ADMICOM OYJ Unofficial translation of the company release on
Notice is given to the shareholders of
Shareholders may also exercise their voting rights by voting in advance. Instructions on advance voting can be found in this notice under section C.
nShareholders who have registered for the General Meeting and their proxy representatives may also follow the meeting via an online broadcast. A link to the online broadcast will be sent to the email address and/or mobile phone number provided at the time of registration. It is not possible to present questions, make counterproposals, otherwise speak or vote via the online broadcast, nor does following the meeting via the online broadcast constitute participation in the General Meeting or the exercise of shareholder rights.
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A. Matters on the agenda of the Annual General Meeting
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1. Opening of the meeting
n2. Calling the meeting to order
n3. Election of persons to scrutinise the minutes and to supervise the counting of votes
n4. Recording the legality of the meeting
n5. Recording the attendance at the meeting and adoption of the list of votes
n6. Presentation of the financial statements, the report of the Board of Directors and the Auditor’s report for the year 2023
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- Presentation of the CEO’s review n
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
nThe Board of Directors proposes to the Annual General Meeting that a dividend of
There have been no significant changes in the Company’s financial position after the end of the financial year. The liquidity of the Company is at a good level, and the Board of Directors deems that the proposed profit distribution will not put the Company’s solvency at risk.
n9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year
10. Resolution on the remuneration of the members of the Board of Directors
nThe Shareholders’ Nomination Committee proposes to the Annual General Meeting that the remuneration of the Board of Directors be
11. Resolution on the number of members of the Board of Directors
nPursuant to the Articles of Association, the Company’s Board of Directors consists of a minimum of five and a maximum of eight members. In the previous term, the number of the members of the Board was seven.
nThe Shareholders’ Nomination Committee proposes to the Annual General Meeting that seven members be elected to the Board of Directors.
n12. Election of the members of the Board of Directors
nIn the previous term, Pasi Aaltola,
The Shareholders’ Nomination Committee proposes to the Annual General Meeting that Pasi Aaltola,
All candidates have given their consent to the appointments.
n13. Resolution on the remuneration of the Auditor
nThe Board of Directors proposes to the Annual General Meeting that the remuneration of the Auditor be paid in accordance with the Auditor’s reasonable invoice.
n14. Election of the Auditor
nThe Board of Directors proposes to the Annual General Meeting that
15. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares
nThe Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise 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.
nThe 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 this notice.
nThe 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.
nThe authorisation is proposed to be 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.
n16. Authorising the Board of Directors to decide on the issuance of shares
nThe Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise 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.
nThe 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 proposed maximum amount of the authorisation corresponds to approximately 10% of all the shares in the Company as at the date of this notice.
nThe 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.
nThe authorisation is proposed to be 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.
n17. Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares
nThe Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide
non the repurchase of the Company’s shares using the Company’s unrestricted equity.
nThe 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 this notice.
nThe shares will be repurchased in public trading arranged by
The authorisation is proposed to be 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.
n18. Amending the Articles of Association (remote meeting)
nThe Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolve to amend the Articles of Association to allow for the General Meeting to be held completely without a meeting venue as a remote meeting. The Board proposes adding a new Article 8 § to the Articles of Association, which reads as follows:
n“8 § The Board of Directors may resolve on organising a General Meeting of Shareholders without a meeting venue whereby the shareholders shall exercise their power of decision in full and in real time during the meeting by means of telecommunication and other technical means (a remote meeting).”
n19. Amending the Articles of Association (location of the General Meeting)
nThe Board of Directors proposes that 7 § of the Articles of Association be amended so that, upon the decision of the Board of Directors, the General Meeting can be held in
“7 § The notice of the General Meeting shall be published on the company's website at least three (3) months and at the latest three (3) weeks before the General Meeting, but always at least nine (9) days before the record date of the General Meeting. Shareholders wishing to attend the General Meeting must give prior notice in the manner specified in the notice of the meeting and no later than the date specified in the notice, which may not be earlier than ten (10) days before the date of the meeting.
nIn addition to the domicile of the company, General Meetings may be held in Helsinki.”
n20. Closing of the meeting
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B. Documents of the Annual General Meeting
nThe above proposals for decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Admicom Oyj’s website at https://investors.admicom.fi/annual-general-meeting/. The annual report of
The minutes of the Annual General Meeting will be available on the above-mentioned website on
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C. Instructions for the participants of the Annual General Meeting
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1. Shareholders registered in the shareholders’ register
Each shareholder who is registered in the Company’s shareholders’ register maintained by
Registration for the Annual General Meeting begins on 28February 2024 at
a) On the Company’s website at https://investors.admicom.fi/annual-general-meeting/.
nOnline registration requires strong electronic identification from the shareholder or their statutory representative or proxy representative using Finnish, Swedish or Danish online banking credentials or a mobile certificate.
nb) By email to the address agm@innovatics.fi or by mail to the address
Shareholders registering by email or mail shall submit the registration form and advance voting form available on the company's website https://investors.admicom.fi/annual-general-meeting/ or equivalent information to the email or mail.
nThe requested information, such as the shareholder’s name, date of birth/personal identification number or business ID and contact information as well as the name and date of birth/personal identification number of the shareholder’s possible assistant and/or proxy representative, must be provided in connection with the registration. The personal data disclosed by the shareholders to
Upon request, shareholders, their representatives or proxy representatives must be able to prove their identity and/or right of representation at the meeting venue.
nAdditional information on registration is available by telephone during the registration period of the General Meeting at +358 10 2818 909 between
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. The shareholder’s proxy representative can choose to vote in advance in the manner instructed in this notice.
nThe proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder, who they represent. The proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder will be identified in connection with registration.
nModel proxy documents and voting instructions are available on the company's website. Proxy documents are to be delivered primarily as an attachment in connection with the online registration or, alternatively, by email to the address agm@innovatics.fi or by mail to the address
As an alternative to a traditional proxy document, a shareholder may authorise a proxy representative by using the Suomi.fi e-authorisation service. The proxy representative is authorised via the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation for ‘Representation at the General Meeting’). In the General Meeting registration service, the proxy representative must identify themselves by using strong electronic identification, after which they can register on behalf of the shareholder they represent. Strong electronic identification requires Finnish online banking credentials or a mobile certificate. For more information on e- authorisation, please see www.suomi.fi/e-authorizations.
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3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they would be entitled to be registered in the Company’s shareholders’ register maintained by
A holder of nominee-registered shares is advised to request in good time the necessary instructions regarding registration in the temporary shareholders’ register, the issuing of proxy documents, registration for the General Meeting and advance voting from their custodian bank. The account management organisation of the custodian bank must temporarily register a holder of nominee-registered shares who wishes to participate in the General Meeting in the shareholders’ register of the Company at the latest by the time stated above. When necessary, the account management organisation of the custodian bank must also arrange advance voting on behalf of the holder of nominee-registered shares within the registration period applicable to holders of nominee-registered shares.
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4. Advance voting
A shareholder whose shares are registered on their personal Finnish book-entry account may vote in advance on certain matters on the agenda of the General Meeting between
a) Via the service available on the Company website at https://investors.admicom.fi/annual-general- meeting/. Shareholders can sign in to the advance voting service the same way as to the online registration service referred to above in section C. 1. a) of these instructions.
nb) By mail or email by sending the advance voting form available on the Company’s website at https://investors.admicom.fi/annual-general-meeting/ or corresponding information to
A proposed resolution that is subject to advance voting is considered to be presented unchanged in the General Meeting, and the advance votes are taken into account in a vote held at the real-time General Meeting also in circumstances where an alternative resolution has been proposed concerning the matter. Taking the votes into account requires that the shareholders who voted in advance are registered in the Company’s shareholders’ register maintained by
Unless shareholders voting in advance participate in the General Meeting at the meeting venue in person or by way of proxy representation, they will not be able to use their rights under the Finnish Limited Liability Companies Act to request information or a vote.
nHolders of nominee-registered shares can vote in advance through their account operators. Account operators can vote in advance on behalf of the holders of nominee-registered shares they represent in accordance with the shareholders’ voting instructions during the registration period applicable to holders of nominee- registered shares.
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5. Other instructions/information
The language of the General Meeting is Finnish.
nPursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
nOn the date of this notice,
Jyväskylä
BOARD OF DIRECTORS
Additional information:
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CEO
petri.kairinen@admicom.com
+358 50 303 4275
Satu Helamo
CFO
satu.helamo@admicom.com
+358 45 633 7710
Approved advisor:
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+358 09 612 9670
© STT Info Finland, source
