Decisions of Admicom Oyj's Annual General Meeting on March 21, 2023

Unofficial translation of the company release on March 21, 2023 at 3:42 p.m. EET. In case the document differs from the original, the Finnish version prevails.

Admicom Oyj's Annual General Meeting on March 21, 2023 approved the company's financial statements for 2022 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2022. The decisions can be read in full from the minutes of the Annual General Meeting in Finnish on Admicom Oyj’s website https://investors.admicom.fi/annual-general-meeting/ no later than on April 4, 2023.

Distribution of profits

The Annual General Meeting resolved that a dividend of EUR 1.30 per registered share be paid of the profit for the financial period. 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 23, 2023. The dividend will be paid on March 30, 2023.

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, Petri Niemi, Henna Mäkinen, Marko Somerma and Olli Nokso-Koivisto. Camilla Skoog and Tomi Lod were elected as new members of the Board of Directors. 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 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, the Chairman of the Audit Committee receives 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.

Auditor

KPMG Oy Ab was re-elected as the company's audit firm. Anna-Riikka Maunula, APA, will continue to audit the company as the principal auditor. The Annual General Meeting resolved that the auditor will be paid a fee according to the auditor's reasonable invoice.

Authorisations of the Board of Directors

The Annual General Meeting authorised 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 the notice to the General Meeting. 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 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 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 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 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 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 498,898 shares, which corresponds to approximately 10% of all the shares in the Company as at the date of the notice to the Annual 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.

Amending the Articles of Association

The proposal made to the Annual General Meeting to amend the Articles of Association so that the Articles of Association would in future allow the Annual General Meeting to be held entirely without a meeting venue as a so-called remote meeting was not supported by two thirds of the votes cast and the shares represented at the meeting, as required by the Finnish Companies Act, so the amendment to the Articles of Association was not approved.

Board of Directors’s constitutive meeting

At its constitutive meeting held after the Annual General Meeting, the Board of Directors stated that Petri Niemi will continue as the Chairman of the Board of Directors by decision of the Annual General Meeting. In addition, the Board of Directors decided at the meeting that Henna Mäkinen will continue as Chairman of the Audit Committee and Marko Somerma and Petri Niemi as members.

Admicom Oyj
BOARD OF DIRECTORS

Additional information:

Petri Kairinen
CEO
[e-mail]
[phone]

Petri Aho
CFO
[e-mail]
[phone]

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