Proposals from Admicom’s Nomination Committee for the AGM 2024

Unofficial translation of the company release on February 1, 2024 at 9:00 a.m. EET. In case the document differs from the original, the Finnish version prevails.

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The nomination committee

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As decided by Admicom’s AGM in 2023, a nomination committee has been formed among Admicom’s largest owners to prepare proposals for the AGM 2024. The members of the nomination committee are:

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• Jan Andersson, elected by Swedbank Robur Fonder,
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• Antti Katajisto, elected by SEB Investment Management,
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• Ville Kivipelto, elected by Danske Fonder and
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• Jonathan Schönbäck, elected by ODIN Fonder.
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Petri Niemi, chairman of board of Admicom, has been co-opted to the nomination committee.

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The nomination committee has held three meetings to prepare it proposals to the 2024 AGM. Beside discussing the Company’s strategy and challenges over the next few years with the chairman, the nomination committee has made individual interviews with all board members and have concluded that the board work is efficient with ambitious and well-motivated board members.

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After the committee meetings and interviews with the board members the nomination committee decided not to propose any changes to the current composition of the board. After the changes executed during the last couple of years the committee is in the opinion that the current board is in line with the company strategy what comes to the different competencies as well as the number of the members.

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Proposals

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The nomination committee proposes unanimously to the 2024 AGM that

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1. The board of Admicom shall consist of seven members up to the AGM 2025
   
   
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2. Re-election of board members:
   - Mr. Pasi Aaltola,
   - Mr. Tomi Lod,
   - Ms. Henna Mäkinen,
   - Mr. Petri Niemi,
   - Mr. Olli Nokso- Koivisto,
   - Ms. Camilla Skoog and
   - Mr. Marko Somerma
   
   
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3. Mr. Petri Niemi is re-elected as chairman of the board.
   
   
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4. The remuneration of the board shall be €28,000 (last year €26,000) for each board member, who is not employed by Admicom, and €60,000 (€58,000) for the chairman of the board. For work at the 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 (unchanged compared to the last year)
   
   
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5. The instruction for forming a nomination committee, as adopted by the AGM 2023, shall remain unchanged.
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Motivated statement

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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 fast growing a Finnish digital champion, founded by the entrepreneur Matti Häll.

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The partly new board that was elected at the AGM 2023 has pursued a decisive work to implement a strategy for Admicom’s continued profitable growth. A legal structure has been adopted to comply with a modern governance structure and a partly new management team has been installed.

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The nomination committee concludes that it is important that the proposed board can continue to realise its strategy and is confident that, Admicom’s further growth is well supported.

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Continued attention has been paid to secure that the board has a composition which is characterised by a breadth of qualifications and experiences as well a fair gender balance. The proposed board consists of five men and two women, i.e. 29% women and 71% men. The nomination committee is committed to continue its efforts to further improve the gender balance.

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Jyväskylä, February 2024

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THE NOMINATION COMMITTEE OF ADMICOM OYJ

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Additional information:

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Petri Kairinen
CEO
[e-mail]
[phone]

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Satu Helamo
CFO
[e-mail]
[phone]

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Certified Advisor:

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Oaklins Merasco Oy
[phone]

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