DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 26 APRIL 2023 AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS
Digitalist Group Oyj Stock exchange release 26 April 2023 at 20:00
DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 26 APRIL 2023 AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS
DECISIONS OF THE ANNUAL GENERAL MEETING
Participants in the Annual General Meeting
Five shareholders were represented at the Annual General Meeting, representing 502.349.062 shares and votes (approximately 73,61% of the total number of shares and votes).
Adoption of the financial statements
The Annual General Meeting of Digitalist Group Plc adopted the company’s financial statements and consolidated financial statements for the financial period 1 January -31 December 2022.
Use of the profit shown on the balance sheet and distribution of dividend
The Annual General Meeting resolved that distributable assets be left in the equity and that no dividend for the financial period 2022 be paid to shareholders.
Resolution on the discharge from liability of the members of the Board of Directors and the Managing Directors
The Annual General Meeting discharged members of the Board of Directors and the Managing Directors from liability for the financial period 1 January - 31 December 2022.
Handling of the remuneration report for governing bodies
The remuneration report for governing bodies of the company was considered and accepted by the Annual General Meeting.
Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting resolved that the fees paid to the members of the Board of Directors will remain the same and be as follows:
- Chairman of the Board: EUR 40,000/year and EUR 500/meeting
- Deputy Chairman of the Board: EUR 30,000/year and EUR 250/meeting
- Members of the Board of Directors: EUR 20,000/year and EUR 250/meeting
- For the meetings of a Board committee, EUR 500/meeting to the Chairman and EUR 250/meeting to a member
Travel expenses will be reimbursed in accordance with the company’s regulations concerning travel reimbursements.
Resolution on the number of members of the Board of Directors
The Annual General Meeting resolved to elect six ordinary members to the Board of Directors.
Election of the members of the Board of Directors
The Annual General Meeting elected Paul Ehrnrooth, Andreas Rosenlew, Esa
Matikainen, Peter Eriksson, Maria Olofsson and Johan Almquist as ordinary members of the Board.
Appointment of the auditor and resolution on the remuneration of the auditor
Audit firm KPMG Oy Ab was appointed as the company’s auditor, with KHT auditor Miika Karkulahti as the principal auditor. It was decided that the auditor’s fees will be paid against an invoice approved by the company.
Authorising the Board of Directors to decide on share issues and on granting special rights entitling to shares
The Annual General Meeting authorised the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares as 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 shares in the company’s possession and the new shares to be issued under the authorisation may not exceed 341,211,370, which corresponds to 50 per cent of all company 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.
Shares as well as special rights entitling to shares may also be issued in a way that deviates from the pre-emptive rights of shareholders if a weighty financial reason for the company to do this exists as laid 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 as well as to maintain and improve the solvency of the group of companies and to carry out an incentive scheme.
The authorisation will remain in effect until the Annual General Meeting held in 2024, yet no further than until 30 June 2024.
Authorisation of the Board of Directors to acquire own shares
The Annual General Meeting authorized the Board to decide on acquiring or accepting as pledge, using the company’s distributable assets, a maximum of 68,242,000 own shares, which corresponds to around 10 per cent of the company’s total shares at the time of convening the meeting. The acquisition may take place in one or more tranches. The acquisition price will not exceed the highest market price of the share in public trading at the time of the acquisition.
In executing the acquisition of its own shares, the company may enter into derivative, share lending and other contracts customary in the capital market, within the limits set out in law and regulations. The authorisation also entitles the Board to decide on a directed acquisition, i.e. on acquiring shares in a proportion other than that of the shares held by the shareholders.
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 will be in effect until the Annual General Meeting held in 2024, yet no further than until 30 June 2024.
Amendment of Article 8 of the Articles of Association
The Annual General meeting resolved to amend “Article 8 Notice of General Meeting” of the Articles of Association so that the meeting place is included in the title and the regulations concerning the meeting place and holding a remote meeting are added to the second paragraph.
After the amendments, the Article 8 of the Articles of Association reads as follows:
“8 § Notice of General Meeting and meeting place
The notice of the General Meeting shall be published on the company's website no earlier than three (3) months and no later than three (3) weeks before the General Meeting, however, always at least nine (9) days before the record date of the General Meeting. In order to be entitled to participate in the General Meeting, a shareholder must register with the company no later than on the date set by the Board of Directors, which can be no earlier than ten (10) days before the meeting.
The General Meeting is held at the company's domicile. The Board of Directors may also resolve that the General Meeting is organized without a meeting place, so that the shareholders will use their full decision-making power in real time with the help of a data connection and a technical aid during the meeting.”
DECISIONS OF THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS
In its organizing meeting, the Board of Directors of Digitalist Group Plc resolved to elect Esa Matikainen as the chairman of the board of directors and Andreas Rosenlew as the vice chairman of the Board of Directors.
The Board resolved to elect Esa Matikainen as chairman of the Audit Committee and Peter Eriksson and Maria Olofsson as members of the Audit Committee. The Board of Directors has evaluated the independence of the Committee members in compliance with the recommendations of the Finnish Corporate Governance Code 2020 as follows. Esa Matikainen and Maria Olofsson are independent of the company and independent of a significant shareholder. Peter Eriksson is independent of the company and dependent on a significant shareholder.
DIGITALIST GROUP PLC
Board of Directors
For more information, please contact:
Digitalist Group Plc
CEO Magnus Leijonborg,
Tel. +358 40 865 4252, [email protected]
Chairman of the Board Esa Matikainen
Tel. +358 358 40 506 0080, [email protected]
Distribution:
Nasdaq Helsinki Ltd
Main media
https://digitalist.global
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