Digitalist Group Plc 4 April 2025 at 09:00
NOTICE OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING
Notice is given to the shareholders of Digitalist Group Plc (“Company”) of the Annual General Meeting to be held on Tuesday 29 April 2025 at 4 p.m. at the address Siltasaarenkatu 18-20 C, 00530 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.15 p.m. Coffee will be served before the meeting to participants in the meeting.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
The following matters will be considered at the General Meeting:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for 2024
- Adoption of the financial statements
- Resolution on the use of the loss shown on the balance sheet and on the distribution of assets
The Board of Directors proposes that the loss EUR −5,520,249.94 indicated by the financial statements for 2024 be recorded in the Company’s profit and loss account, and that no dividend be paid to shareholders for the financial period 2024.
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2024 to 31 December 2024
- Consideration of the remuneration report for governing bodies
The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2024 be approved. Pursuant to the Finnish Limited Liability Companies Act, the resolution on the remuneration report is advisory.
The remuneration report is available on Digitalist Group Plc’s website at https://digitalistgroup.com/agm.
- Resolution on the remuneration of the members of the Board of Directors and the grounds for compensation of travel expenses
The Company’s largest shareholder, Turret Oy Ab, whose total share of the Company’s shares and votes is approximately 48.55 per cent, proposes that the fees paid to the members of the Board of Directors to be elected remain unchanged and would thus be as follows:
- Chair of the Board: EUR 40,000/year and EUR 500/meeting
- Deputy Chair of the Board: EUR 30,000/year and EUR 250/meeting
- Other members of the Board of Directors: EUR 20,000/year and EUR 250/meeting
- For the meetings of possible Board committees, EUR 500/meeting to the Chair and EUR 250/meeting to a member
It is proposed that travel expenses be reimbursed in accordance with the Company’s regulations concerning travel reimbursements.
- Resolution on the number of Members of the Board of Directors
According to the Articles of Association, the Company’s Board of Directors shall have at least five (5) and at most nine (9) members.
The Company does not have a Nomination Committee. The Company’s largest shareholder Turret Oy Ab, whose total share of the Company’s shares and votes is approximately 48.55 per cent, proposes that six (6) ordinary members be elected to the Board of Directors.
- Election of the Members of the Board of Directors
The Company does not have a Nomination Committee. The Company’s largest shareholder Turret Oy Ab, whose total share of the Company’s shares and votes is approximately 48.55 per cent, proposes that the current members of the Company’s Board of Directors, Paul Ehrnrooth, Andreas Rosenlew, Esa Matikainen, Peter Eriksson, Johan Almquist and Magnus Wetter be re-elected as members of the Board.
More detailed personal information and the evaluation of the independence of the proposed members of the Board are available on the Company’s website at https://investor.digitalistgroup.com/fi/investor/governance/board-of-directors. If the proposal is accepted, the Company would not follow the recommendation number 8 of the Securities Market Association’s Finnish Corporate Governance Code 2020 applicable during the transition period, which states that the board must include both genders, with the rationale being overall consideration.
- Resolution on the remuneration of the auditor
The Board of Directors proposes that remuneration for the auditor be paid against the auditor’s invoice approved by the Company.
- Election of the auditor
The Board of Directors proposes that KPMG Oy Ab, who have named Authorized Public Accountant Miika Karkulahti as the principal auditor, be re-elected as the Company’s auditor.
- Authorisation of the Board of Directors to decide on share issues and on granting special rights entitling to shares
The Board of Directors proposes that the General Meeting authorise the Board to decide on a paid share issue and 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 346,715,227, which corresponds to approximately 50 per cent of all the Company’s shares at the time of convening the Annual General Meeting.
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 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 as well as to maintain and improve the solvency of the Group and to carry out an incentive scheme.
The authorisation is proposed to be effective until the Annual General Meeting held in 2026, yet no further than until 30 June 2026.
The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
- Authorising the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of the Company’s treasury shares
The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on acquiring or accepting as pledge, using the Company’s distributable funds, a maximum of 69,343,000 treasury shares, which corresponds to approximately 10 per cent of the Company’s total shares at the time of convening the Annual General Meeting. 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 a 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 is proposed to include the right for the Board of Directors to decide on all other matters related to the acquisition of shares. The authorisation is proposed to be effective until the Annual General Meeting held in 2026, yet no further than until 30 June 2026.
The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
- Resolution on possible measures for improving the Company’s financial situation
According to Chapter 20 Section 23(3) of the Limited Liability Companies Act, if the Board of Directors of a public limited company notices that the company’s equity is less than half of the share capital, the Board of Directors shall, without delay, draw up financial statements and the report of the Board of Directors to ascertain the financial position of the company. If, according to the balance sheet, the equity of the company is less than half of the share capital, the Board of Directors shall, without delay, convene a general meeting to consider measures to remedy the financial position of the company.
According to section 7 of the notice of the General Meeting, the financial statements for the financial period 1 January 2024-31 December 2024 to be presented to the General Meeting show that the Company’s equity is less than half of the Company’s share capital provided that subordinated capital loans are disregarded in the assessment.
From the Report of the Board of Directors in the financial statements of the Company appears the conversion of the entire principal and interest of Convertible Bonds 2021/1, 2021/2, 2021/3 and 2021/4, announced by the Company on 30 December 2024, into subordinated loans in accordance with Chapter 12 of the Limited Liability Companies Act, measures that have supported and will continue to support the Company’s balance sheet and solvency.
The Board of Directors of the Company does not immediately propose any other measures to remedy the Company’s financial position, but the Company actively evaluates other possibilities and means to support the Company’s financial position.
- Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The following documents will be made available to the shareholders on Digitalist Group Plc’s website at https://digitalistgroup.com/agm no later than three weeks prior to the General Meeting: the aforementioned proposals on the agenda for the meeting, Digitalist Group Plc’s financial statements, the report of the Board of Directors, the auditor’s report, the remuneration report for 2024 and this notice. The said documents will also be available at the General Meeting. In addition, copies of the said documents and of this notice will be mailed to shareholders on request. Otherwise, no separate notice of the General Meeting will be sent to the shareholders. The minutes of the General Meeting will be available on the above-mentioned website at the latest on 13 May 2025.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
- Right to participate and registration
Shareholders who are on the record date of the General Meeting, 15 April 2025, registered in the Company’s shareholders’ register, maintained by Euroclear Finland Ltd, are entitled to attend the meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the shareholders’ register of the Company.
Shareholders who wish to attend the General Meeting must give advance notice of their attendance, and the Company must receive such notice, no later than by 4 p.m. on 24 April 2025. Registration for the General Meeting takes place:
- Via Company’s website at https://digitalistgroup.com/agm in accordance with the instructions provided therein;
- by email to yhtiokokous@digitalistgroup.com;
- by mail to Digitalist Group Plc/General Meeting, Siltasaarenkatu 18-20, 00530 Helsinki, Finland;
- by telephone between 9:00 and 16:00 to Aila Mettälä at +358 40 531 0678;
When giving an advance notice of attendance, please state the shareholder’s name, date of birth / business ID, address, telephone number and the name of any assistant or proxy representative and date of birth of the proxy representative. Personal data provided to the Company by its shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting.
- Proxy representative and proxy documents
A shareholder may participate in the General Meeting, and exercise their rights at the General Meeting, by way of proxy representation.
The shareholder’s proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. If a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Please furnish the Company with any proxy documents as an email attachment (e.g. in PDF) or by mail, using the above-mentioned contact information for registration, before the last date for registration. In addition to submitting proxy documents, shareholders or their proxy representatives must ensure that they have registered for the General Meeting in the manner described above in this notice.
Shareholders can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In this case, the shareholder authorizes a proxy that he/she/it nominates in the Suomi.fi authorization service on the website suomi.fi/e-authorizations (using the mandate theme “Representation at the General Meeting”). In connection with the General Meeting service, any person so authorized must identify themselves with strong electronic identification in connection with the registration, after which the electronic authorization will be checked automatically. Strong electronic identification works with online banking credentials or Mobile ID. More information on the electronic authorization service is available on the website suomi.fi/e-authorizations.
- Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which they would be entitled to be registered in the shareholders’ register of the Company, maintained by Euroclear Finland Ltd, on 15 April 2025.
Holders of nominee-registered shares are advised to contact their asset managers for information on how to enter the shareholders’ register, on the issuance of proxies and on submitting their notice of attendance in the General Meeting well before the meeting. The account management organisation of the custodian bank must register any holder of nominee-registered shares who wishes to participate in the General Meeting into the temporary shareholders’ register of the Company by 10 a.m. on 24 April 2025 at the latest.
- Other instructions and information
The language of the meeting is mainly Finnish.
Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.
On the date of this notice of the General Meeting the total number of shares in Digitalist Group Plc, and votes represented by such shares, is 693,430,455.
In Helsinki on 4 April 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
Main media
https://digitalist.global
