Decisions of Admicom Oyj's Annual General Meeting on March 19, 2024

Unofficial translation of the company release on March 19, 2023 at 4:20 p.m. EET. In case the document differs from the original, the Finnish version prevails.

Admicom Oyj's Annual General Meeting on March 19, 2024 approved the company's financial statements for the financial year 2023 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2023.

The decisions can be read in full from the minutes of the Annual General Meeting, available in Finnish on Admicom Oyj’s website https://investors.admicom.fi/annual-general-meeting/ on April 2, 2024 at the latest.

Distribution of profits

The Annual General Meeting resolved that a dividend of EUR 0.70 per registered share be paid of the profit for the financial period. The dividend will be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the dividend record date March 21, 2024. The dividend will be paid on March 28, 2024.

The Board of Directors

The Annual General Meeting resolved that the number of members of the Board of Directors of the company shall be seven (7). The Annual General Meeting re-elected the following persons as members of the Board of Directors: Pasi Aaltola, Tomi Lod, Henna Mäkinen, Petri Niemi, Olli Nokso-Koivisto, Camilla Skoog and Marko Somerma. Petri Niemi was elected as the Chairman of the Board.

The Annual General Meeting resolved that the remuneration of the Board of Directors is EUR 28,000 for each member of the Board of Directors and EUR 60,000 for the Chairman of the Board for the term from the Annual General Meeting to the next Annual General Meeting. In addition, the Chairman of the Audit Committee receives an additional EUR 5,000 and each other member of the Audit Committee EUR 2,500 for the term. If a member of the Board resigns during the term of office, the remuneration will be paid in proportion to the term of office.

Auditor

KPMG Oy Ab was re-elected as the company's audit firm. Anna-Riikka Maunula, APA, will continue to audit the company as the principal auditor. The Annual General Meeting resolved that the auditor will be paid a fee according to the auditor's reasonable invoice.

Authorisations of the Board of Directors

The proposal made to the Annual General Meeting to 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, associated with incentivising and promoting the commitment of the personnel and management, in one or more tranches either against payment or free of charge was not supported by two thirds of the votes cast and the shares represented at the meeting, as required by the Finnish Companies Act, so the authorisation was not approved.

The Annual General Meeting authorised the Board of Directors to decide on the issuance of shares in one or several tranches either against payment or free of charge. The Board may use the authorisation to finance and enable, for example, corporate and business transactions or other business arrangements and investments. The total maximum number of shares to be issued based on the authorisation is 498,898 shares. The Board of Directors can decide to either issue new shares or dispose of any treasury shares held by the Company. The maximum amount of the authorisation corresponds to approximately 10% of all the shares in the Company as at the date of the notice to the General Meeting. The authorisation entitles the Board of Directors to decide on all terms of the share issue, including the right to deviate from the shareholders’ pre-emptive subscription right provided that there is a weighty financial reason to do so. The authorisation is 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.

The Annual General Meeting authorised 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 498,898 shares, which corresponds to approximately 10% of all the shares in the Company as at the date of the notice to the Annual General Meeting. 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 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.

Amending the Articles of Association

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend the Articles of Association so that the Articles of Association will in the future allow the Annual General Meeting to be held entirely without a meeting venue as a so-called remote meeting.

In addition, the Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend the Articles of Association so that the Articles of Association will in the future allow the Annual General Meeting to be held in Helsinki in addition to the company’s domicile.

Board of Directors’s constitutive meeting

At its constitutive meeting held after the Annual General Meeting, the Board of Directors stated that Petri Niemi will continue as the Chairman of the Board of Directors by decision of the Annual General Meeting. In addition, the Board of Directors decided at the meeting that Henna Mäkinen will continue as Chairman of the Audit Committee and Marko Somerma and Petri Niemi as members.

Admicom Oyj
BOARD OF DIRECTORS

Additional information:

Petri Kairinen
CEO
petri.kairinen@admicom.com
+358 50 303 4275

Satu Helamo
CFO
satu.helamo@admicom.com
+358 45 633 7710

Approved advisor:

Oaklins Merasco Oy
+358 09 612 9670