Admicom Oyj: Notice convening the annual general meeting 2023

ADMICOM OYJ: NOTICE CONVENING THE ANNUAL GENERAL MEETING 2023

Unofficial translation of the company release on February 28, 2023 at 10:00 AM EET. In case the document differs from the original, the Finnish version prevails.

 

Notice is given to the shareholders of Admicom Oyj of the Annual General Meeting to be held on 21 March 2023 at 1:00 p.m. EET at Hotelli Verso, conference room 3 (2^nd floor), Kauppakatu 35, 40100 Jyväskylä, Finland. The reception of persons who have registered for the meeting and the distribution of ballots at the meeting venue will commence at 12:30 p.m. EET.

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

Shareholders who have registered for the General Meeting and their proxy representatives may also follow the meeting via an online broadcast. A link to the online broadcast will be sent to the email address and/or mobile phone number provided at the time of registration. It is not possible to present questions, make counterproposals, otherwise speak or vote via the online broadcast, nor does following the meeting via the online broadcast constitute participation in the General Meeting or the exercise of shareholder rights.

A. Matters on the agenda of the Annual General Meeting

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 2022

• 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 1.30 per registered share be paid on the profit for the financial year 2022, a total of EUR 6,482,404.50. The dividend will be paid to shareholders who on the dividend record date, 23 March 2023, are registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The Board proposes that the dividend be paid on 30 March 2023.

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 2022 – 31 December 2022

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 26,000 for each member of the Board of Directors and EUR 58,000 for the Chairman of the Board for the term from the Annual General Meeting to the next Annual General Meeting. In addition, it is proposed that the Chairman of the Audit Committee receive 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.

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

Pursuant to the Articles of Association, the Company’s Board of Directors consists of a minimum of five and a maximum of eight members. In the previous term, the number of the members of the Board was five.

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

In the previous term, Pasi Aaltola, Olli Nokso-Koivisto, Petri Niemi, Henna Mäkinen and Marko Somerma served as members of the Board of Directors.

The Shareholders’ Nomination Committee proposes to the Annual General Meeting that Pasi Aaltola, Petri Niemi, Henna Mäkinen, Marko Somerma and Olli Nokso-Koivisto be re-elected as members of the Board. It is proposed that Camilla Skoog and Tomi Lod be elected as new members. The Shareholders’ Nomination Committee proposes to the Annual General Meeting that Petri Niemi be elected Chairman of the Board of Directors. All candidates have given their consent to the appointments.

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 proposed that Anna-Riikka Maunula, APA, continue as the responsible auditor.

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 Board may use the authorisation for share issues and share-based incentive arrangements associated with incentivising and promoting the commitment of the personnel and management.

The total maximum number of shares to be issued based on the authorisation, including the shares issued on the basis of special rights, is 249,449 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 5% of all the shares in the Company as at the date of this notice.

The authorisation entitles the Board of Directors to decide on all terms of the share issue and the issuance of special rights entitling to shares, 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 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 decide on the issuance of 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 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 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 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 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. 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 498,898 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.

18. Amending the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolve to amend the Articles of Association to allow for the General Meeting to be held completely without a meeting venue as a remote meeting. The Board proposes adding a new Article 8 to the Articles of Association, which reads as follows:

‘8 § The Board of Directors may resolve on organising a General Meeting of Shareholders without a meeting venue whereby the shareholders shall exercise their power of decision in full and in real time during the meeting by means of telecommunication and other technical means (a remote meeting).’

19. 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/. 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 4 April 2023 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 9 March 2023 (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 Annual General Meeting begins on 1 March 2023 at 10:00 a.m. EET. A shareholder whose shares are registered on their personal Finnish book-entry account must register for the meeting no later than on 16 March 2023 at 10:00 a.m. EET, by which time the registration must be received. Registration can be done in the following ways:

a) On the Company’s website at https://investors.admicom.fi/annual-general-meeting/.

Online registration requires strong electronic identification from the shareholder or their statutory representative or proxy representative using Finnish or Swedish online banking credentials or a mobile certificate.

b) By email to the address agm@innovatics.fi or by mail to the address Innovatics Ltd, Annual General Meeting/Admicom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

The requested information, such as the shareholder’s name, date of birth/personal identification number or business ID and contact information as well as the name and date of birth/personal identification number of the shareholder’s possible assistant and/or proxy representative, must be provided in connection with the registration. The personal data disclosed by the shareholders to Admicom Oyj or Innovatics Ltd will only be used in connection with the Annual General Meeting and the processing of related necessary registrations.

Upon request, shareholders, their representatives or proxy representatives must be able to prove their identity and/or right of representation at the meeting venue.

Additional information on registration is available by telephone during the registration period of the General Meeting at +358 10 2818 909 between 9:00 a.m. and 12:00 noon EET and 1:00 p.m. and 4:00 p.m. EET on business days.

 
2. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. The shareholder’s proxy representative can choose to vote in advance in the manner instructed in this notice.

The proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder will be identified in connection with voting.

A proxy template is available on the Company’s website at https://investors.admicom.fi/annual-general-meeting/ by 1 March 2023 when the registration period begins.

Proxy documents are to be delivered primarily as an attachment in connection with the online registration or, alternatively, by email to the address agm@innovatics.fi or by mail to the address Innovatics Ltd, Annual General Meeting/Admicom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the end of the registration period, by which time the proxy documents must be received. In addition to submitting a proxy document, the shareholder or their proxy representative must ensure that they register for the General Meeting in the manner described above in this notice.

As an alternative to a traditional proxy document, a shareholder may authorise a proxy representative by using the Suomi.fi e-authorisation service. The proxy representative is authorised via the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation for ‘Representation at the General Meeting’). In the General Meeting registration service, the proxy representative must identify themselves by using strong electronic identification, after which they can register on behalf of the shareholder they represent. Strong electronic identification requires Finnish online banking credentials or a mobile certificate. For more information on e-authorisation, please see www.suomi.fi/e-authorizations.

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, 9 March 2023. 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 16 March 2023 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.

A holder of nominee-registered shares is advised to request in good time the necessary instructions regarding registration in the temporary shareholders’ register, the issuing of proxy documents, registration for the General Meeting and advance voting from their custodian bank. The account management organisation of the custodian bank must temporarily register a holder of nominee-registered shares who wishes to participate in the General Meeting in the shareholders’ register of the Company at the latest by the time stated above. When necessary, the account management organisation of the custodian bank must also arrange advance voting on behalf of the holder of nominee-registered shares within the registration period applicable to holders of nominee-registered shares.

4. Advance voting

A shareholder whose shares are registered on their personal Finnish book-entry account may vote in advance on certain matters on the agenda of the General Meeting between 10:00 a.m. EET on 1 March 2023 and 10:00 a.m. EET on 16 March 2023 in the following ways:

a) Via the service available on the Company website at https://investors.admicom.fi/annual-general-meeting/. Shareholders can sign in to the advance voting service the same way as to the online registration service referred to above in section C. 1. a) of these instructions.

b) By mail or email by sending the advance voting form available on the Company’s website at https://investors.admicom.fi/annual-general-meeting/ or corresponding information to Innovatics Ltd, by email to the address agm@innovatics.fi or by mail to the address Innovatics Ltd, Annual General Meeting/Admicom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. Advance votes must be received before the advance voting period expires.

A proposed resolution that is subject to advance voting is considered to be presented unchanged in the General Meeting, and the advance votes are taken into account in a vote held at the real-time General Meeting also in circumstances where an alternative resolution has been proposed concerning the matter. Taking the votes into account requires that the shareholders who voted in advance are registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of the General Meeting.

Unless shareholders voting in advance participate in the General Meeting at the meeting venue in person or by way of proxy representation, they will not be able to use their rights under the Finnish Limited Liability Companies Act to request information or a vote.

Holders of nominee-registered shares can vote in advance through their account operators. Account operators can vote in advance on behalf of the holders of nominee-registered shares they represent in accordance with the shareholders’ voting instructions during the registration period applicable to holders of nominee-registered shares.

5. 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, 28 February 2023, the total number of shares in Admicom Oyj is 4,988,985 shares, which represent the same number of votes. The Company holds a total of 2,520 treasury shares.]

Jyväskylä, 28 February 2023

Admicom Oyj

BOARD OF DIRECTORS

 

Additional information:

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

Petri Aho
CFO
petri.aho@admicom.fi
+358 44 724 1767