Decisions of Admicom Oyj's Annual General Meeting 25 February 2022
Unofficial translation of the company release on February 25, 2022 at 12:10 pm EET. In case the document differs from the original, the Finnish version prevails.
Admicom Oyj's Annual General Meeting on February 25, 2022 approved the company's financial statements for 2021 and discharged the members of the Board of Directors and the CEOs from liability for the financial year 2021.
The decisions can be read in full from the minutes of the Annual General Meeting (in Finnish) on Admicom Oyj’s website https://sijoittajille.admicom.fi/yhtiokokous/ on February 25, 2022.
Distribution of profits and additional distribution of profits
The Annual General Meeting resolved that a dividend of EUR 1.50 per registered share be paid of the profit for the financial period, a total of EUR 7,483,477.50, and an additional equity repayment of EUR 0.50 per registered share be distributed from the invested unrestricted equity fund, a total of EUR 2,494,492.50. The dividend and the equity repayment will be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the dividend record date March 1, 2022. The dividend and the equity repayment will be paid on March 8, 2022.
Resolution on the number of the members and remuneration of the Board of Directors
The Annual General Meeting resolved that the number of members of the Board of Directors of the company shall be five (5).
The Annual General Meeting resolved that the remuneration of the Board of Directors be EUR 25,000 for each member of the Board of Directors who is not employed by Admicom and EUR 55,000 for the Chairman of the Board for the term from the Annual General Meeting to the next Annual General Meeting. If the Board of Directors decides on the establishment of an Audit Committee, the Chairman of the Audit Committee will receive an additional EUR 5,000 and each other member of the Audit Committee EUR 2,500. If a member of the Board resigns during the term of office, the remuneration will be paid in proportion to the term of office.
Members of the Board of Directors
The Annual General Meeting elected the following persons as members of the Board of Directors: Pasi Aaltola, Olli Nokso-Koivisto, Petri Niemi, Henna Mäkinen and Marko Somerma. In addition, the Annual General Meeting resolved to elect Petri Niemi as Chairman of the Board.
Auditor's fee and election of an auditor
The Annual General Meeting resolved that the auditor to be elected will be paid a fee according to the auditor's reasonable invoice.
KPMG Oy Ab was re-elected as the company's audit firm for a term that will continue until the end of the next Annual General Meeting. Anna-Riikka Maunula, APA, will continue to audit the company as the principal auditor.
Authorising the Board of Directors to decide on the issuance of shares and special rights
The proposal to the Annual General Meeting on share issues and the issuance of option rights and other special rights entitling to shares was not supported by the 2/3 majority of the votes cast and the shares represented at the meeting required by Chapter 5, Section 27 of the Finnish Limited Liability Companies Act, so it was not approved.
Forming of a Nomination Committee
The Annual General Meeting resolved to establish a Nomination Board consisting of four members. In addition, in accordance with the proposal, guidelines were decided on the formation of the Committee and on what matters the Committee will decide on. The term of office of the Committee shall remain in force until a new Committee has been formed. This instructions for the formation of the Committee shall remain unchanged until the Annual General Meeting or the Extraordinary General Meeting decides otherwise.
Admicom Oyj
BOARD OF DIRECTORS
Additional information:
Petri Aho
Interim CEO, CFO
petri.aho@admicom.fi
+358 44 724 1767
Approved advisor:
Oaklins Merasco Oy
+358 09 612 9670
Admicom Oyj
Admicom, established in 2004, is a Finnish forerunner and provider of cloud-based ERP solutions especially for small and medium-sized construction, building services engineering and manufacturing companies. Admicom's cloud-based ERP system Adminet efficiently automates the customer company's routines from site and production functions to office processes. Admicom also provides training, consulting, and accounting services.
Our subsidiary Tocoman Oy's software is one of the leading software solutions especially in the construction industry. Tocoman's cost calculation and production management software has a long history and a solid position on the market. By combining the strengths of Tocoman's software with the strengths of Adminet, the end result is clearly the most extensive cloud-based solution for the construction industry.
Our subsidiary Aitio Finland Oy provides its customers and Admicom Oyj with software solution development services, as well as related integration and maintenance services, mobile applications and cloud solutions. The subsidiary Hillava Oy develops and markets a cloud-based ERP system especially for field work planning and management.
Admicom Oyj employs over 200 professionals in Jyväskylä, Helsinki, Tampere, Oulu, Seinäjoki and Turku. Further information: https://investors.admicom.fi/
