NOTICE OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING
Digitalist Group
Plc Stock Exchange
Release 1
April 2022 at
18:00
Notice is given to the shareholders of
Digitalist Group Plc to the Annual General Meeting to be held on
Tuesday 26 April 2022 at 3 p.m. at the company’s head office in
Helsinki. Shareholders and their proxy representatives may
participate in the meeting only by voting in advance and by making
counterproposals and presenting questions in advance in accordance
with the notice of the General Meeting and other instructions by
the company. It is not possible to attend the meeting in
person.
The Board of Directors of the company has
resolved on an exceptional meeting procedure under the act on
temporary derogation from the Limited Liability Companies Act, the
Limited Liability Housing Companies Act, the Co-operatives Act, the
Associations Act and certain other corporation legislation to limit
the spread of the COVID-19 epidemic (375/2021) which entered into
force on 8 May 2021. In order to contain the spread of the COVID-19
pandemic, the Annual General Meeting will be held without the
presence of the shareholders or their proxy representatives. This
is necessary in order to ensure the health and safety of the
company’s shareholders, personnel and other stakeholders as well as
to organize the meeting in a predictable way allowing equal means
for shareholders to participate. For these reasons, shareholders
and their proxy representatives can participate in the meeting and
exercise shareholder rights only by voting in advance and by
submitting counterproposals and asking questions in advance.
Further instructions are provided below in this notice in section C
Instructions for the participants in the General Meeting. The Board
of Directors and CEO of the company will not be participating in
the meeting. There will be no addresses by the Board or management,
and no webcast will be provided.
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
orderAttorney-at-Law Harri Tolppanen will act as the
Chairman of the meeting.
Should Harri Tolppanen be prevented from acting as
Chairman for a weighty reason, the Board will appoint another
person it deems most suitable to act as Chairman.
3. Election of person to
scrutinize the minutes and to supervise the counting of
votesAttorney-at-Law Jarkko Hankaa will scrutinize the
minutes and supervise the counting of votes at the meeting.
Should Jarkko Hankaa be prevented from acting as
the person to scrutinize the minutes and to supervise the counting
of votes for a weighty reason, the Board will appoint another
person it deems most suitable to act as the person to scrutinize
the minutes and to supervise the counting of votes.
4. Recording the legality
of the meeting5. Recording the
attendance at the meeting and adoption of the list of
votesAll shareholders attending who have voted in advance
and who in accordance with Chapter 5, Sections 6 and 6a of the
Finnish Limited Liability Companies Act are entitled to attend the
meeting will be recorded to have attended the meeting. The list of
votes will be adopted on the basis of information provided by
Euroclear Finland Ltd.
6. Presentation of the
financial statement, the report of the Board of Directors, and the
auditor’s report for the year 2021Since the Annual General
Meeting may only be attended through advance voting, the report of
the Board of Directors, the financial statements and the auditor’s
report, published by the company on 31 March 2022, are considered
to have been presented to the Annual General Meeting. The
publications are available on the company’s website at
https://investor/digitalistgroup.com/investor/governance/annual-general-meeting.
7. 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 2021 be paid to shareholders.
Digitalist Group Plc's result for the 2021
financial period shows a loss of EUR 5,799,011.20, due to which
shareholders do not have the right to demand for minority dividend
as referred to in Chapter 13 Section 7 of the Finnish Limited
Liability Companies Act.
9. Resolution on the
discharge of the members of the Board of Directors and the Managing
Directors from
liability10. Handling of the
Remuneration Report for governing bodiesSince the Annual
General Meeting may only be attended through advance voting, the
remuneration report published by the company on 31 March 2022 is
considered to have been presented to the Annual General Meeting.
The remuneration report is available on Digitalist Group Plc's
website
https://investor.digitalistgroup.com/investor/governance/annual-general-meeting.
The resolution on the remuneration report is advisory.
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 46.89 per cent,
proposes that fees paid to the elected members of the Board of
Directors remain unchanged, so that they are 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 a potential Board
committee, 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 must 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
46.89 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 46.89 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
evaluation of the independence of the proposed members of the Board
is 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 the 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 number of shares to be issued under the
authorisation may not exceed 325,511,370, which corresponds to
approximately 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 is proposed to be effective
until the Annual General Meeting held in 2023, yet no further than
until 30 June 2023.
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. Authorizing 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 65,102,000 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 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 2023, yet
no further than until 30 June 2023.
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. 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 policy, 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 who request them.
Otherwise, no separate notice of the meeting will be sent to the
shareholders. The minutes of the Extraordinary General Meeting will
be available on the above-mentioned website at the latest on 28
April 2022.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN
THE GENERAL MEETING
In order to contain the spread of the COVID-19
pandemic, the Annual General Meeting will be held so that the
shareholder or their proxy representative cannot be present at the
venue. This is necessary especially in order to ensure the health
and safety of the shareholders, employees and other stakeholders of
the company. Shareholders and their proxy representatives can
participate in the meeting and exercise their shareholder rights
only by voting in advance and by making counterproposals and
presenting questions in advance.
1. Shareholders registered in the
shareholders’ register
Shareholders who are on the record date of the
General Meeting, Tuesday 12 April 2022, 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. A
shareholder may not participate in the General Meeting in any other
manner than by voting in advance in the manner described below as
well as by making counterproposals and presenting questions in
advance. If you do not have a Finnish book-entry account, please
see section 4. Holders of nominee-registered shares.
2. Registration and advance
votingThe registration period and advance voting period
commence on Tuesday 5 April 2022, when the term for submitting
counterproposals to be put to a vote has expired. Shareholders
entered in the shareholders’ register of the company who wish to
attend the General Meeting by voting in advance must give notice of
their attendance and vote in advance by, and the company must have
received such notice and votes by, 12 noon on Tuesday 19 April 2022
at the latest.
In connection with the registration, requested
information such as the name, personal identification number,
address and telephone number of the shareholder as well as
requested information on a possible proxy representative, such as
the name and personal identification number of the proxy
representative, must be provided. Personal data provided by the
shareholders is used only in connection with the General Meeting
and with processing the necessary registrations related to the
meeting.
Shareholders with a Finnish book-entry account
can register and vote in advance on the matters on the agenda of
the General Meeting during the period 5 April 2022 at 10 a.m.
- 19 April 2022 at 12 noon by the following means:
a) through the company’s
website at
https://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting
Please note that the number of the shareholder’s
book-entry account is required for voting in advance. The terms and
other instructions concerning electronic voting and other related
instructions are available on the company’s website
athttps://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting.
b) via mail or email
Shareholders may submit the advance voting form
available on the company’s website at https://investor.
digitalistgroup.com/fi/investor/governance/annual-general-meeting
to Euroclear Finland Ltd by mail to the address Euroclear Finland
Ltd, Annual General Meeting / Digitalist Group Plc, P.O. Box 1110,
00101 Helsinki, Finland, or by email to yhtiokokous@euroclear.eu.
The voting form will be available on the company’s website as of
Tuesday 5 April 2022.
When submitting a voting form, a representative
or proxy of a shareholder must produce a dated proxy document or
otherwise in a reliable manner demonstrate their right to represent
the shareholder at the General Meeting.
If a shareholder participates in the General
Meeting by delivering votes in advance to Euroclear Finland Ltd,
the delivery of the votes shall constitute due registration for the
General Meeting.
The terms and other instructions concerning
voting by mail or e-mail are available on the company’s website at
https://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting.
3. Proxy representative and proxy
documents
A shareholder may participate in a General
Meeting by way of proxy representation. A proxy representative of a
shareholder must also vote in advance in the manner described in
this notice. The 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 by means of 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 should be delivered by
regular mail to Euroclear Finland Ltd, Annual General Meeting /
Digitalist Group Plc, P.O. Box 1110, 00101 Helsinki, Finland, or by
e-mail to yhtiokokous@euroclear.eu before the end of the
registration period, by which time the documents must be received
by Euroclear Finland Oy.
Delivery of a proxy document and votes in
advance to Euroclear Finland Oy before the expiration of the period
for the notice of participation constitutes due registration for
the General Meeting if the information required for registering for
the meeting set out in C.2. above is included in the documents.
4. 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 Tuesday 12 April 2022, would be entitled to be
registered in the shareholders’ register of the company held by
Euroclear Finland Ltd. Participation in the General Meeting
additionally requires that the shareholder on the basis of such
shares has been registered in the temporary shareholders’ register
kept by Euroclear Finland Ltd no later than on Thursday 21 April
2022 at 10 a.m. As regards nominee-registered shares, this
constitutes due registration for the General Meeting.
Holders of nominee-registered shares are advised
to request the necessary instructions regarding temporary
registration in the shareholders’ register of the company, issuing
of proxy documents and registration for the General Meeting from
their custodian banks well before the meeting. 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 by the time stated above. In
addition, the account management organisation of the custodian bank
must arrange voting in advance on behalf of a nominee-registered
shareholder within the registration period applicable to
nominee-registered shares.
Further information on these matters is also
available on the company’s website at
https://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting.
5. Other instructions and
information
Shareholders holding at least one hundredth of
all the shares in the company have the right to make a
counterproposal to the resolution proposals on the agenda of the
General Meeting, which will be put to a vote. Such counterproposals
must be delivered to the company by email to
yhtiokokous@digitalistgroup.com no later than on Monday 4 April
2022 at 10 a.m. Shareholders making a counterproposal must in
connection with delivering the counterproposal present evidence of
their shareholdings. The counterproposal will be considered at the
General Meeting provided that the shareholder has the right to
participate in the General Meeting and that the shareholder holds
shares corresponding to at least one hundredth of all shares in the
company on the record date of the General Meeting. If the
counterproposal will not be taken up for consideration at the
General Meeting, the votes given in favour of the counterproposal
will not be taken into account. The company will publish possible
counterproposals to be put to a vote on the company’s website at
https://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting
no later than on Tuesday 5 April 2022.
A shareholder may present questions on the
matters on the agenda of the meeting pursuant to Chapter 5, Section
25 of the Limited Liability Companies Act until Friday 8 April 2022
at 4 p.m. by email to yhtiokokous@digitalistgroup.com. Such
questions by shareholders, responses thereto from the company’s
management as well as any counterproposals other than those put up
to a vote are available on the company’s website
at https://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting
by Wednesday 13 April 2022 at the latest. As a prerequisite for
presenting questions or counterproposals, a shareholder must
present the company with sufficient evidence of their
shareholding.
The information concerning the Annual General
Meeting required under the Limited Liability Companies Act and the
Securities Market Act is available at the
addresshttps://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting.
On the date of this notice of the General
Meeting, 1 April 2022, the total number of shares in Digitalist
Group Plc, and votes represented by such shares, is
651,022,746.
Changes in shareholding after the record date of
the General Meeting, 12 April 2022, will not affect the right to
participate in the General Meeting or the number of voting rights
held by a shareholder in the meeting.
Additional information on the arrangements
concerning the Annual General Meeting is available at
https://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting.
Helsinki, 1 April 2022
DIGITALIST GROUP PLC Board of Directors
For further information, please contact:
Magnus Leijonborg, CEO, tel. +46 76 315 8422,
magnus.leijonborg@digitalistgroup.com
Mervi Södö, CFO, tel. +358 40 136 5959,
mervi.sodo@digitalistgroup.com
Distribution:
Nasdaq Helsinki LtdMain
mediahttps://digitalist.global
- AGM Notice_EN_2022_Digitalist Group Plc
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