ADMICOM OYJ: NOTICE TO THE ANNUAL GENERAL MEETING
Please note that this is an unofficial translation of the original notice to the Annual General Meeting.
Notice is given to the shareholders of Admicom Oyj to the Annual General Meeting to be held on February 25, 2022 from 8.30 am to 13.00 am EET at the Company’s head office (Väinönkatu 26, 40100 Jyväskylä, Finland). Shareholders of the Company and their proxy representatives may participate in the Meeting and use their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance. It is not possible to attend the Meeting in person due to the Covid-19 pandemic. Further instructions for shareholders can be found in this notice under section C “Instructions for the participants of the Annual General Meeting”.
The Board of Directors of the Company has resolved on the exceptional procedure for the Meeting based on the temporary legislative act (677/2020) approved by the Finnish Parliament on May 5, 2021. To limit the spread of the Covid-19 pandemic, the Company has decided to take actions enabled by the temporary legislation in order to hold the Meeting in a predictable manner, and to secure the health and safety of the Company’s shareholders, employees and other stakeholders.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
Similar to last year, the Chairman of the Meeting will be Jarmo Suonpää, Attorney-at-law and a member of Admicom Oyj’s Board of Directors. In case Jarmo Suonpää would not be able to act as the Chairman of the Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chairman.
3. Election of persons to confirm the minutes and to supervise the counting of votes
The person to confirm the minutes and to verify the counting of votes will be Hannu Korpela, Business Controller of the Company. In case Hannu Korpela would not be able to act as the person to confirm the minutes and to verify counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance within the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be deemed shareholders represented at the Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Oy.
6. Presentation of the financial statements, the report of the Board of Directors, and the Auditor’s report for the year 2021
As participation in the Annual General Meeting is possible only in advance, the annual report published on January 21, 2022 which includes the Company’s financial statements, the report by the Board of Directors, and the Auditor’s report, and which is available on the Company’s website, is deemed to have been presented to the Annual General Meeting.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors of the parent company proposes a dividend of EUR 1.50 per registered share be paid of the profit for the financial period, a total of EUR 7,483,477.5. 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 1, 2022. The Board proposes the dividend to be paid on March 8, 2022.
There have been no major changes in the financial state of the Company after the end of the financial year. The liquidity of the Company is at a good level, and according to the Board of Directors the proposed distribution of the profit does not endanger the liquidity of the Company.
9. Resolution on the extra distribution of profits
The Board of Directors of the parent company proposes an additional equity repayment of EUR 0.50 per registered share be distributed from the invested unrestricted equity fund, a total of EUR 2,494,492.5. 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 Board proposes the equity repayment to be paid on March 8, 2022.
There have been no major changes in the financial state of the Company after the end of the financial year. The liquidity of the Company is at a good level, and according to the Board of Directors the proposed distribution of the profit does not endanger the liquidity of the Company.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period January 1, 2021 – December 31, 2021
11. Resolution on the remuneration of the members of the Board of Directors
Members of the Board of Directors, who are not employed by the Company, have been paid EUR 1000 per meeting in the previous term, excluding the Chairman of the Board of Directors.
Majority of the members of the Shareholders’ Nomination Committee proposes to the Annual General Meeting 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.
12. Resolution on the number of the members of the Board of Directors
By the Articles of Association of the Company, the Board of Directors consists of minimum of five and maximum of eight members. In the previous term the number of the members of the Board was six.
Majority of the members of the Shareholders’ Nomination Committee proposes to the Annual General Meeting that five members be elected to the Board of Directors.
13. Election of the members of the Board of Directors
In the previous term the members of the Board of Directors have been Timo Häll, Pasi Aaltola, Sami Kettunen, Jarmo Suonpää, Olli Nokso-Koivisto and Kyösti Moisio.
Majority of the members of the Shareholders’ Nomination Committee proposes to the Annual General Meeting that Pasi Aaltola and Olli Nokso-Koivisto be re-elected as members of the Board of Directors, as well as Petri Niemi, Henna Mäkinen and Marko Somerma as new members. Majority of the members of the Shareholders’ Nomination Committee proposes to the Annual General Meeting that Petri Niemi be elected Chairman of the Board of Directors. The proposed members have given their consent to the position.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor’s fees would be paid against the Auditor’s reasonable invoices. In the financial year 2021 the Auditor’s auditing fees were EUR 25 400 (EUR 19 150 in the year 2020).
15. 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 suggested that Anna-Riikka Maunula, APA, should continue as the principal auditor.
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 authorizes the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares within the meaning of Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or more instalments, whether in return for payment or free of charge.
The number of shares to be issued for use in share issues or share-based incentive arrangements for employees, including shares received under special rights, may be: a maximum of 249,450 shares. The maximum number of shares to be issued for financing and effectively passing mergers and acquisitions shall not exceed 748,347 shares. The Board of Directors may decide to issue either new shares or dispose of any own shares held by the company. The proposed maximum amount of the authorization corresponds to a total of 20% of all the shares in the company.
The authorization entitles the Board of Directors to decide on all the conditions for the granting of rights, including to deviate from the shareholders’ pre-emptive right. The Board of Directors may use the authorization to finance and enable, for example, corporate and business transactions, or other business arrangements and investments, or to encourage or engage personnel. In addition, the authorization may be used to pay board remuneration.
The authorization is proposed to be valid until 31 March 2023 or until a possible new share issue authorization decided by the next Annual General Meeting.
17. Forming of a Nomination Committee
Majority of the members of the Shareholders’ Nomination Committee proposes to the Annual General Meeting that the Annual General Meeting decides to implement an instruction on how to form a nomination committee and what topics the committee shall resolve.
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 Annual General Meeting, 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 Annual General Meeting, the Committee shall present proposals for i) The number of directors to be elected to the board, ii) Individual members of the board, iii) The chairman of the board, iv) The remuneration for ordinary board members, for the chairman of the board and for work on committees which the board decides to form, v) 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 Annual General Meeting or an Extraordinary General Meeting decides otherwise.
18. Other possible proposals to the Annual General Meeting
19. Closing of the Meeting
B. Documents of the Annual General Meeting
This invitation, which includes the proposals of the Board of Directors, is available at Admicom’s website https://investors.admicom.fi/. Unofficial translations of Admicom’s financial statements, the report by the Board of Directors and the Auditor’s report are available on the above-mentioned website on January 21, 2022 at the latest (in Finnish only). Electronic copies of these documents will be sent to a shareholder upon request. The minutes of the Meeting will be available on the above-mentioned website at latest on March 1, 2022.
C. Instructions for the participants of the Annual General Meeting
Shareholders and their proxies can participate in the Meeting and use their shareholder rights only by voting in advance in accordance with the instructions below.
The voting list and results of votes of the General Meeting shall be made solely based on the advance voting.
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on February 15, 2022 (record date) in Admicom Oyj’s shareholders’ register held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is automatically shown in the shareholders’ register. A shareholder can participate in the Meeting only by voting in advance.
2. Advance voting
Registration for the Meeting and advance voting will begin on February 7, 2022 at 10.00 am EET, following the deadline for publishing counterproposals to be placed for a vote. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, must register for the Meeting and vote in advance no later than February 20, 2022 by 11.59 pm EET by which time the registrations and votes must be received.
When voting, requested information, such as the name, personal identification number or business ID and contact details of the shareholder, must be provided. The personal data given by the shareholder to the Company or Innovatics Oy will be used only in connection with the General Meeting and with the processing of related necessary registrations.
A shareholder, who has a personal Finnish book-entry account, may vote in advance on certain items on the agenda of the Annual General Meeting from February 7, 2022, 10.00 am EET until February 20, 2022, 11.59 pm EET by the following means:
a) Via the website https://investors.admicom.fi/annual-general-meeting/
Online registration and voting in advance require that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish or Swedish bank ID or mobile certificate.
b) By email
A shareholder who votes in advance by mail or email shall send the advance voting form available on the Company’s website at https://investors.admicom.fi/annual-general-meeting/ on February 7, 2022, 10.00 am EET or corresponding information to Innovatics Oy by mail to Innovatics Oy, Annual General Meeting / Admicom Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at agm@innovatics.fi.
If the shareholder participates in the General Meeting by sending the votes in advance by mail or email to Innovatics Oy, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the General Meeting, provided that the shareholder's message includes the information requested on the advance voting form required for registration.
Instructions relating to the advance voting may be found on the Company’s website https://investors.admicom.fi/annual-general-meeting/. Additional information on the registration and advance voting is available during the registration period by telephone at +358 10 2818 909 on business days during 9:00 a.m. until 12:00 noon and from 1:00 p.m. until 4:00 p.m.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Also the proxy representative shall vote in advance in a manner set out in this notice.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent.
Proxy representative of the shareholder shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the suomi.fi e-Authorisations service which is in use in the online registration service.
Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
An example of the proxy document (in Finnish) is available at the Company’s website https://investors.admicom.fi/annual-general-meeting/ on February 4, 2022, 6.00 pm EET. The possible proxy documents should be delivered to agm@innovatics.fi before the closing of the registration, by which time the proxy documents must be received. The actual instructions for voting are available at the above-mentioned website from February 4, 2022, 6.00 pm EET once the deadline for publishing counterproposals to be placed for a vote has passed.
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting (February 15, 2022) would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. Participation in the Meeting also requires that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register held by Euroclear Finland Oy at the latest by February 22, 2022 by 10.00 am EET. In regard to nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the Meeting nor the number of votes of the shareholder.
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the registration in the temporary shareholders’ register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, in the temporary shareholders’ register of the Company at the latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee-registered shares within the registration period for nominee-registered shares.
Further information on these matters can also be found on the Company’s website https://investors.admicom.fi/.
5. Other instructions/information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the Company by email to yhtiokokous2022@admicom.fi no later than February 1, 2022 at 12.00 noon EET. In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the Annual General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the Annual General Meeting. Should the counterproposal not be placed for a vote at the meeting, advance votes in favour of the proposal will not be taken into account. The Company will on February 4, 2022 at the latest publish on its website https://investors.admicom.fi/annual-general-meeting/ the counterproposals, if any, that may be voted on.
A shareholder may present questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the Annual General Meeting by February 15, 2022 at 4 pm EET at the online registration service or by email to yhtiokokous2022@admicom.fi. The questions must have been received by the Company by that time.
Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that have not been placed for a vote are available on the Company’s website at https://investors.admicom.fi/annual-general-meeting/ on February 18, 2022 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.
On the date of this notice, January 24, 2022, the total number of shares in Admicom Oyj is 4 988 985 shares, which represent the same number of votes.
Jyväskylä, January 24, 2022
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/
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