Admicom Oyj: Resolutions of the Annual General Meeting of Admicom Oyj on February 19, 2021

ADMICOM OYJ INSIDE INFORMATION FEBRUARY 10, 2021 AT 1.35 PM EEST

Resolutions of the Annual General Meeting of Admicom Oyj on February 19, 2021

The Annual General Meeting of Admicom Oyj on February 19, 2021 approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial period 2020.

The resolutions in full can be read from the Annual General Meeting page on Admicom Oyj’s website www.admicom.fi/sijoittajille/yhtiokokous on February 19, 2021 the latest (in Finnish only).

Use of the profit and the payment of dividend

The Annual General Meeting confirmed that a dividend of EUR 0,91 per share, corresponding to EUR 4 484 205,18 be distributed from the financial period January 1, 2020 – December 31, 2020. The Annual General Meeting resolved the dividend payment date to be March 2, 2021 and the dividend record date to be February 23, 2021. It was stated that dividend will not be paid to the shares owned by the Company.

The parent company’s distributable funds are EUR 17 127 781,97 from which the profit of the financial period 2020 is EUR 2 743 057,91. There have been no major changes in the financial position of the company since the end of the financial period. The liquidity of the company is good and according to the Board the proposed distribution of profit will not compromise the solvency of the company.

Resolution on the number and the remuneration of the members of the Board of Directors

The Annual General Meeting resolved that the number of Board members is six (6).

The Annual General Meeting decided that the remuneration of Board members outside of the company (not employed by the Company) is EUR 1000 per meeting.

Composition of the Board of Directors

The Annual General Meeting elected Kettunen Sami, Nokso-Koivisto Olli, Aaltola Pasi, Häll Timo, Suonpää Jarmo and Moisio Kyösti as members of the Board of Directors.

All the proposed members were also Board members in 2020 besides Olli Nokso-Koivisto and Kyösti Moisio.

Remuneration of the Auditor

The Annual General Meeting decided that the elected Auditor’s fees shall be paid according to the Auditor’s reasonable invoice.

Election of the Auditor

KPMG Oy Ab was re-elected as the Auditor of the Company for the term continuing until the end of the next Annual General Meeting. APA Anna-Riikka Maunula shall continue as the main responsible auditor.

Authorising the Board of Directors to decide on the issuance of shares

The Annual General Meeting resolved to authorise the Board to decide on the issuance of shares. Under the authorisation the Board shall be able to resolve to issue shares through one or several share issues, altogether maximum of 2% of all shares in the Company (98 554 shares) to be issued to the employees of the Company and maximum of 18% of all shares in the Company (856 985 shares) to be issued for acquisitions or other arrangements related to the Company’s business.

The authorisation includes the right for the Board to decide on all other matters related to the issue of shares. The authorisation shall remain valid until March 31, 2022 at most, or until the next Annual General Meeting resolves on the possible new authorisation on the issuance of shares. The financial bases for the issue of shares to the employees of the Company is to secure the growth of the Company by improving entrepreneurial organisational culture and commitment, and for acquisitions to secure effective execution of acquisitions based on the Company’s growth strategy.

Additionally, the Annual General Meeting resolved to authorise the Board to decide on a share issue without payment (so called split) for the shareholders by the end of the year 2021. The Board was authorised to decide on all the conditions of the share issue.

Establishing a Nomination Committee of the Board of Directors

The Annual General Meeting resolved on the establishment of a Nomination Committee of the Board of Directors. The Committee shall make a proposal to the Annual General Meeting about the members and the remuneration of the Board of Directors. The Committee shall consist of the 3-4 largest shareholders based on the shareholders’ register on September 1, 2021.

Admicom Oyj

Board of Directors

Additional information:

Antti Seppä
CEO
antti.seppa@admicom.fi
+358 40 575 9709

Petri Aho
CFO
petri.aho@admicom.fi
+358 50 340 2986

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 for construction, building services engineering and manufacturing companies and a comprehensive partner in software and accounting services. The Company’s cloud-based SaaS ERP solution Adminet helps small and medium-sized companies enhance their competitive advantage by automating manual processes of production site and office seamlessly all the way to accounting.

The cost calculation and the production management software developed by our daughter company Tocoman Oy have a long history and a stable position on the market. Combining the product strengths of Tocoman with the strengths of Adminet creates by far the most extensive cloud-based solution for the construction industry.

The Company employs more than 160 professionals in Jyväskylä, Vantaa, Tampere, Oulu and Helsinki. Further information: www.admicom.fi/investors