Proposals from Admicom Oyj’s nomination committee for the AGM 2022
Unofficial translation of the company release on January 19, 2022 at 5:45 pm EEST. In case the document differs from the original, the Finnish version prevails.
The nomination committee
As decided by Admicom Oyj’s AGM in 2021, a nomination committee has been formed among Admicom’s largest owners. The members of the nominations committee are:
- Matti Häll, representing his private ownership
- Jan Andersson, elected by Swedbank Robur Fonder
- Sussi Kvart, elected by Handelsbanken Fonder and
- Erik Sprinchorn, elected by TIN Fonder
Antti Katajisto, SEB Fonder, has been co-opted to the nomination committee.
Proposals
The majority of the nomination committee (Jan Andersson, Sussi Kvart and Erik Sprinchorn) proposes to the 2022 AGM that
- The board of Admicom shall consist of five members up to the AGM 2023
- The following board members are elected:
- Mr. Pasi Aaltola (re-election)
- Ms. Henna Mäkinen (new election)
- Mr. Petri Niemi (new election)
- Mr. Olli Nokso-Koivisto (re-election)
- Mr. Marko Somerma (new election)
Henna Mäkinen has a MSc in economics from Turku School of Economics and is presently the CFO of Supermetrics. She has previously been the CFO of Wolt and Ilmatar Windpower. Henna has also worked for KPMG and Nokia.
Petri Niemi has a MSc in physics from Helsinki University of Technology and is the CEO and chairman of G2 Invest Oy. He is also the chairman of LeadDesk, Bilot, Next Games, Clausion, Lounea and Wega. He has previously been a partner at Capman and has worked for Ericsson, 3Com and Sun Microsystems.
Marko Somerma is a licentiate of technology from Helsinki University of Technology and is presently acting as a management consultant. He has previously been the CEO of Siili Solutions and has a long experience from various leading positions within the Rautaruukki group.
- Mr. Petri Niemi is to be elected as chairman of the board
- The remuneration of the board shall be €25,000 for each board member, who is not employed by Admicom, and €55,000 for the chairman of the board.
Should the board decide to form an audit committee, the chairman of the audit committee shall receive an additional €5,000 and other members of the audit committee shall receive an additional €2,500 each.
- The AGM decides to implement an instruction on how to form a nomination committee and what topics the committee shall resolve (see attachment).
Swedbank Robur Fonder, SEB Fonder, TIN Fonder and Handelsbanken Fonder, who support the proposals, together represent 27% of the shares in Admicom. Matti Häll has announced that he does not support the proposals above.
Motivated statement
The fiduciary responsibility of the nomination committee is to act in the interest of all shareholders of the Company, finding an optimal board which balances current and future needs. Admicom is a Finnish digital champion. The Company’s founder Matti Häll is one of the great entrepreneurs of his generation. The Company has shown fantastic growth and strong profitability and is in many ways a model for the entire Nordic SaaS industry.
To secure the best possible presumptions for Admicom’s continued growth, the nomination committee has worked hard to rejuvenate the board structure – to make it fit for purpose and to support continued growth and expansion of the Company, both domestically and internationally. With an independent chairman, improved gender diversity, an overall broadened board expertise and experience as well as a generally strengthened governance structure, the nomination committee is convinced that the proposed board would be well equipped to take advantage of future opportunities.
THE NOMINATION COMMITTEE OF ADMICOM OYJ
ATTACHMENT
Instruction for forming a Nomination Committee at Admicom Oyj
Admicom Oyj (the “Company”) shall have a nomination committee (“The Committee”) which consists of four members. The Company’s chairman shall, based on the Company’s ownership as of August 31 the year before the ordinary AGM, contact the four largest owners and ask them to appoint one member each of the Committee. In addition, the chairman of the board shall be co-opted to the Committee.
If a shareholder chose not to appoint a member of the Committee, the offer to appoint a member shall be directed to the next largest owner. The member elected by the largest shareholder shall be appointed chairman of the Committee, unless the Committee decides otherwise.
If a shareholder that has appointed a member of the Committee reduces its shareholding in the Company and no longer is among the four largest owners, the Committee may decide that this representative shall resign from the Committee and ask the new fourth largest owner in size to appoint a member of the Committee.
At the forthcoming AGM, the Committee shall present proposals for
- The number of directors to be elected to the board
- Individual members of the board,
- The chairman of the board
- The remuneration for ordinary board members, for the chairman of the board and for work on committees which the board decides to form
- Possible changes in the instruction for forming the Committee
The members of the Committee shall not receive remuneration from the Company for its work. Reasonable expenses for recruiting new members shall be carried by the Company after agreement with the chairman of the board.
The Committee’s mandate is valid until a new Committee has been formed.
This instruction for forming the Committee shall remain unchanged until an AGM or an EGM decides otherwise.
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/
