DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 14 APRIL 2020

Digitalist Group Oyj                Stock exchange release            14 April 2020 at 17:00 p.m.

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 2019-31 December 2019.    

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 2019 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 2019-31 December 2019.

Handling of the remuneration policy for governing bodies

The remuneration policy for governing bodies of the company was dealt with 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 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        
• 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 five 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 and Maria Olofsson as ordinary member 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 Esa Kailiala as the principal auditor. It was decided that auditor’s fees are paid against reasonable invoice                                    

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 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 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 2021, yet no further than until 30 June 2021.

Authorisation of the Board of Directors to acquire own shares

The Annual General Meeting authorised 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 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 2021, yet no further than until 30 June 2021.

DIGITALIST GROUP PLC

Board of Directors

For more information, please contact:

Digitalist Group Plc

CEO Petteri Poutiainen,

Tel. 2,

Distribution:

Nasdaq Helsinki Ltd

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