Decisions of Admicom Oyj's Annual General Meeting on March 19, 2025
Unofficial translation of the company release on March 19, 2025 at 6:00 p.m. EET. In case the document differs from the original, the Finnish version prevails.
Decisions of Admicom Oyj's Annual General Meeting and the decisions of the organizing meeting of the Board of Directors on March 19, 2025
Admicom Oyj's Annual General Meeting on March 19, 2025 approved the company's financial statements for the financial year 2024 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2024.
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, 2025 at the latest.
Distribution of profits
The Annual General Meeting resolved that a dividend of EUR 0.65 per registered share be paid of the profit for the financial period 2024. 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, 2025. The dividend will be paid on March 28, 2025.
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 29,000 for each member of the Board of Directors and EUR 62,000 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 7,000 and each other member of the Audit Committee EUR 3,000 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. Petri Sammalisto, APA, will be the company’s responsible auditor. The Annual General Meeting resolved that the auditor will be paid a fee according to the auditor's reasonable invoice.
KPMG Oy Ab 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.
Authorisations of the Board of Directors
The Annual General Meeting authorised 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 in one or several 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 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 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 the notice to the General Meeting. 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 500,785 shares, which corresponds to approximately 10% of all the shares in the Company as at the date of the notice to the 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.
The organization of the Board of Directors
Following the General Meeting, the Board convened for its organizational meeting and confirmed that Petri Niemi will continue as the Chairman of the Board, as decided by the General Meeting. Additionally, the Board decided during the meeting that Henna Mäkinen will continue as the Chair of the Audit Committee, with Marko Somerma and Petri Niemi serving as members.
Admicom Oyj
BOARD OF DIRECTORS
Additional information:
Simo Leisti
CEO
simo.leisti@admicom.com
+358 40 059 0511
Satu Helamo
CFO
satu.helamo@admicom.fi
+358 45 633 7710
Certified Advisor:
Oaklins Finland Ltd
+358 9 6129 670
Keywords
Admicom Oyj
Established in 2004, Admicom is a pioneer in system development and a comprehensive software and accounting services partner for small and medium-sized enterprises.
At the core of our service package is the Admicom Ultima ERP system (formerly Adminet), which covers a wide range of solutions for managing customer companies' operations from mobile tools on the construction site to real-time financial monitoring and project management. A highly automated SaaS solution helps SMEs improve their competitiveness and profitability and saves significant time on site and in the office. We also offer our clients training, consulting and accounting services.
Our software family also includes Ultima Lite (formerly Adminet Lite), a cost-effective software and service package for small businesses, Admicom Flex (formerly Hillava), a precision solution for mobile work management, Admicom Vision (formerly Kotopro), which offers modern solutions for higher quality documentation, and a project management unit whose range of services includes solutions for quantity and cost calculation (Estima and Estima Pro), scheduling (Tempo and Planner, formerly Tocoman Aikataulu) and BIM3 solutions for utilising building information models.
We are constantly working to coordinate the functions of our software family in order to provide our customers with a consistent user experience between systems and eliminate
extra work phases, enabling our customers to do more profitable business using modern software solutions.
The continuously growing Admicommunity employs more than 270 people in its offices in Jyväskylä, Helsinki, Tampere, Oulu, Seinäjoki and Turku. More information: www.admicom.com.
Admicom's press releases and financial reports: https://investors.admicom.fi/releases-and-reports
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