Digitalist Group Plc Stock Exchange Release 30 March 2021 at 14.30
Notice is given to the shareholders of Digitalist Group Plc of the Annual General Meeting to be held on Tuesday 20 April 2021 at 3 p.m. at the company’s headquarters 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 this notice 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 deviation from the Limited Liability Companies Act, the Co-operatives Act, the Associations Act, and certain other corporation legislation to limit the spread of the COVID-19 epidemic (677/2020) which entered into force on 3 October 2020. 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 while also ensuring compliance with the current restrictions set by the authorities. 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 the CEO of Company will not attend the meeting. There will be no addresses by the Board or management at the meeting 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:
- Opening of the meeting
- Calling the meeting to order
Attorney-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 votes
Attorney-at-Law Jarkko Hankaa will scrutinise 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.
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
All shareholders attending who have voted in advance during the voting period and who in accordance with Chapter 5, Sections 6 and 6a of the Finnish 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 2020 financial statements, the report of the Board of Directors and the auditor’s report
Since the Annual General Meeting may only be attended through advance voting, the report of the Board of Directors and the financial statements as well as the auditor’s report, published by the company on 29 March 2021, 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.
- Adoption of the financial statements
- Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that distributable assets be left in the equity and that no dividend for the financial period 2020 be paid to shareholders.
Digitalist Group Plc’s result for the financial year 2020 shows a loss of EUR 11,893,452.10, due to which shareholders do not have the right to demand a minority dividend pursuant to Chapter 13, Section 7 of the Limited Liability Companies Act.
- Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability
- Handling of the Remuneration Report for governing bodies
Since the Annual General Meeting may only be attended through advance voting, the remuneration report published by the company on 29 March 2021 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 expenses
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 fees paid to the elected members of the Board of Directors remain unchanged, so that they are 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 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 Directors
Under 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, and 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 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 46.89 per cent, proposes that the current members of the Board Paul Ehrnrooth, Andreas Rosen-lew, Esa Matikainen, Peter Eriksson, Maria Olofsson be re-elected as members of the Board and that Johan Almquist be elected as a new member 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 auditor
The Board of Directors proposes that the auditor be paid a fee in accordance with an ap-proved invoice.
15. Election of the auditor
The Board of Directors proposes that audit firm KPMG Oy Ab be reappointed as the company’s auditor. The principal auditor designated by the audit firm would be Miika Karkulahti, KHT auditor approved by the Finland Chamber of Commerce.
16. 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 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 2022, yet no further than until 30 June 2022.
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. Authorisation of 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 2022, yet no further than until 30 June 2022.
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. Directing convertible bonds and related option or other special rights referred to in Chapter 10 Section 1(2) of the Limited Liability Companies Act to Turret Oy Ab for subscription
The Board proposes that the General Meeting decides on directing a convertible bond with a capital of EUR 13,010,650.50 (“Convertible Bond 2021/3”) and attached option or other special rights referred to in Chapter 10 Section 1(2) of the Limited Liability Companies Act (“Special Rights”) to be subscribed for by Turret Oy Ab (“Turret”) in derogation from the pre-emptive subscription right of the shareholders in accordance with and under the terms and conditions concerning the Convertible Bond 2021/3 and Special Rights (“Terms”), which are appended to the notice of the General Meeting. The Special Rights entitle Turret or the holder of the Special Rights at the time to subscribe for at most 433,688,340 new Digitalist Group Plc’s shares in accordance with the Terms.
The Convertible Bond 2021/3 and the attached Special Rights would be issued in order to strengthen the Company’s working capital and reorganise the capital structure as well as lower financing costs. Hence, there are weighty financial reasons for taking out the Convertible Bond 2021/3 and granting the Special Rights. The Convertible Bond 2021/3’s issuing price and conversion price have been defined on market terms.
The main terms of the Terms of the Convertible Bond 2021/3 and the Special Rights are the following:
- The amount of the Convertible Bond 2021/3 is EUR 13,010,650.50.
- An annual interest of 6.0 per cent is paid on the principal of the Convertible Bond 2021/3.
- The conversion option attached to the Convertible Bond 2021/3 entitles to a maximum amount of 433,688,340 new Digitalist Group Plc’s shares.
- The rate of conversion of a share (subscription price per share as referred to in the Limited Liability Companies Act) will be the trade volume weighted average price of the company’s share in the Nasdaq Helsinki stock exchange during the period of six (6) months before the making of the request to convert defined in section 13 of the Terms of the Convertible Bond 2021/3, yet so that each bond can be converted to a maximum of 21,684,417 new Digitalist Group Plc’s shares. The rate of conversion of a share may be revised as set out in the sections 15 and 16 of the Terms.
- The loan period is 20 April 2021 – 30 June 2024 and the loan will be repaid in one instalment on 30 June 2024.
- Under the Terms, Turret must pay the subscribed Convertible Bond 2021/3 and the attached Special Rights by acknowledging the payment of its receivables of altogether EUR 13,010,650.50 from the company, specified in section 5 of the Terms, against the payment of the subscription price of the Convertible Bond 2021/3 and the attached Special Rights.
If Turret subscribed for the maximum amount of 433,688,340 new shares on the basis of the Convertible Bond 2021/3, Turret’s ownership would rise from approximately 46.89 per cent to approximately 68.12 per cent after the conversion.
The decision concerning the Convertible Bond 2021/3 and directing the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
19. Directing convertible bonds and related option or other special rights referred to in Chapter 10 Section 1(2) of the Limited Liability Companies Act to Holdix Oy Ab for subscription
The Board proposes that the General Meeting decides on directing a convertible bond with a capital of EUR 6,061,103.57 (“Convertible Bond 2021/4”) and attached option or other special rights referred to in Chapter 10 Section 1(2) of the Limited Liability Companies Act (“Special Rights”) to be subscribed for by Holdix Oy Ab (“Holdix”) in derogation from the pre-emptive subscription right of the shareholders in accordance with and under the terms and conditions concerning the Convertible Bond 2021/4 and Special Rights (“Terms”), which are appended to the notice of the General Meeting. The Special Rights entitle Holdix or the holder of the Special Rights at the time to subscribe for at most 202,036,780 new Digitalist Group Plc’s shares in accordance with the Terms.
The Convertible Bond 2021/4 and the attached Special Rights would be issued in order to strengthen the Company’s working capital and reorganise the capital structure as well as lower financing costs. Hence, there are weighty financial reasons for taking out the Convertible Bond 2021/4 and granting the Special Rights. The Convertible Bond 2021/4’s issuing price and conversion price have been defined on market terms.
The main terms of the Terms of the Convertible Bond 2021/4 and the Special Rights are the following:
- The amount of the Convertible Bond 2021/4 is EUR 6,061,103.57.
- An annual interest of 6.0 per cent is paid on the principal of the Convertible Bond 2021/4.
- The conversion option attached to the Convertible Bond 2021/4 entitles to a maximum amount of 202,036,780 new Digitalist Group Plc’s shares.
- The rate of conversion of a share (subscription price per share as referred to in the Limited Liability Companies Act) will be the trade volume weighted average price of the company’s share in the Nasdaq Helsinki stock exchange during the period of six (6) months before the making of the request to convert defined in section 13 of the Terms of the Convertible Bond 2021/4, yet so that each bond can be converted to a maximum of 20,203,678 new Digitalist Group Plc’s shares. The rate of conversion of a share may be revised as set out in the sections 15 and 16 of the Terms.
- The loan period is 20 April 2021 – 30 June 2024 and the loan will be repaid in one instalment on 30 June 2024.
- Under the Terms, Holdix must pay the subscribed Convertible Bond 2021/4 and the attached Special Rights by acknowledging the payment of its receivables of altogether EUR 6,061,103.57 from the company, specified in section 5 of the Terms, against the payment of the subscription price of the Convertible Bond 2021/4 and the attached Special Rights.
If Holdix subscribed for the maximum amount of 202,036,780 new shares on the basis of the Convertible Bond 2021/4, Holdix’s ownership would rise from approximately 25.25 per cent to approximately 42.95 per cent after the conversion.
The decision concerning the Convertible Bond 2021/4 and directing the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
20. 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 web-site 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, Terms of the Convertible Bond’s 2021/3 and 2021/4 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 General Meeting will be available on the above-mentioned website at the latest on 22 April 2020.
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 and to ensure compliance with the current restrictions set by the authorities. 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, Thursday 8 April 2021, registered on the company’s list of shareholders, 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 and 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 voting
The registration period and advance voting period commence on Saturday 3 April 2021, when the deadline for delivering 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, and the company must receive such notice and votes no later than, by 12 noon on Tuesday 13 April 2021.
When registering, 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 certain items on the agenda of the General Meeting during the period between 3 April 2021 at 10 a.m. and 13 April 2021 at 12 noon by the following means:
a) through the company’s website at https://investor.digitalistgroup.com/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 are available on the company’s website at https://investor.digitalistgroup.com/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/investor/governance/annual-general-meeting to Euroclear Finland Ltd by email to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Ltd, Annual General Meeting / Digitalist Group Plc, P.O. Box 1110, 00101 Helsinki, Finland. The voting form will be available on the company’s website as of Saturday 3 April 2021.
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 Oy, 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 https://investor.digitalistgroup.com/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 Oy, Annual General Meeting / Digitalist Group Plc, PL 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 Thursday 8 April 2021, 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 15 April 2021 at 10 a.m. As regards nominee-registered shares this constitutes due registration for the General Meeting.
A holder of nominee-registered shares is advised to request, without delay, necessary instructions regarding the registration in the temporary shareholder’s 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 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 https://investor.digitalistgroup.com/investor/governance/annual-general-meeting.
5. Other instructions and information
Shareholders holding at least one hundredth of all shares in the company have the right to make a counterproposal to the proposals for resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to yhtiokokous@digitalistgroup.com by no later than Friday 2 April 2021 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 https://investor.digitalistgroup.com/investor/governance/annual-general-meeting by no later than Saturday 3 April 2021.
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 Tuesday 6 April 2021 4 p.m. by e-mail to yhtiokokous@digitalistgroup.com. Such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those put up to a vote on will be available on the company‘s website https://investor.digitalistgroup.com/investor/governance/annual-general-meeting by no later than Friday 9 April 2021. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the company of their shareholding.
The information concerning the Annual General Meeting required under the Limited Liability Companies Act and the Securities Market Act is available on the company’s website https://investor.digitalistgroup.com/investor/governance/annual-general-meeting.
On the date of this notice of the General Meeting, 30 March 2021, 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, 8 April 2021, do 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/investor/governance/annual-general-meeting.
In Helsinki on 30 March 2021
DIGITALIST GROUP PLC
Board of Directors
For further information, please contact:
Petteri Poutiainen, CEO, tel. +358 40 865 4252, petteri.poutiainen@digitalistgroup.com
Mervi Södö, CFO, tel. +358 40 136 5959, mervi.sodo@digitalistgroup.com
Distribution:
Nasdaq Helsinki Ltd
Main media
https://digitalist.global
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