DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF DIGITALIST GROUP PLC, INCLUDING A RESOLUTION ON THE SHARE CONSOLIDATION
Digitalist Group Plc Stock Exchange Release 13 August 2025 at 11:15
DECISIONS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 13 AUGUST 2025
The Extraordinary General Meeting of Digitalist Group Plc was held on 13 August 2025 in Helsinki. The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, on the following matters:
Share consolidation and the related directed free share issue and redemption of shares
The Extraordinary General Meeting resolved on the consolidation of the Company’s shares, meaning a reduction in the number of shares, and on the related directed free share issue and redemption of shares without consideration.
The share consolidation will be implemented in the book-entry system after the close of trading on 15 August 2025 (the “Consolidation Date”).
The arrangement will be carried out through a directed free share issue by transferring the Company’s own shares held in treasury without consideration, and by redeeming the Company’s shares without consideration, so that after the measures, each current 250 shares of the Company will correspond to one (1) share in the Company.
The objective of the share consolidation is to improve the trading conditions of the Company’s shares by increasing the value per share and improving the price formation of the share. It would not be possible to implement the share redemption required for the consolidation with a sufficiently high redemption ratio without the simultaneous directed free share issue. The share consolidation is in the best interests of the Company and all its shareholders, and there is thus a particularly weighty financial reason from the Company’s perspective and considering the interests of all shareholders for the consolidation and the related share issue and redemption. The arrangement will not affect the Company’s equity.
To avoid the creation of fractional shares, the Company will, as part of the share consolidation, transfer its own shares held in treasury without consideration through a directed free share issue in such a way that the number of shares recorded in each book-entry account holding Digitalist Group Plc’s shares on the Consolidation Date will be made divisible by 250. The maximum number of treasury shares to be transferred in the directed free share issue without consideration will be 4,850,000 shares. The Board of Directors was authorised to decide on all other matters related to the transfer of own shares without consideration.
Simultaneously with the aforementioned transfer of the Company’s shares, the Company will redeem from each shareholder’s book-entry account on the Consolidation Date without consideration a number of shares determined by multiplying the number of shares on each book-entry account by the factor 249/250 (the “Redemption Ratio”). Thus, for every 250 Company shares, 249 Company shares will be redeemed. The Board of Directors was authorised to decide on all other matters relating to the redemption of shares. The shares redeemed in connection with the share consolidation will be cancelled immediately upon redemption and will not increase the number of the Company’s own shares held in treasury. Additionally, in connection with the consolidation, a number of the Company’s own treasury shares will be cancelled so that the number of own shares held by the Company and the total number of shares in the Company will both become divisible by 250, and the number of treasury shares will decrease proportionally to the Redemption Ratio.
The cancellation of shares and the Company’s new total number of shares is intended to be registered with the Finnish Trade Register by approximately 18 August 2025. Trading with the Company’s shares under the new total number of shares is expected to commence on Nasdaq Helsinki with a new ISIN code (FI4000591698) on or about 18 August 2025.
The implementation of the share consolidation is conditional on the ability to make the number of shares recorded in each book-entry account divisible by 250 on the Consolidation Date within the maximum number of own shares to be transferred as described above.
Furthermore, the Extraordinary General Meeting authorised the Board of Directors to amend the terms of the Company’s issued special rights and option rights to take into account the share consolidation.
If implemented, the arrangement will not require any action from shareholders. If necessary, the trading of the Company’s shares on Nasdaq Helsinki may be temporarily suspended to allow for the required technical arrangements related to the consolidation.
Authorisation of the Board of Directors to decide on share issues and on granting special rights entitling to shares
The Extraordinary General Meeting resolved to authorise the Board of Directors to decide on a share issue, which may be either against payment or without payment, as well as on granting option rights and other special rights entitling to shares that are set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of all or some of the aforementioned instruments in one or more tranches on the following terms and conditions:
The total number of the Company’s treasury shares and new shares to be issued under the authorisation may not exceed 1,386,000 shares, which corresponds to approximately 50 percent of all the Company’s shares following the share consolidation.
Within the limits of the aforementioned authorisation, the Board of Directors may decide on all terms and conditions applied to the share issue and to the special rights entitling to shares, such as that the payment of the subscription price may take place not only by cash but also by setting off receivables that the subscriber has from the Company.
The Board of Directors shall be entitled to decide on crediting the subscription price either to the Company’s share capital or, entirely or in part, to the invested unrestricted equity fund.
The share issue and the issuance of special rights entitling to shares may also take place in a directed manner in deviation from the pre-emptive rights of shareholders if there is a weighty financial reason for the Company to do so, as set out in the Limited Liability Companies Act. In such a case, the authorisation may be used to finance corporate acquisitions or other investments related to the operations of the Company, to maintain and improve the solvency of the Group, and to carry out an incentive scheme.
The authorisation is valid until the Annual General Meeting to be held in 2026, however no later than 30 June 2026, and it cancels the corresponding authorisation granted by the Annual General Meeting on 29 April 2025.
Authorising the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of the Company’s treasury shares
The Extraordinary General Meeting resolved to authorise the Board of Directors to decide on acquiring or accepting as pledge, using the Company’s distributable funds, a maximum of 270,000 treasury shares, which corresponds to approximately 10 percent of the Company’s total shares following the share consolidation. The acquisition may take place in one or more tranches. The acquisition price shall not exceed the highest market price of the share in public trading at the time of the acquisition.
In executing the acquisition of treasury shares, the Company may enter into derivative, share lending or other contracts customary in the capital market, within the limits set out in laws and regulations. The authorisation entitles the Board to decide on an acquisition in a manner other than in proportion to the shares held by the shareholders (directed acquisition).
The Company may acquire the shares to execute corporate acquisitions or other business arrangements related to the Company’s operations, to improve its capital structure, or to otherwise further transfer the shares or cancel them.
The authorisation includes the right for the Board of Directors to decide on all other matters related to the acquisition of shares. The authorisation is valid until the Annual General Meeting to be held in 2026, however no later than 30 June 2026, and it cancels the corresponding authorisation granted by the Annual General Meeting on 29 April 2025.
Minutes of the Extraordinary General Meeting
The minutes of the Extraordinary General Meeting will be available on the Company’s website no later than 27 August 2025.
DIGITALIST GROUP PLC
Board of Directors
For further information, please contact:
CEO Magnus Leijonborg, tel. +46 76 315 8422, magnus.leijonborg@digitalistgroup.com
Chair of the Board: Esa Matikainen, tel. +358 40 506 0080, esa.matikainen@digitalistgroup.com
Distribution:
Nasdaq Helsinki Ltd
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