NOTICE OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING
Digitalist Group Plc
Notice of Annual general meeting
31.3.2023 at
14.00
NOTICE OF DIGITALIST GROUP PLC’S ANNUAL
GENERAL MEETING
Notice is given to the shareholders of
Digitalist Group Plc to the Annual General Meeting to be held on
Wednesday 26 April 2023 at 4 p.m. at Siltasaari 10, Siltasaarenkatu
8-10 (entrance from Paasivuorenkatu), 00530 Helsinki. The reception
of participants and the distribution of voting tickets will begin
at 3:15 p.m., as will the coffee service preceding the
meeting.
A. MATTERS ON THE AGENDA OF THE GENERAL
MEETING
The following matters will be considered at the
General Meeting:
1. Opening of the
meeting2. Calling
the meeting to
order3. Election
of person to scrutinize the minutes and to supervise the counting
of
votes4. Recording
the legality of the
meeting5. Recording
the attendance at the meeting and adoption of the list of
votes6. Presentation
of the financial statement, the report of the Board of Directors,
and the auditor’s report for the year
20227. Adoption
of the financial
statements8. Resolution
on the use of the profit shown on the balance sheet and the payment
of dividendsThe Board of Directors proposes that
distributable assets be left in the equity and that no dividend for
the financial period 2022 be paid to shareholders.
9. Resolution on the
discharge of the members of the Board of Directors and the Managing
Director from
liability10. Handling
of the Remuneration Report for governing bodiesThe Board
of Directors proposes to approve the Remuneration Report for
governing bodies. According 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
https://investor.digitalistgroup.com/investor/governance/annual-general-meeting.
11. Resolution on the
remuneration of the members of the Board of Directors and on the
grounds for compensation of travel expensesThe company’s
largest shareholder, Turret Oy Ab, whose total share of the
company’s shares and votes is approximately 49.33 per cent,
proposes that the fees paid to the elected members of the Board of
Directors be kept unchanged, and would thus 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
- Other members of the Board of
Directors: EUR 20,000/year and EUR 250/meeting
- For the meetings of potential Board
committees, EUR 500/meeting to the Chairman 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.
12. Resolution on the
number of members of the Board of DirectorsUnder the
Articles of Association, the company’s Board of Directors shall
have at least 5 and at most 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
49.33 per cent, proposes that six ordinary members be elected to
the Board of Directors.
13. Election of the
members of the Board of DirectorsThe 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 49.33 per cent, proposes that the current members of
the Board, Paul Ehrnrooth, Andreas Rosenlew, Esa Matikainen, Peter
Eriksson, Maria Olofsson and Johan Almquist, 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 https://digitalist.global in
the “Investors” section (Governance/Annual General Meeting).
14. Resolution on the
remuneration of the auditorThe Board of Directors proposes
that remuneration for the auditor be paid against the auditor’s
invoice approved by the company.
15. Election of the
auditorThe Board of Directors proposes that KPMG Oy Ab,
who have named Authorized Public Accountant Miika Karkulahti as the
principal auditor, be re-elected as auditor.
16. Authorisation
of the Board of Directors to decide on share issues and on granting
special rights entitling to sharesThe 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 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 implement an
incentive scheme.
The authorisation is proposed to be effective
until the Annual General Meeting held in 2024, yet no further than
until 30 June 2024.
The decision concerning the authorisation
requires a qualified majority of at least two thirds of the votes
cast and shares represented at the meeting.
17. Authorising the Board
of Directors to decide on the acquisition of own 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 non-restricted equity, 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 Annual General
Meeting. The repurchase 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 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 laws 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 is proposed to include the
right of 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 2024, yet
no further than until 30 June 2024.
The decision concerning the authorisation
requires a qualified majority of at least two thirds of the votes
cast and shares represented at the meeting.
18. Amendment of Article
8 of the Articles of AssociationThe Board of Directors
proposes that the company’s Annual General meeting resolve 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. The amendments would
allow the General Meeting to be held not only in the company’s
domicile, but also, if the Board so decides, completely without a
meeting place. After the amendments, the section of the Articles of
Association identified above 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.”
19. 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://investor.digitalistgroup.com/investor/governance/annual-general-meeting
no later than 21 days prior to the General Meeting: the
aforementioned proposals on the agenda for the meeting, the
company’s financial statements, the report of the Board of
Directors, the auditor’s report, the remuneration report, 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 the shareholders on request. Otherwise, no
separate notice of the meeting will be sent to the shareholders.
The minutes of the Annual General Meeting will be available on the
above-mentioned website at the latest on 28 April 2023.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN
THE GENERAL MEETING
1. Right to attend and
registration
Shareholders who are
on the record date of the General Meeting, Friday April 14, 2023,
registered in the company’s shareholders’ register, maintained by
Euroclear Finland Oy, 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 4:00 p.m. on Tuesday, April 18, 2023. Advance notice of
attendance may be given:
- by using the form in
the “Investors” section of the company’s website at
https://digitalist.global;
- via email to
yhtiokokous@digitalistgroup.com;
- by mail to Digitalist Group
Plc/General Meeting, Siltasaarenkatu 18-20, 00530 Helsinki,
Finland; or
- by telephone
between 9:00 a.m. and 4:00 p.m. to Aila Mettälä, tel. +358 40 531
0678
When giving an advance notice of the attendance,
please state the shareholder’s name, date of birth/business ID,
address, telephone number and the name and date of birth of any
assistant or 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.
2. Proxy representative and proxy
documents
A shareholder may participate in a General
Meeting and exercise their rights at the 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 at the General
Meeting. When a shareholder participates in the General Meeting
through several proxy representatives representing the shareholder
with shares at 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. Possible proxy documents shall be delivered to the company
as email attachments (e.g. pdf) or by mail to the above-mentioned
registration address before the last date for registration.
3. 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, on the record date of the General
Meeting, i.e. on Friday April 14 2023, would be entitled to be
registered in the shareholders’ register of the company maintained
by Euroclear Finland Ltd. Holders of nominee-registered shares are
advised to request without delay the necessary instructions
regarding the registration in the temporary shareholders’ register
of the company, the issuing of proxy documents and registration for
the General Meeting from their custodian bank. The account
management organisation of the custodian bank shall register a
holder of nominee-registered shares who wishes to participate in
the Annual General Meeting into the temporary shareholders’
register of the company at the latest at 10 a.m. on Friday 21 April
2023.
4. Other instructions and
information
The language of the
meeting is Finnish.
Pursuant to Chapter 5 Section 25 of the Limited
Liability Companies Act, shareholders who are present at the
General Meeting are entitled to request information on matters
discussed at the meeting.
On the date of this notice of the General
Meeting, 31 March 2023, the total number of shares in Digitalist
Group Plc, and votes represented by such shares, is
682.422.746.
Helsinki, 31.3.2023
DIGITALIST GROUP PLC Board of Directors
For further information, please contact:
Magnus Leijonborg, CEO, tel. +46 76 315 8422,
magnus.leijonborg@digitalistgroup.com
Esa Matikainen, Chairman of the Board, tel. +358 40
506 0080, esa.matikainen@digitalistgroup.com
Distribution:
Nasdaq Helsinki LtdMain
mediahttps://digitalist.global
- AGM Notice_Digitalist_Group_EN_2023
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