Somerma be re-elected as members of the Board. The Shareholders’ Nomination Committee proposes to the Annual General Meeting that Petri Niemi be re-elected Chairman of the Board of Directors.

All candidates have given their consent to the appointments.

The nominees for members of the Board of Directors are presented on the company’s website at https://investors.admicom.fi/governance/board-of-directors/.

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the Annual General Meeting that the remuneration of the Auditor be paid

in accordance with the Auditor’s reasonable invoice.

14. Election of the Auditor

The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be re-elected as the Auditor of the company. KPMG Oy Ab has informed the company that the responsible auditor would be Petri Sammalisto, APA.

The company must prepare its first statutory sustainability report for the financial year 2025. If KPMG Oy Ab is elected as the company's Auditor, it will also act as the sustainability reporting assurer of the company in the financial year 2025 in accordance with the transitional provision of the Act amending the Companies Act (1252/2023), and a fee will be paid for this position on the basis of a reasonable invoice.

15. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares as referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act in one or more tranches either against payment or free of charge.

The total maximum number of shares to be issued based on the authorisation, including the shares issued on the basis of special rights, is 500,785 shares. The Board of Directors can decide to either issue new shares or dispose of any treasury shares held by the company. The proposed maximum amount of the authorisation corresponds to approximately 10% of all the shares in the company as at the date of this notice.

The authorisation entitles the Board of Directors to resolve on all terms related to the share issue as well as the issuance of options and other special rights entitling to shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive subscription right (directed issue) provided that there is a weighty financial reason to do so.

The authorisation may be used for potential acquisitions or other arrangements, for share-based incentive schemes of the management and key personnel or otherwise for purposes resolved by the Board of Directors. Of the authorisation, a maximum of 250,392 shares may be used as part of the above-mentioned share-based incentive schemes, which corresponds to approximately 5% of all shares in the company as at the date of this notice.

The authorisation is proposed to be valid until the end of the next Annual General Meeting, however, for a maximum of 18 months from the General Meeting’s resolution on authorisation.

16. Authorising the Board of Directors to resolve on the repurchase of the company’s own

shares

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide

on the repurchase of the company’s shares using the company’s unrestricted equity.

The total maximum number of shares to be repurchased under the authorisation is 500,785 shares, which corresponds to approximately 10% of all the shares in the company as at the date of this notice.

The shares will be repurchased in public trading arranged by Nasdaq Helsinki Ltd at their market value on Nasdaq First North Growth Market Finland at the time of the repurchase. Based on the authorisation, the Board of Directors may decide on the repurchase of the company’s own shares also in deviation from the proportional holdings of the shareholders.

The authorisation is proposed to be valid until the end of the next Annual General Meeting, however, for a maximum of 18 months from the General Meeting’s resolution on authorisation.

17. Closing of the meeting

B. Documents of the Annual General Meeting

The above proposals for decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Admicom Oyj’s website at https://investors.admicom.fi/annual-general-meeting/. The annual report of Admicom Oyj, including the financial statements, the report of the Board of Directors and the Auditor’s report, is available on the above-mentioned website. A copy of the annual report will be sent to shareholders upon request.

The minutes of the Annual General Meeting will be available on the above-mentioned website on 2 April 2025 at the latest.

C. Instructions for the participants of the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on 7 March 2025 (the record date) has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the company. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights.

Registration for the General Meeting commences on 25 February 2025 at 10:00 a.m. EET. A shareholder that is registered in the company's shareholders' register and wishes to attend the General Meeting must register no later than 12 March 2025 at 16:00 EET, by which time the registration must be received. You can register for the General Meeting:

a) via the company's website at https://investors.admicom.fi/annual-general-meeting/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.

b) by e-mail. Shareholders registering by e-mail shall submit the registration form and advance voting form available on the company's website https://investors.admicom.fi/annual-general-meeting/ or equivalent information to agm@innovatics.fi.

c) by mail. Shareholders registering by mail shall submit the registration form and advance voting form available on the company's website https://investors.admicom.fi/annual-general-meeting/ or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Admicom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki.

When registering, the shareholder and their representative are required to provide the requested information, such as the shareholder's name, date of birth or business ID, contact details, address, the name of any assistant or proxy representative and the proxy's date of birth, email address and phone number. The personal data provided by shareholders to Admicom Oyj will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 13.00 p.m. to 16.00 p.m.

2. Proxy representative and powers of attorney

A shareholder may attend the General Meeting and exercise their rights there through a proxy representative. A shareholder's proxy may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder who they represent. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting. You can prove your right to representation by using the suomi.fi e-Authorizations service available in the electronic registration service.

Model proxy documents are available on the company's website https://investors.admicom.fi/annual-general-meeting/. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

Any proxy documents re requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Admicom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.

3. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they would be entitled to be registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of the General Meeting, 7 March 2025. In addition, the right to participate requires that the holder of nominee-registered shares be temporarily entered into the shareholders’ register maintained by Euroclear Finland Ltd based on these shares by 14 March 2025 at 10:00 a.m. EET at the latest. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights.

The holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxies and voting instructions, registration and attendance at the General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to attend the General Meeting temporarily in the register of shareholders of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the company's website at https://investors.admicom.fi/annual-general-meeting/.

A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the company’s shareholders’ register, the real-time participation in the meeting requires the submission of the shareholder’s e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation to by regular mail to Innovatics Oy, General Meeting / Admicom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting. If a holder of nominee-registered shares has authorised their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the General Meeting, unless the holder of nominee-registered shares votes otherwise at the General Meeting.

4. Participation instructions

Shareholders entitled to attend the General Meeting will participate in the meeting and exercise their rights during the meeting fully and in real time via remote access.

Remote access to the General Meeting will be provided through Inderes Plc's general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you want to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.

The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. Thus, shareholders who have voted in advance can also participate in the General Meeting remotely via telecommunication if they wish. The votes cast by advance voters will be taken into account in the decision of the General Meeting, regardless of whether they participate in the General Meeting remotely or not. If they participate remotely, they will be able to change their advance votes during the meeting if they so wish, should a vote take place.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://b2b.inderes.com/knowledge-base/inderes-agm-solutions. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that you read the detailed participation instructions before the meeting.

5. Advance voting

A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance between 10:00 a.m. EET on 25 February 2025 and 16:00 EET on 12 March 2025 on certain items on the agenda of the General Meeting

a) via the company's website at https://investors.admicom.fi/annual-general-meeting/. Login to the service is done in the same way as for registration in section C.1 of this notice.

b) by e-mail by submitting the advance voting form available on the company's website https://investors.admicom.fi/annual-general-meeting/ or equivalent information to Innovatics Oy by e-mail at agm@innovatics.fi.

c) by mail by submitting the advance voting form available on the company's website https://investors.admicom.fi/annual-general-meeting/ or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Admicom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration.

A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless he/she attends the General Meeting personally or by proxy via remote access.

With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom he/she represents in accordance with the voting instructions given by them during the registration period set for the nominee-registered shares.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.

6. Other instructions/information

The language of the General Meeting is Finnish.

Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.

On the date of this notice, 24 February 2025, the total number of shares in Admicom Oyj is 5,007,852 shares, which represent the same number of votes. The company holds directly and through subsidiaries a total of 2,520 of its own shares which are not entitled to vote at the General Meeting.

Jyväskylä 24 February 2025

Admicom Oyj
BOARD OF DIRECTORS

 

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