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Administer’s Q4 note was a slight disappointment. Net sales development was decent thanks to an inorganic boost, but profitability remained weaker as a continuation from Q3.
Administer’s Q4 report showed positive net sales development, setting the tone for 2025. However, the EBITDA-margin fell short of expectations, while EBIT and EBITA were more impacted than anticipated by goodwill amortization and NRIs.
Administer is set to release its Q4 results on Wednesday, March 5th. We expect modest net sales growth, supported by the Kuntalaskenta acquisition, and stable profitability despite a challenging operating environment.
Administer’s Q3 report was in line with expectations. Net sales declined 3.9% y/y, but profitability continued its positive development, with the EBITDA-margin at 5.7%, improving clearly y/y.
Administer's net sales declined by 3.9% y/y, reflecting the challenging market conditions that have weighed on this year’s sales development. This decline was anticipated, as the company revised its revenue guidance downward in October. Nevertheless, the turnaround in profitability continued as expected, marking the third consecutive quarter of positive profitability growth y/y.
Administer announced yesterday that it will lower its revenue guidance to EUR 74-76m, while narrowing its EBITDA-margin range upwards to 7-9%. We have made slight changes in our estimates but retain our target price of EUR 3.0 and BUY-rating.
Administer’s recent profitability strides signal a promising turn, with the potential for the new strategy to fully unfold should market conditions stabilize and demand increase.
Administer’s Q2 EBITDA soared by 320% y/y, reaching EUR 1.9m and exceeding our expectations. Despite a continued slight decline in net sales (Q2: 1.3% y/y), the turnaround in profitability offers encouraging signs for the future.
Administer’s Q2 net sales declined by 1.3% y/y, mainly attributable to the demand for personnel leasing, which is more dependent on economic cycles than the groups other service sectors. EBITDA improved to EUR 1.9m (Q2’23: EUR 0.4m), slightly beating our estimate of EUR 1.7m.
Administer reports Q2’24 results on Thursday, August 15th. We expect good profitability and see that the recovery from the seasonal weakness for Econia should turn the company back to growth track. Other business areas are expected to remain stable due to their less cyclical nature.
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Administer Plc, Resolutions of annual general meeting, 23 April 2025 at 19.00 EEST
The Annual General Meeting of Administer Plc (the “Company”) was held today on 23 April 2025 in Helsinki, Finland. The meeting was held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsections 1 and 2 of the Finnish Companies Act (621/2006, as amended).
Adoption of financial statements and discharge from liability
The Annual General Meeting adopted the financial statements for the financial year of 2024 and discharged the members of the Board of Directors and the CEO from liability.
Use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that a dividend of EUR 0.05 per share be paid based on the balance sheet adopted for the financial year ended 31 December 2024. The dividend will be paid to shareholders who are registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date 25 April 2025. The dividend will be paid on 23 May 2025.
Members and remuneration of the Board of Directors
The number of the members of the Board of Directors was confirmed to be six (6). Peter Aho, Jukka-Pekka Joensuu, Risto Koivula, Milja Saksi, Leena Siirala and Minna Vanhala-Harmanen were re-elected as board members.
The annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore the Chair of the Board shall be paid an annual remuneration of EUR 50,000 and other members of the Board shall each be paid an annual remuneration of EUR 25,000. Additionally, should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000. If a Board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place. The annual remuneration will be paid in Administer Plc shares and cash, so that 30% of the remuneration amount is paid in shares and the rest is paid in cash.
Audit committee members shall be paid a meeting fee of EUR 500 per meeting and chairman of the audit committee shall be paid a meeting fee of EUR 750. If the board decides to establish other committees during its term of office, the chairman of the committee will be paid a meeting fee of 500 euros per meeting and the other members 300 euros per meeting. Board members’ and committee members’ travel expenses shall be reimbursed in accordance with the Company's travel policy.
Election and remuneration of the Auditor
Ernst & Young Oy, authorized public accountants, was re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Johanna Winqvist-Ilkka, APA, as the auditor with principal responsibility.
The Auditor’s fees will be paid against the Auditor’s reasonable invoice approved by the Company.
Election and remuneration of the Sustainability Reporting Assurer
Ernst & Young Oy was elected as the Company’s sustainability reporting assurer for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Ms. Johanna Winqvist-Ilkka, Authorized Public Accountant, Authorized Sustainability Auditor, as the principally responsible sustainability reporting assurer.
The sustainability reporting assurer’s fees will be paid against a reasonable invoice approved by the Company.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors was authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorization covers a maximum of 1,437,480 shares, which corresponds to approximately 10 percent of all shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.
The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2026.
Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors was authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The authorization covers a maximum of 1,437,480 shares, which corresponds to approximately 10 percent of all shares in the Company.
The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2026.
The minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the Company’s website at www.administergroup.com/en/investors/ on 7 May 2025 at the latest.
The organising meeting of the Board of Directors
In its organising meeting, the Board of Directors of the Company has elected Jukka-Pekka Joensuu as the Chair of the Board of Directors.
The Board of Directors has elected Leena Siirala as the Chair as well as Jukka-Pekka Joensuu and Risto Koivula as members of the Company’s Audit Committee.
Administer Plc
The Board of Directors
Further information:
Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi
Certified Adviser:
Evli Oyj
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc – Corporate action 17 April 2025 8.30 EET
Based on the authorisation given by the Annual General Meeting held on 10 April 2024, the Board of Directors of Administer Plc has decided on the share issue of a total of 545 633 new shares without payment to the company itself. The share issue will prepare for the payment of purchase price debt concerning the acquisition of Econia Oy.
The new shares yield shareholder rights in the company from the moment of their registration. The new shares are to be registered in the trade register and the book-entry system managed by Euroclear Finland Oy on or about 30 April 2025. The new shares will be admitted to public trading together with other shares in Administer on or about 2 May 2025.
After the registration of the new shares, the total number of shares in the company is 14 954 175 of which 549 586 shares are held by the company as treasury shares.
Additional information:
Kimmo Herranen
CEO
tel. +358 50 560 6322
kimmo.herranen@administer.fi
Certified advisor:
Evli Oyj
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc, Corporate Action, 14 April 2025 at 18:30 EET
Administer Plc’s Board of Directors has resolved on a directed share issue based on the authorisation given by the Annual General Meeting on 10 April 2024. The share issue is connected to the asset deals with Tilikymppi Kredit Oy and Deebetti Oy announced by Adminter earlier this year.
Part of the total price is now paid with new shares through directed share issue to the sellers of Tilikymppi Kredit, 15 656 shares and to the seller of Deebetti Oy, 18 081 shares. The subscription price of the shares is EUR 2.3269 per share based on the volume weighted average price of Administer’s share between 13 November and 30 December 2024.
The number of shares in Administer will increase due to the directed share issue to the Seller to a total of 14,408,542 shares. The new shares represent approximately 0.24 per cent of all shares and votes in Administer immediately after the consummation of the acquisition.
The new shares yield shareholder rights in the company from the moment of their registration. The new shares are registered in the trade register and the book-entry system managed by Euroclear Finland Oy on 14 April 2025. The new shares will be admitted to public trading together with other shares in Administer on 17 April 2025.
Additional information:
Kimmo Herranen
CEO
kimmo.herranen@administer.fi
tel. +358 50 560 6322
Certified advisor:
Evli Oyj
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc Company release 28 March 2025 at 8.30
Notice is given to the shareholders of Administer Plc (’the “Company’’) to participate in the Annual General Meeting to be held on Wednesday 23 April 2025 at 3:00 p.m. (EEST) at Töölönlahdenkatu 2, Helsinki (event venue Eliel, Sanomatalo) The reception of persons who have registered for the meeting and distribution of voting tickets will start at 2:30 p.m. at the meeting venue.
The meeting will be held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsections 1 and 2 of the Finnish Companies Act (624/2006 as amended, ‘’Companies Act’’), so that shareholders may exercise their shareholder rights fully during the meeting via real time remote connection. A notice given by a shareholder that they will participate in the Annual General Meeting via remote connection is binding.
Shareholders may also participate to the Annual General Meeting by voting in advance on certain agenda items.
Instructions for participation via remote connection and advance voting are presented in Part C (Instructions for the participants in the Annual General Meeting) of this notice.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
- Opening the meeting
- Calling the meeting to order
- Election of the persons to scrutinize the minutes and verify the counting of votes
- Recording the legality of the meeting
- Recording attendance at the meeting and adoption of the voting list
- Presentation of the financial statements, the Board of Directors’ report and the auditor’s report for the year 2024
Presentation of CEO’s review.
Administer Plc’s annual report, which includes financial statements, report of the Board of Directors and auditor’s report, is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2025/ and it is also enclosed in this notice.
- Adoption of the financial statements
The Board of Directors proposes that the Annual General Meeting adopt the financial statements for 2024.
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.05 per share be paid based on the balance sheet adopted for the financial year ended 31 December 2024. The dividend would be paid to shareholders who are registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date 25 April 2025. The Board of Directors proposes that the dividend be paid on 23 May 2025.
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year of 1 January to 31 December 2024
- Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore would be as follows:
- Chair of the Board shall be paid an annual remuneration of EUR 50,000
- Each Board member shall be paid an annual remuneration of EUR 25,000
The Shareholders’ Nomination Board further proposes that should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000.
If a board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place.
The Shareholders’ Nomination Board further proposes that board committee members shall be paid a meeting fee of EUR 500 per meeting.
The Nomination Board further proposes that audit committee members shall be paid a meeting fee of EUR 500 per meeting and chairman of the audit committee shall be paid a meeting fee of EUR 750. If the board decides to establish other committees during its term of office, the chairman of the committee will be paid a meeting fee of 500 euros per meeting and the other members 300 euros per meeting.
Moreover, the Nomination Board proposes that the Board and committee members’ travel expenses shall be reimbursed in accordance with the Company’s travel policy.
The above-mentioned annual remunerations are proposed to be paid in Administer Plc shares and cash, so that 30% of the remuneration amount is paid in shares and the rest is paid in cash.
- Resolution on the number of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Company’s Board of Directors be composed of six (6) ordinary members.
- Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors Peter Aho, Jukka-Pekka Joensuu, Risto Koivula, Milja Saksi, Leena Siirala and Minna Vanhala-Harmanen be re-elected.
All candidates have given their consent for the election. The Board members’ term of office shall last until the close of the Annual General Meeting following the election.
Further information on the current members of the Board of Directors is available on the Company’s website at https://administergroup.com/en/investors/governance/board-of-directors/.
The Shareholders’ Nomination Board proposes to the organizing meeting of the Board of Directors convening after the Annual General Meeting that Jukka-Pekka Joensuu be elected as the Chairman of the Board.
Of the board member candidates, Risto Koivula, Milja Saksi, Leena Siirala, and Minna Vanhala-Harmanen are independent of the Company and its major shareholders. Peter Aho is not independent of the Company or its major shareholders. Jukka-Pekka Joensuu is not independent of the Company but is independent of its major shareholders.
In the selection of the Board member candidates, the Nomination Board has emphasized the Company’s strategic objectives as well as the relevant experience and competence of the candidates. Further, in its selection process the Nomination Board has considered the diversity of the Board.
- Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor’s fees be paid against the Auditor’s reasonable invoice approved by the Company.
- Election of the Auditor
The Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, authorized public accountants, be re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Ms. Johanna Winqvist-Ilkka, APA, as the auditor with principal responsibility.
- Deciding the remuneration of the Sustainability Reporting Assurer
The Board of Directors proposes, on the recommendation of the Board’s Audit Committee, to the Annual General Meeting that the fee of Sustainability Reporting Assurer be paid against the Sustainability Reporting Assurer’s reasonable invoice approved by the Company.
- Election of the Sustainability Reporting Assurer
The Board of Directors proposes, on the recommendation of the Board’s Audit Committee, to the Annual General Meeting that Ernst & Young Oy be elected as the Company's Sustainability Reporting Assurer for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Ms. Johanna Winqvist-Ilkka, Authorized Public Accountant, Authorized Sustainability Auditor, as the principally responsible sustainability reporting assurer.
- Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares as follows.
The number of own shares to be repurchased and/or accepted as pledge shall not exceed 1,437,480 shares, which corresponds to approximately 10 per cent of all shares in the Company on the day of this notice. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.
The authorization is effective until the end of next Annual General Meeting; however, no later than 30 June 2026.
- Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows.
The number of shares to be issued on the basis of this authorization shall not exceed 1,437,480 shares, which corresponds to approximately 10 per cent of all shares in the Company on the day of this notice.
The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive right (directed issue).
The authorization is effective until the end of the next Annual General Meeting; however, no longer than 30 June 2026.
- Closing of the meeting
B. Annual General Meeting documents
This notice, which contains all the resolution proposals of the agenda of the Annual General Meeting, is available on Administer Plc’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2025/. Administer Plc’s annual report, which includes financial statements, the report of Board of Directors and the auditor’s report, is available at the above-mentioned Company’s website. The resolution proposals and other documents mentioned above will also be available at the Annual General meeting.
The minutes of the Annual General Meeting will be available on the above-mentioned website on 7 May 2025 at the latest.
C. Instructions for the participants in the Annual General Meeting
- Shareholder registered in the register of shareholders
Each shareholder who on the record date of the Annual General Meeting, 9 April 2025, is registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their Finnish book-entry account is registered in the Company’s register of shareholders.
Registration for the Annual General Meeting will begin on 31 March 2025 at 10:00 a.m. (EEST) A shareholder registered in the Company’s register of shareholders who wishes to participate in the Annual General Meeting, must register for the meeting no later than 14 April 2025 at 4:00 p.m. (EEST), by which time the registration must have been received.
Shareholders can register for the meeting by one of the following means:
a) through the website: https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2025/
Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication by a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by mail to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email to agm@innovatics.fi.
When registering, a shareholder is requested to provide information such as their name, date of birth/business ID, contact details and the name of the proxy representative, statutory representative, or assistant and date of birth of the proxy representative or statutory representative, if any. The personal data given by the shareholder to the Company or Innovatics Ltd is only used in connection with the Annual General Meeting and with the processing of related necessary registrations. Shareholders registering by e-mail or post are recommended to use the registration and advance voting form available on the Company's website https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2025/ for registration and possible advance voting.
Upon request, shareholders, their proxy representatives, statutory representatives or assistant must be able to prove their identity and/or right of representation at the meeting venue.
Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Oy at 010 2818 909 on weekdays from 9:00 a.m. (EEST) to 12:00 p.m. (EEST) and from 1:00 p.m. (EEST) to 4:00 p.m. (EEST).
- 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 they would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. on the record date of the Annual General Meeting, 9 April 2025. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. (EEST) on 16 April 2025 at the latest. For the nominee-registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request well in advance the necessary instructions regarding temporary registration in the Company’s register of shareholders, the issuing of proxy documents and voting instructions, voting in advance and registration for the Annual General Meeting from their custodian. The account manager of the custodian shall temporarily register a holder of nominee-registered shares who wants to participate in the Annual General Meeting in the Company’s register of shareholders at the latest by the time stated above, and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares prior to the end of the registration period concerning holders of nominee-registered shares. For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the Annual General Meeting on the Company's website but must register through a custodian.
A holder of nominee registered shares who has registered for the General Meeting may participate in the General Meeting at the meeting venue or via remote connection. Remote participation requires temporary entry into the shareholders’ register held by Euroclear Finland Oy and submission of an email address and telephone number of the holder of nominee registered shares by email to the address agm@innovatics.fi or by mail to the address Innovatics Ltd, General Meeting/Administer Plc, Ratamestarinkatu 13 A, 00520 Helsinki before the registration period applicable to holders of nominee registered shares ends so that an attendance link and password can be sent to the holder of nominee registered shares for participating in the General Meeting remotely.
- Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative may also vote in advance in the manner described 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 representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the Annual General Meeting. The statutory right of representation may be demonstrated by using the Suomi.fi electronic authorizations service, which is in the 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 for the Annual General Meeting.
A template for proxy document is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2025/. Possible proxy documents should be primarily sent in connection with the online registration as attachments or alternatively by post to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the registration period ends. In addition to delivering proxy documents, shareholders or their proxy representatives shall see to the registration for the Annual Meeting in the manner described in this notice.
- Remote participation for the meeting
Shareholders who have the right to participate in the General Meeting may participate in the meeting and exercise their rights fully during the meeting either at the meeting venue or via remote connection.
A notice given by shareholders or proxy representatives that they will participate in the General Meeting via remote connection is binding, and after the end of the registration period the shareholders or proxy representatives do not have the right to change their means of participation or participate in the meeting at the meeting venue. However, a notice of participation via remote connection given by a shareholder’s proxy representative does not limit the right of the shareholder’s other proxy representatives to participate in the meeting at the meeting venue.
The remote connection to the General Meeting will be implemented through Inderes Plc’s virtual AGM service using the Videosync platform, which includes video and audio access to the Annual General Meeting. Using the remote connection does not require software or downloads subject to a charge. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for audio playback as well as microphone for oral questions and comments. The following browsers are recommended for remote participation: Chrome, Firefox, Edge, Safari or Opera. Shareholder is responsible for the functioning of their internet connection and equipment during the meeting. In order to prepare for technical disruptions, shareholders attending the meeting remotely are recommended to vote in advance. It is recommended to log in to the meeting system well before the meeting starts.
The participation link and password for remote connection will be sent by email and/or SMS to the email address and/or mobile phone number provided at the time of registration to all those who have registered for the Annual General Meeting no later than on the day before the Annual General Meeting. Thus, advance voters and the shareholders registered to onsite event may participate in the Annual General Meeting remotely via telecommunication. The votes cast by advance voters will be taken into account in the decision-making at the Annual General Meeting, regardless of whether they participate in the General Meeting remotely or not. The remote participants will be able to change their advance votes during the meeting, should a vote take place.
For more information on the general meeting service, additional instructions, contact details of the service provider and instructions in case of possible disruptions can be found at https://vagm.fi/support. A link to test the compatibility of your computer, smartphone, or a tablet with the network connection, please visit https://demo.videosync.fi/agm-compatibility?language=fi. It is recommended that the detailed participation instructions are read before the meeting.
- Voting in advance
A shareholder whose shares in the Company are registered on the shareholder’s Finnish book-entry account can vote in advance on agenda items no. 7 to 18 of the Annual General Meeting during the period between 31 March 2025 at 10:00 a.m. until 14 April 2025 at 4:00 p.m. (EEST).
a) through the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2025/
Shareholders can sign into the advance voting service the same way as to the online registration service referred to above in the section C.1 of this notice.
b) By mail or email by submitting the advance voting form available on the Company’s website or corresponding information to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi.
The advance votes must be received by prior to the expiry of the advance voting period. If advance votes are sent in before the end of registration and advance voting period as described herein, this constitutes due registration to the Annual General Meeting, as long as the provided information contains all information needed to process registration.
Unless shareholders voting in advance are present at the Annual General Meeting at the meeting venue in person or by way of proxy presentation or through remote connection, they will not be able to use their rights under the Companies Act to request information or a vote.
For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting.
- Other instructions/information
The language of the Annual General Meeting is Finnish.
A shareholder who is present at the Annual General Meeting in person or remotely has the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Companies Act.
The information concerning the Annual General Meeting required under the Companies Act and the Finnish Securities Market Act is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2025/.
On the date of this notice, the total number of shares in the Company and votes represented by such shares is 14,374,805. On the date of this notice, the Company holds 3,953 treasury shares. Such shares do not have voting rights at the Annual General Meeting.
Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of voting rights held by a shareholder in the Annual General Meeting.
In Helsinki on 28 March 2025
Administer Plc
The Board of Directors
Further information:
Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi
Certified Adviser:
Evli Oyj
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc - Company release 27 March 2025 at 9.00 EET
Administer Plc has today, 27 March 2025, published its annual report for the year 2024. The annual report contains the Report by the Board of Directors and the Financial Statements 2024.
The annual report is attached to this release, and it is also available in English and Finnish at www.administergroup.com/investors.
Further information:
Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi
Kalle Lehtonen
CFO
Administer Plc
Tel: + 358 40 053 9968
kalle.lehtonen@administer.fi
Seija Uusitalo
Director, Communications and sustainability
Administer Plc
Tel: + 358 40 844 8404
seija.uusitalo@administer.fi
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc – Company release 26 March 2025 at 2:15 p.m.
On 11 November 2022, Administer Plc acquired Econia Oy. After the acquisition, an error was detected in the financial information concerning the object of purchase provided to Administer Plc before the acquisition. As a result, Administer Plc presented the sellers a claim for price reduction. The dispute concerning the price reduction has been processed in arbitration between Administer Plc and Econia Oy’s former principal owners.
On 24 March 2025, the Court of Arbitration issued an arbitration decision in which the former principal owners were obligated to pay Administer Plc a total price reduction of EUR 0.7 million and interest on returns and arrears for this amount, and to bear most of the costs of the arbitration proceedings.
The arbitration decision reduces the purchase price of the acquisition, which reduces Econia’s purchase price debt and goodwill recognised on Administer’s balance sheet by a corresponding amount. The expenses have no impact on the company’s profit guidance for 2025.
For further information:
Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi
Certified advisor:
Evli Oyj
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc, Company release 5 March 2025 8.30 EET
This release is a summary of Administer’s Financial statements release 2024. The complete report is attached to this release as a pdf-file. It is also available at www.administergroup.com/en/investors.
Figures in parenthesis refer to the comparison period in the previous year, unless otherwise stated.
October‒December 2024
Key figures
- Net sales were EUR 18.7 million (18.3), showing an increase of 2.2%. Among the Group companies, the net sales grew in Silta. In addition, the net sales were affected by the consolidation of Kuntalaskenta’s figures with the Group's figures as of 1 September 2024.
- EBITDA was EUR 0.9 million (0.8), or 4.7% (4.5%) of the net sales. EBITDA improved by 6.6%.
- Operating profit was EUR -1.4 million (-0.7), or -7.7% (-3.7%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR -1.2 million (-1.0) in total, as well as non-recurring impairments of EUR -0.6 million.
January‒December 2024
Key figures
- Net sales were EUR 74.7 million (75.9), showing a decrease of 1.6%. Due to staffing, the Group’s net sales are more affected by fluctuations in economic cycles than before.
- EBITDA was EUR 5.5 million (2.8), or 7.4% (3.8%) of the net sales. EBITDA improved by 93.1%. The company’s profitability programme is clearly reflected in the improved EBITDA.
- Operating profit was EUR -1.3 million (-3.0), or -1.8% (-3.9%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR -4.2 million (-4.0) in total, as well as non-recurring impairments of EUR -0.6 million.
Key events in 2024
- In March 2024, the company published its revised strategy. The strategy is based on profitable growth and efficient use of business synergies, both in the customer interface and in internal processes.
- The improvement in profitability shows that the company managed to realise a significant and permanent turnaround in profitability development.
- The company acquired the majority of shares in Kuntalaskenta Oy. Kuntalaskenta’s figures have been included in the Group’s figures as a subsidiary as of 1 September 2024. The ownership arrangement strengthens the Group’s opportunities to operate as a service provider for the public sector.
The company completed small acquisitions in its accounting firm business and housing management services.
KEY FIGURES
EUR million unless otherwise stated | 10‒12/ | 10‒12/ | Change, % | 1‒12/ | 1‒12/ | Change, % |
Net sales | 18.7 | 18.3 | +2.2% | 74.7 | 75.9 | -1,6% |
EBITDA | 0.9 | 0.8 | +6.6% | 5.5 | 2.8 | +93.1% |
% of net sales | 4.7% | 4.5% | 7.4% | 3.8% |
| |
Operating profit (EBITA) adjusted with amortisation of goodwill | -0.2 | 0.3 | -178.8% | 2.9 | 1.0 | +191.6% |
% of net sales | -1.3% | 1.7% | 3.9% | 1.3% |
| |
Operating profit/loss | -1.4 | -0.7 | -1.3% | -3.0 |
| |
Profit/loss before appropriations and tax | -1.7 | -1.1 | -1.9 | -3.9 |
| |
Result adjusted with amortisation of goodwill | -0.6 | 0.3 | -321.4% | 1.9 | 0.1 | +2,662.1% |
% of net sales | -3.0% | 1.4% | 2.6% | 0.1% |
| |
Earnings per share (EPS) | -0.12 | -0.05 |
| -0.16 | -0.27 |
|
Return on equity (ROE), % | -8.8% | -14.1% | -8.8% | -14.1% |
| |
Equity ratio, % | 44.6% | 44.0% | 44.6% | 44.0% |
| |
Debt-to-equity ratio, % | 47.2% | 53.6% | 47.2% | 53.6% |
| |
Personnel on average | 1,032 | 1,038 | -0.1% | 1,046 | 1,087 | -3.8% |
CEO’s review
The year 2024 was momentous for Administer Group. We achieved the best EBITDA in euros in the Group's history, supported by our profitability programme and the new strategy announced at the beginning of 2024. I consider this a significant achievement, given the weak economic development in Finland. The improved profitability was reflected in almost all of our businesses.
Our net sales decreased slightly, which I cannot be completely satisfied with. The development of Finland's economy has been weaker than anticipated. This has been reflected in our business operations, especially in staffing services, where the volume of demand in the industry has suffered a steep decline. Although financial and payroll services are quite stable in nature, economic activity, or the number of pay cheques and vouchers, is directly reflected in our operations since we ultimately depend on the economic activity of our customers. In a recession, the market and the competition will always tighten, and the strongest will perform best.
At the start of the year, we rapidly set out to advance our revised strategy, which will help us find stronger synergies both in the customer interface and in internal organisation and operations. Unlike previous years, our focus was on profitability rather than growth.
We focused more strongly on creating added value for customers, for example, by harmonising the model for customer relationship management throughout the Group. Only by focusing on solving problems and ensuring the success of our customers can we be more successful in the long run. The Group invests in customer experience as well as develops and standardises ways to measure it across all our business operations. We are building a group-level model for customer relationship management to pursue synergies and growth opportunities, laying the foundation for a good customer experience.
The Group’s financial development in October–December 2024
In October–December, the Group’s net sales were EUR 18.7 million (18.3), showing an increase of 2.2%. Among the Group companies, the net sales grew in Silta. In addition, the net sales were affected by the consolidation of Kuntalaskenta’s figures with the Group's figures as of 1 September 2024.
In October–December, EBITDA was EUR 0.9 million (0.8), or 4.7% (4.5%) of the net sales. EBITDA improved by 6.6%.
The Group’s financial development in January–December 2024
In January–December, the Group’s net sales were EUR 74.7 million (75.9), showing a decrease of 1.6%. Due to staffing, the Group’s net sales are more affected by fluctuations in economic cycles than before.
In January–December, EBITDA was EUR 5.5 million (2.8), or 7.4% (3.8%) of the net sales. EBITDA improved by 93.1%. The company’s profitability programme is clearly reflected in the improved EBITDA.
Business area review
The net sales of Silta, which offers payroll and HR services, grew by 2.6% and were EUR 25.8 million in the operating year. In October–December, the net sales increased by 3.4% and were EUR 6.5 million. The sales pipeline developed positively particularly in the latter part of the year. The expert rental services we launched during the year have started well, and we will continue to invest in this activity, as well as in the public sector service market. We are studying the possibilities of utilising AI to help making processes more efficient and ensuring quality, among other things.
The net sales of Econia, which offers HR services and staffing, international services, as well as domestic financial management services, declined by 9.3% to EUR 21.6 million in the operating year. In October–December, the net sales declined by 8.5% and were EUR 5.1 million. The generally weak economic climate in Finland was reflected in Econia's operations, most significantly in staffing. Our sales of grey economy prevention services picked up notably in the latter part of the year, with customers representing domestic and international industrial companies as well as public administration. Domestic financial management services continued to grow steadily.
The net sales of Administer’s accounting firm business grew by 0.2% and were EUR 18.1 million in the operating year. In October–December, the net sales declined by 1.5% and were EUR 4.4 million. The productisation and sales of additional services to our current customers progressed well, with tailored reporting services as a successful example. We will focus strongly on our major financial management customers and provide services together with the Microsoft Business Central ERP system represented by EmCe in particular. We continued the automation of operations and the utilisation of AI in the eFina system, which has made our operations significantly more efficient. Both the eFina system and the mobile app received several new updates and features.
The net sales of EmCe, which provides software services, decreased by 2.0% to EUR 7.8 million in the operating year. In October–December, the net sales remained unchanged compared to the corresponding period of the previous year at EUR 2.0 million. Sales of Business Central, an ERP system for medium-sized and large customers, were active during the operating year. It is notable that we saw synergies with the Group's different business units in several transactions, reflecting success in cross-selling. The EmCe product family was developed in terms of payroll processes, and the end-user experience was improved. EmCe's software development expertise, as well as the software itself, is also increasingly utilised at the Group level.
At the end of the year, we clarified our brand portfolio by merging Adner, which provides financial management outsourcing services, into the parent company Administer. In addition, I would like to highlight the acquisition of the majority of Kuntalaskenta’s shares and the stabilisation of its operations as a strategic choice and a major success. The transition to quarterly reporting at the beginning of 2024 has provided our shareholders and other stakeholders with more up-to-date information. It has also better illustrated the seasonal fluctuations in our business.
Last year's improvement in profitability was significant, but we are still aiming for better. In 2025, we will concentrate on profitability, continuous clarification of our focus, responsibility, and determined implementation of our strategy. Digitalisation is already under way in the industry, and this trend is certainly not going to slow down. AI has also become a part of everyday life, replacing an increasingly large portion of the previously manual work of our accountants, among other things. In addition, I believe the accounting industry will continue to consolidate. The year 2025 is also an anniversary for our Group, as 40 years have passed since the establishment of the parent company Administer.
I wish to sincerely thank all our stakeholders for their good cooperation. I would like to express my special thanks to our customers and our personnel – we would not be able to achieve our goals without you.
Kimmo Herranen
CEO
Outlook
Administer seeks to continue growth investments as well as organic and inorganic growth in 2025. Administer estimates that its net sales will be EUR 72–78 million and its EBITDA margin will be 7–10% in 2025.
Risks and near-term uncertainties
Interruptions or disturbances in Administer’s IT, network or communication systems may lead to unforeseen costs and malfunctions and be detrimental to the business operations of the company or its customers. Data security breaches targeted at IT systems and data links, or other data security breaches, may be detrimental to Administer or its customers and negatively impact Administer’s business.
Administer’s field of business is competitive, and the competition is fragmented, which may have a negative impact on the company’s operations if Administer is unable to respond to competitor pricing or service quality or fails to develop new products or services.
Corporate acquisitions are an important part of the company’s growth strategy. Administer may fail in integrating corporate acquisitions or finding new acquisition targets or an acquisition may fail.
Administer’s brand and reputation are important competitive advantages, and reputation damage might have negative impacts on Administer’s business and market position.
There are uncertainties relating to Finland’s economic development this year as economic growth is expected to remain slow. The reduced financial activity may also have negative impacts on Administer’s net sales and result through customer companies.
The acceleration of inflation in Finland may also be reflected in wages and, together with personnel turnover, increase Administer’s expenses and weaken profitability if the company is not able to transfer the increased expenses into the prices of the services it produces. The acceleration of inflation may also increase interest rates and thereby impact the price of external funding of Administer.
The company may not succeed in acquiring funding with affordable terms or at all, and its financing expenses may increase. Also, breaching the covenants included in the credit agreements of the company and its Group companies may complicate the availability of funding for the company, increase the company’s financial expenses, or lead to premature maturity of the Group loans.
Proposal for distribution of profits
The distributable retained funds of Administer’s parent company were EUR 35.1 million on 31 December 2024. The Board of Directors proposes to the Annual General Meeting to be held on 23 April 2025 that a dividend of EUR 0.05 per share be paid for the financial period 1 January–31 December 2024.
More information
Kimmo Herranen, CEO, kimmo.herranen@administer.fi, tel. +358 50 560 6322
Kalle Lehtonen, CFO, kalle.lehtonen@administer.fi, tel. +358 40 053 9968
Webinar
CEO Kimmo Herranen and CFO Kalle Lehtonen will present the result in a webinar on 5 March 2025 at 11.00 a.m. EET. Questions can be sent during the event via the chat function.
You can join the webinar at https://administer.events.inderes.com/q4-2024
A recording will be available after the event at https://administergroup.com/en/investors/.
Contacts
- Hyväksytty neuvonantaja:, Evli Oyj, +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc Company Release 29 January 2025 8.30 EET
Shareholders’ Nomination Board’s proposal for the composition of the Board of Directors
Administer Plc’s Shareholders’ Nomination Board proposes to the Annual General Meeting 2025 that the Board of Directors be composed of six (6) ordinary members. The Nomination Board further proposes that of the current members of the Board of Directors Peter Aho, Jukka-Pekka Joensuu, Risto Koivula, Milja Saksi, Leena Siirala and Minna Vanhala-Harmanen be re-elected.
All candidates have given their consent for the election. The Board members’ term of office shall last until the close of the Annual General Meeting following the election.
Further information on the current members of the Board of Directors is available on the company's website at https://administergroup.com/en/investors/governance/board-of-directors/.
The Shareholders’ Nomination Board proposes to the organizing meeting of the Board of Directors convening after the Annual General Meeting that Jukka-Pekka Joensuu be elected as the Chairman of the Board.
Of the Board member candidates, Risto Koivula, Milja Saksi, Leena Siirala, and Minna Vanhala-Harmanen are independent of the company and its major shareholders. Peter Aho is not independent of the company or its major shareholders. Jukka-Pekka Joensuu is not independent of the company but is independent of its major shareholders.
In the selection of the Board member candidates, the Nomination Board has emphasized the company’s strategic objectives as well as the relevant experience and competence of the candidates. Further, in its selection process the Nomination Board has considered the diversity of the Board.
The Shareholders’ Nomination Board’s proposal on the remuneration of the members of the Board of Directors and its committees
The Nomination Board proposes that the annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore would be as follows:
- Chair of the Board shall be paid an annual remuneration of EUR 50,000
- Each Board member shall be paid an annual remuneration of EUR 25,000
The Nomination Board further proposes that should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000.
If a Board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place.
The Nomination Board further proposes that audit committee members shall be paid a meeting fee of EUR 500 per meeting and chairman of the audit committee shall be paid a meeting fee of EUR 750. If the board decides to establish other committees during its term of office, the chairman of the committee will be paid a meeting fee of 500 euros per meeting and the other members 300 euros per meeting.
Moreover, the Nomination Board proposes that the Board members’ and committee members’ travel expenses shall be reimbursed in accordance with the company's travel policy.
The above-mentioned annual remunerations are proposed to be paid in Administer Oyj shares and cash, so that 30% of the remuneration amount is paid in shares and the rest is paid in cash.
The Shareholders’ Nomination Board
Peter Aho (appointed by Peter Aho) serves as the Chair of the Shareholders’ Nomination Board and Karoliina Lindroos (appointed by Ilmarinen Mutual Pension Insurance Company), Hanna Vainio (appointed by Varma Mutual Pension Insurance Company) and Rolf Backlund (appointed by Sijoitus Oy MC Invest Ab) serve as the members of the Shareholders’ Nomination Board. Jukka-Pekka Joensuu, the Chairman of the Board of Directors, serves as an expert member of the Nomination Board.
The Shareholders’ Nomination Board has convened eight times between 1 October 2024 and 30 January 2025 and handled matters in accordance with the Charter of the Nomination Board.
The Shareholders’ Nomination Board has been unanimous in all its proposals.
In Helsinki, 29 January 2025
Administer Plc’s Shareholders’ Nomination Board
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc, Managers’ Transactions, 2 January 2025 8.30 EET
Person subject to the notification requirement
Name: Sijoitus Oy MC Invest Ab
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Markus Backlund
Position: Other senior manager
Issuer: Administer Oyj
LEI: 743700M4YLEWP2UNWG60
Notification type: INITIAL NOTIFICATION
Reference number: 89383/8/10
Transaction date: 2024-12-29
Outside a trading venue
Instrument type: FINANCIAL INSTRUMENT LINKED TO A SHARE OR A DEBT INSTRUMENT
ISIN: FI4000513411
Nature of transaction: ACCEPTANCE OF A STOCK OPTION
Transaction details
(1): Volume: 10000 Unit price: 2.45 EUR
Aggregated transactions (1):
Volume: 10000 Volume weighted average price: 2.45 EUR
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc, Managers’ Transactions, 2 January 2025 8.30 EET
Person subject to the notification requirement
Name: Sijoitus Oy MC Invest Ab
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Markus Backlund
Position: Other senior manager
Issuer: Administer Oyj
LEI: 743700M4YLEWP2UNWG60
Notification type: INITIAL NOTIFICATION
Reference number: 89389/4/4
Transaction date: 2024-12-31
Outside a trading venue
Instrument type: FINANCIAL INSTRUMENT LINKED TO A SHARE OR A DEBT INSTRUMENT
ISIN: FI4000513411
Nature of transaction: ACCEPTANCE OF A STOCK OPTION
Transaction details
(1): Volume: 20000 Unit price: 2.45 EUR
Aggregated transactions (1):
Volume: 20000 Volume weighted average price: 2.45 EUR
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc, Managers’ Transactions, 2 January 2025, 8.30 EET
Person subject to the notification requirement
Name: Kalle Lehtonen
Position: Chief Financial Officer
Issuer: Administer Oyj
LEI: 743700M4YLEWP2UNWG60
Notification type: INITIAL NOTIFICATION
Reference number: 89384/4/4
Transaction date: 2024-12-31
Outside a trading venue
Instrument type: FINANCIAL INSTRUMENT LINKED TO A SHARE OR A DEBT INSTRUMENT
ISIN: FI4000513411
Nature of transaction: ACCEPTANCE OF A STOCK OPTION
Transaction details
(1): Volume: 20000 Unit price: 2.45 EUR
Aggregated transactions (1):
Volume: 20000 Volume weighted average price: 2.45 EUR
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc, Managers' Transactions, 2 January 2025 8.30 EET
Person subject to the notification requirement
Name: Markus Backlund
Position: Other senior manager
Issuer: Administer Oyj
LEI: 743700M4YLEWP2UNWG60
Notification type: INITIAL NOTIFICATION
Reference number: 89114/10/10
Transaction date: 2024-12-29
Outside a trading venue
Instrument type: FINANCIAL INSTRUMENT LINKED TO A SHARE OR A DEBT INSTRUMENT
ISIN: FI4000513411
Nature of transaction: ACCEPTANCE OF A STOCK OPTION
Transaction details
(1): Volume: 10000 Unit price: 2.45 EUR
Aggregated transactions (1):
Volume: 10000 Volume weighted average price: 2.45 EUR
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Company release 19 December 2024 at 17.30 EET
Administer Plc’s Board of Directors has confirmed the target group, earning criteria and number of shares for the second earning period of the long-term incentive plan
The share-based incentive plan for 2024–2028 consists of three (3) three-year (3) earning periods: the calendar years 2024–2026, 2025–2027 and 2026–2028.
As part of the plan, each participant can earn Administer Plc’s shares based on the fulfilment of the earning criteria. The Board of Directors will decide on the earning criteria and the targets set for each earning criterion at the beginning of each earning period. The possible rewards under the incentive plan will be paid after the end of each earning period.
In the 2025–2027 earning period, the earning of rewards will be based on the following earning criteria:
- The company’s EBITDA (70%) in 2025–2027
- The company’s net sales (30%) in 2025–2027
The gross rewards payable under the 2025–2027 earning period correspond to the value of maximum of 906,600 Administer Plc shares, including the portion to be paid in cash. In the 2025–2027 earning period, the target group of the share-based incentive plan comprises key employees determined by the Board of Directors, including the Group’s CEO and Management Team.
The rewards from the share-based incentive plan will be paid partly in Administer Plc’s shares and partly in cash. The cash portion is intended for covering taxes and tax-related costs arising from the reward to the participant. In general, no reward will be paid if a participant’s employment or service in the Group ends during the earning period.
A member of the Management Team is obligated to hold at least 25% of the net shares received under the new plan until the total value of their shareholding in the company corresponds to 35% of the value of their annual salary. This shareholding must be retained as long as the participant is a member of the Management Team.
More information:
Kimmo Herranen
CEO
Administer Plc
tel. +358 50 560 6322
kimmo.herranen@administer.fi
Certified adviser:
Evli Plc
tel. +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc Company release 6 November 2024 8.30 EET
This release is a summary of Administer’s Business Review January-September 2024. The complete report is attached to this release as a pdf-file. It is also available at www.administergroup.com/en/investors.
Administer Plc: Business Review 1 January–30 September 2024
Figures in parentheses refer to the comparison period in the previous year, unless otherwise stated.
January–September 2024
Key figures
- Net sales were EUR 56.0 million (57.6), showing a decrease of 2.7%. Due to staffing, the Group’s net sales are more affected by fluctuations in economic cycles than before.
- EBITDA was EUR 4.6 million (2.0), or 8.2% (3.5%) of the net sales. The company’s profitability programme is clearly reflected in the improved EBITDA.
- Operating profit was EUR 0.1 million (-2.3), or 0.2% (-3.9%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR -3.0 million (-3.0) in total.
July–September 2024
Key figures
- Net sales were EUR 17.6 million (18.3), showing a decrease of 3.9%.
- EBITDA was EUR 1.0 million (0.5), or 5.8% (2.5%) of the net sales.
- Operating profit was EUR -0.5 million (-1.0), or -2.8% (-5.4%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR -1.0 million (-1.0) in total.
Key events
- In March 2024, the company published its revised strategy. The strategy is based on profitable growth and efficient use of business synergies, both in the customer interface and in internal processes. Strategic projects are continuing as planned.
- The improvement in profitability compared to the corresponding period in the previous year demonstrates that the company has succeeded in making a permanent turn-around in its profitability development.
- During the review period, the acquisition of a share majority in Kuntalaskenta Oy was completed. Kuntalaskenta’s figures have been included in the Group’s figures as a subsidiary as of 1 September 2024. The ownership arrangement will strengthen the Group’s opportunities as a service provider for the public sector.
KEY FIGURES
EUR million unless otherwise stated | 1–9/ 2024 | 1–9/ 2023 | Change, % | 7–9/ 2024 | 7–9/ 2023 | Change, % | 1–12/ 2023 |
Net sales | 56.0 | 57.6 | -2.7% | 17.6 | 18.3 | -3.9% | 75.9 |
EBITDA | 4.6 | 2.0 | 128.8% | 1.0 | 0.5 | 120.5% | 2.8 |
% of net sales | 8.2% | 3.5% |
| 5.8% | 2.5% |
| 3.8% |
Operating profit (EBITA) adjusted with amortisation of goodwill |
3.2 |
0.7 |
356.7% |
0.5 |
-0.0 |
|
1.0 |
% of net sales | 5.7% | 1.2% |
| 3.0% | 0.0% |
| 1.3% |
Operating profit/loss | 0.1 | -2.3 |
| -0.5 | -1.0 |
| -3.0 |
Profit/loss before appropriations and tax | –0.1 | -2.9 |
| -0.7 | -0.8 |
| -3.9 |
Result adjusted with amortisation of goodwill | 2.5 | -0.2 |
| -0.0 | -0.3 |
| 0.1 |
% of net sales | 4.5% | -0.3% |
| -0.2% | -1.9% |
| 0.1% |
Result for the financial period | -0.5 | -3.1 |
| -1.0 | -1.3 |
| -3.9 |
Earnings per share (EPS) | -0.04 | -0.22 |
| -0.07 | -0.09 |
| -0.27 |
Return on equity (ROE), % | -4.7% | -9.7% |
| -4.7% | -9.7% |
| -14.1% |
Equity ratio, % | 45.1% | 46.5% |
| 45.1% | 46.5% |
| 44.0% |
Debt-to-equity ratio, % | 51.4% | 48.1% |
| 51.4% | 48.1% |
| 53.6% |
Personnel on average | 1,051 | 1,103 | -4.8% | 1,069 | 1,110 | -3.7% | 1,110 |
CEO’s review
I am satisfied with the implementation of our strategy, which was announced in spring 2024. Our strategic goal of making effective use of the Group's synergies is beginning to materialise on many fronts. For example, we have been able to offer our customers broader service packages. In addition to HR and financial management services, software is an important pillar of our business, and we have also utilised our group expertise in software development.
The new Group strategy is based on profitable growth and efficient use of business synergies, both in the customer interface and in internal processes. The strategy clarifies our operations as a group, providing a framework for both growth and operational development. We have four strong primary brands: Silta Oy, Econia Oy, accounting firm Administer, and EmCe Solution Partner Oy. The versatile offering of these companies creates a unique whole, where different services support one another. We are implementing our strategy in all business operations.
January–September 2024 was realised almost as planned. The one deviation from the plan mainly concerned net sales: our net sales decreased by 2.7% to EUR 56.0 million. The weak economic development in Finland and the general economic climate are reflected in the Group’s operations through our customers. Most of all, this has impacted staffing, while our net sales are also affected by the slower summer holiday season. EBITDA was EUR 4.6 million (8.2%). The measures of the profitability programme launched in August 2023 have been implemented, and we have achieved a permanent turn for the better in profitability.
During the review period, we completed the ownership arrangements of Kuntalaskenta Oy, where Administer Plc acquired the majority of shares in Kuntalaskenta Oy. Kuntalaskenta’s figures have been consolidated in the Group’s figures as a subsidiary as of 1 September 2024. The acquisition strengthens the Group’s business opportunities as a service partner for municipalities and the rest of the public sector.
The Group’s financial development in January–September 2024
In January–September, the Group’s net sales were EUR 56.0 million (57.6), showing a decrease of 2.7%. The decline in net sales was mainly due to the reduction in Econia’s net sales.
In January–September, EBITDA was EUR 4.6 million (2.0), or 8.2% (3.5%) of the net sales.
The Group’s financial development in July–September 2024
In July–September, the Group’s net sales were EUR 17.6 million (18.3), showing a decrease of 3.9%. The decline in net sales was mainly due to the reduction in Econia’s net sales.
In July–September, EBITDA was EUR 1.0 million (0.5), or 5.8% (2.5%) of the net sales. The company’s profitability programme is clearly reflected in the improved EBITDA.
Business area review
During the review period, the net sales of Silta, which offers payroll and HR services, developed positively. In January–September, the net sales increased by 2.4% and were EUR 19.4 million. In July–September, the net sales declined by 1.1% and were EUR 6.1 million. The sales pipeline looks good, and our investments in expert rental services are showing in new orders. We are seeking improvements in the efficiency of internal operations through process integration and development, which is also in line with the Group strategy.
The net sales of Econia, which offers HR services and staffing, international services, as well as domestic financial management services, declined by 9.5% to EUR 16.5 million in January–September. In July–September, the net sales declined by 9.1% and were EUR 5.1 million. The generally weak economic climate in Finland is still reflected in Econia's operations, especially in staffing. According to the Group strategy, the goal is to expand the service offering within different customer relationships. As an example of this, a large Finnish company was initially offered a financial management service, and later the customer's service package has also been expanded to include HR services and grey economy prevention services.
The net sales of Administer’s accounting firm business grew by 0.7%, amounting to EUR 13.7 million in January–September. In July–September, the net sales declined by 3.4% and were EUR 4.2 million. The accounting firm business was successful in winning extensive new projects concerning the outsourcing of financial management. These customer relationships showcase the Group's synergies and broader range of services. We have continued to expand the automation of operations and the utilisation of AI in the eFina system, making the business considerably more effective. An updated version of the mobile app was released with new additional features.
In January–September, the net sales of EmCe, which provides software services, decreased by 2.7% to EUR 5.8 million. In July–September, the net sales declined by 4.7% and were EUR 1.8 million. We have gained new customers both for our own software products for financial and payroll management and especially for the Business Central ERP business. In addition, we have successfully offered other Group services to EmCe’s customers. The EmCe product family has been expanded in terms of payroll processes, and the end-user experience has been improved. Emce's software development expertise is also increasingly utilised at the Group level.
The cyclical fluctuations in business operations are showing more clearly with the transition to quarterly reporting. Although the majority of our services are continuous in nature, the holiday season is reflected in the sales of expert and consulting services. In terms of profitability, I am confident that the turn-around achieved this year will be sustainable.
Kimmo Herranen
CEO
Outlook (new guidance on 22 October 2024)
Administer seeks to continue growth investments as well as organic and inorganic growth in 2024. Administer estimates that its net sales will be EUR 74–76 million and its EBITDA margin will be 7–9% in 2024.
Administer Plc
Board of Directors
More information
Kimmo Herranen, CEO, kimmo.herranen@administer.fi, tel. +358 50 560 6322
Kalle Lehtonen, CFO, kalle.lehtonen@administer.fi, tel. +358 400 539 968
Webinar
CEO Kimmo Herranen and CFO Kalle Lehtonen will present the result in a webinar on 6 November 2024 at 11:00 a.m. EET. Questions can be sent during the event via the chat function.
You can join the webinar at https://administer.videosync.fi/q3-2024/register.
A recording will be available after the event at https://administergroup.com/en/investors/.
Contacts
- Hyväksytty neuvonantaja:, Evli Oyj, +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc Company release 22 October 2024 8:50 EEST
Administer lowers its outlook for 2024 concerning net sales. EBITDA margin guidance will be raised. Overall economical situation in Finland has impacted especially staffing services business. The profitability programme measures announced in August 2023 are implemented which focuses on permanent improving profitability.
New outlook for 2024
Administer estimates that its net sales will be EUR 74–76 million and its EBITDA margin will be 7–9% in 2024.
Previous outlook for 2024
Administer seeks to continue growth investments as well as organic and inorganic growth in 2024. Administer estimates that its net sales will be EUR 76–81 million and its EBITDA margin will be 6–9% in 2024.
Administer will publish the business review January-September 2024 on Wednesday 6 November 2024.
Additional information:
Kimmo Herranen
CEO
tel. +358 50 560 6322
kimmo.herranen@administer.fi
Certified advisor:
Evli Oyj
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
| Shareholders | Date | % of Shares | % of Votes |
|---|---|---|---|
| Peter Aho | 31.03.2025 | 47.2% | 47.2% |
| Ilmarinen Mutual Pension Insurance Company | 31.03.2025 | 8.7% | 8.7% |
| Sijoitus Oy MC Invest Ab | 31.03.2025 | 8.4% | 8.4% |
| Oy Fincorp Ab | 31.03.2025 | 3.4% | 3.4% |
| Rantalainen-Yhtiöt Oy | 31.03.2025 | 3% | 3% |
| Varma Mutual Pension Insurance Company | 31.03.2025 | 2.4% | 2.4% |
| Salmivala Maria-elina | 31.03.2025 | 2% | 2% |
| Oy Talcom AB | 31.03.2025 | 1.9% | 1.9% |
| Kimmo Herranen | 31.03.2025 | 1.6% | 1.6% |
| Elo Mutual Pension Insurance Company | 31.03.2025 | 1.2% | 1.2% |
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Company Facts
Guidance
Administer estimates that its net sales will be EUR 72–78 million and its EBITDA margin will be 7–10% in 2025.
Financial targets
Financial targets 2026: Revenue of EUR 100m and an EBITDA-margin of 15%
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