Digitalist Group Oyj

Notice of Digitalist Group Plc’s Extraordinary General Meeting

Digitalist Group Plc                                                                 30 June 2025 at 09:00                       

NOTICE OF DIGITALIST GROUP PLC’S EXTRAORDINARY GENERAL MEETING

Notice is given to the shareholders of Digitalist Group Plc (“Company”) of the Extraordinary General Meeting to be held on Wednesday 13 August 2025 at 10 a.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 9.15 a.m. Coffee will be served before the meeting to participants in the meeting.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

The following matters will be considered at the Extraordinary General Meeting:

1. Opening of the meeting

1. Calling the meeting to order

1. Election of persons to scrutinise the minutes and to supervise the counting of votes

1. Recording the legality of the meeting

1. Recording the attendance at the meeting and adoption of the list of votes

1. Share consolidation and the related free directed share issue and redemption of shares

The Board of Directors proposes to the Extraordinary General Meeting that the Extraordinary General Meeting resolve on the consolidation of the Company’s shares, meaning a reduction in the number of shares. The arrangement is proposed to be implemented through a free directed share issue by transferring the Company’s own shares held in treasury without consideration, and by redeeming the Company’s shares without consideration, so that after the measures proposed herein, each current 250 shares of the Company would correspond to one (1) share in the Company. The current total number of shares in the Company is 693,430,455.

The objective of the share consolidation is to improve the trading conditions of the Company’s shares by increasing the value per share and improving the price formation of the share. It would not be possible to implement the share redemption required for the consolidation with a sufficiently high redemption ratio without the simultaneous free share issue. The Board considers that the share consolidation is in the best interests of the Company and all its shareholders and that there is thus a particularly weighty financial reason from the Company’s perspective and considering the interests of all shareholders for the consolidation and the related share issue and redemption. The arrangement will not affect the Company’s equity.

To avoid the creation of fractional shares, the Board proposes that as part of the share consolidation, the Company will transfer its own shares held in treasury without consideration through a directed free share issue in such a way that the number of shares recorded on each book-entry account holding Digitalist Group Plc’s shares on the consolidation date ("Consolidation Date") will be made divisible by 250. The theoretical maximum number of own shares to be transferred will be calculated by multiplying the total number of such book-entry accounts on the Consolidation Date by 249. Based on an estimate made at the time of the notice to the Extraordinary General Meeting, the theoretical maximum number of shares to be transferred in the directed free share issue would be approximately 1,650,000 shares held by the Company, but to ensure the execution of the share consolidation arrangement, the maximum number of own shares to be transferred in the share issue is proposed to be 4,850,000 shares. The Board is authorized to decide on all other matters related to the transfer of own shares without consideration.

Simultaneously with the aforementioned transfer of the Company’s shares, the Company will redeem from each shareholder’s book-entry account on the Consolidation Date without consideration a number of shares determined by multiplying the number of shares on each book-entry account by the factor 249/250 (the “Redemption Ratio”). Thus, for every 250 Company shares, 249 Company shares will be redeemed. Based on the situation on the date of the General Meeting notice, the number of shares to be redeemed would be approximately 691,500,000 shares. The Board is authorized to decide on all other matters relating to the redemption of shares. The shares redeemed in connection with the share consolidation will be cancelled immediately upon redemption and will not increase the number of the Company’s own shares held in treasury. Additionally, in connection with the consolidation, a number of the Company’s own treasury shares will be cancelled so that the number of own shares held by the Company and the total number of shares in the Company will both become divisible by 250, and the number of treasury shares will decrease proportionally to the Redemption Ratio.

The share consolidation will, according to the proposal, be implemented in the book-entry system after the close of trading on 15 August 2025 (the "Consolidation Date"). The cancellation of shares and the new total number of shares in the Company are intended to be registered with the Finnish Trade Register by approximately 18 August 2025. Trading with the Company’s shares under the new total number of shares is expected to commence on Nasdaq Helsinki with a new ISIN code on or about 18 August 2025.

The proposals included under this item 6 form a single entirety, which requires that both the related directed free share issue and the redemption of shares be approved in a single resolution. The implementation of the proposed share consolidation is conditional on the ability to make the number of shares recorded in each book-entry account divisible by 250 on the Consolidation Date within the maximum number of own shares to be transferred as described above. The consolidation in the proposed manner would not lead to the redemption of all shares from any shareholder.

Furthermore, the Board proposes that the Extraordinary General Meeting authorize the Board to amend the terms of the Company’s issued special rights and option rights to take into account the share consolidation. If implemented, the arrangement will not require any action from shareholders. If necessary, the trading of the Company’s shares on Nasdaq Helsinki may be temporarily suspended to allow for the required technical arrangements related to the consolidation.
  

1. 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 Extraordinary General Meeting authorise the Board to decide on a share issue, which may be either against payment or without payment, as well as 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 1,386,000, which corresponds to approximately 50 per cent of all the Company's shares following the proposed share consolidation as set out in section 6 above.

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, to implement corporate restructuring arrangements as well as to maintain and improve the solvency of the Group and to carry out an incentive scheme.

The authorization is proposed to remain in force until the Annual General Meeting to be held in 2026, however no longer than until 30 June 2026, and it is proposed to revoke the corresponding authorization granted by the Annual General Meeting on 29 April 2025.

The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting. 

1. 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 Extraordinary General Meeting authorise the Board to decide on acquiring or accepting as pledge, using the Company’s distributable funds, a maximum of 270,000 treasury shares, which corresponds to approximately 10 per cent of the Company’s total shares following the proposed share consolidation as set out in section 6 above. 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 authorization is proposed to remain in force until the Annual General Meeting to be held in 2026, however no longer than until 30 June 2026, and it is proposed to revoke the corresponding authorization granted by the Annual General Meeting on 29 April 2025.

The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

1. Closing of the Meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The above-mentioned proposals on the agenda of the Extraordinary General Meeting, the financial statements, the report of the Board of Directors, and the auditor’s report of Digitalist Group Plc, the minutes of the Annual General Meeting held on April 29, 2025, the management’s interim statement for Q1/2025, and the Board of Directors’ report on material events affecting the company’s position after the preparation of the financial statements, as well as this notice to the meeting, will be available to shareholders on Digitalist Group Plc’s website at https://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting no later than three weeks before the Extraordinary General Meeting. These documents will also be available at the Extraordinary General Meeting, and copies of them as well as this notice will be sent to shareholders upon request. A separate invitation to the Extraordinary General Meeting will not be sent to shareholders. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website no later than August 27, 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Right to participate and registration

Shareholders who are on the record date of the Extraordinary General Meeting, 1 August 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 Extraordinary General Meeting must give advance notice of their attendance, and the Company must receive such notice, no later than by 4 p.m. on 8 August 2025. Registration for the Extraordinary General Meeting takes place:
                                    

1. Via Company’s website at https://investor.digitalistgroup.com/fi/investor/governance/annual-general-meeting in accordance with the instructions provided therein;
2. by email to yhtiokokous@digitalistgroup.com;
3. by mail to Digitalist Group Plc/Extraordinary General Meeting, Siltasaarenkatu 18-20, 00530 Helsinki, Finland;
4. 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 Extraordinary General Meeting and with processing the necessary registrations related to the meeting.  

1. Proxy representative and proxy documents

A shareholder may participate in the Extraordinary General Meeting, and exercise their rights at the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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.    

1. Holders of nominee-registered shares

A holder of nominee registered shares has the right to participate in the Extraordinary 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 1 August 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 Extraordinary 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 Extraordinary General Meeting into the temporary shareholders’ register of the Company by 10 a.m. on 8 August 2025 at the latest.

1. 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 Extraordinary 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 Extraordinary General Meeting will not affect the right to participate in the Extraordinary General Meeting or the number of voting rights held by a shareholder in the meeting.
      
On the date of this notice of the Extraordinary General Meeting the total number of shares in Digitalist Group Plc, and votes represented by such shares, is 693,430,455. As of June 30, 2025, the company holds a total of 7,664,943 own shares, which do not carry voting rights at the Extraordinary General Meeting.

In Helsinki on 30 June 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