DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 29 APRIL 2025 AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS

DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 29 APRIL 2025 AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS

Digitalist Group Oyj Stock Exchange Release 29 April 2025 at 20:00

DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 29 APRIL 2025

Adoption of the financial statements

The Annual General Meeting of Digitalist Group Plc (the “Company”) adopted the Company’s financial statements and consolidated financial statements for the financial period 1 January -31 December 2024.     

Resolution on the use of the loss shown on the balance sheet and on the distribution of assets

The Annual General Meeting resolved that the loss EUR 5,520,249.94 indicated by the financial statements for 2024 be recorded in the Company’s profit and loss account, and that no dividend be paid to shareholders for the financial period 2024.

Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2024 to 31 December 2024

The Annual General Meeting discharged members of the Board of Directors and the Managing Directors from liability for the financial period 1 January - 31 December 2024.

Consideration of the remuneration report for governing bodies

The remuneration report for governing bodies of the Company was considered and accepted by the Annual General Meeting.

Resolution on the remuneration of the members of the Board of Directors and the grounds for compensation of travel expenses

The Annual General Meeting resolved that the fees paid to the members of the Board of Directors will remain the same and 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
• 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 six ordinary members to the Board of Directors.

Election of the Members of the Board of Directors

The Annual General Meeting re-elected Paul Ehrnrooth, Andreas Rosenlew, Esa Matikainen, Peter Eriksson, Johan Almquist and Magnus Wetter as ordinary members of the Board of Directors.

Appointment of the auditor and resolution on the remuneration of the auditor

The Annual General meeting resolved that the auditor’s fees will be paid against an invoice approved by the company.

Audit firm KPMG Oy Ab was appointed as the company’s auditor, with KHT auditor Miika Karkulahti as the principal auditor. 

Authorisation of 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 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 346,715,227, which corresponds to approximately 50 per cent of all the Company's 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.

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 as well as to maintain and improve the solvency of the Group and to carry out an incentive scheme.

The authorisation is proposed to be effective until the Annual General Meeting held in 2026, yet no further than until 30 June 2026.

Authorising the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of the Company's treasury shares

The Annual General Meeting authorised the Board to decide on acquiring or accepting as pledge, using the Company’s distributable funds, a maximum of 69,343,000 treasury shares, which corresponds to approximately 10 per cent of the Company’s total shares at the time of convening the Annual General Meeting. 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 authorisation is proposed to be effective until the Annual General Meeting held in 2026, yet no further than until 30 June 2026.

Resolution on possible measures for improving the Company’s financial situation

The financial statements presented to the Annual General Meeting for the fiscal year from January 1, 2024, to December 31, 2024, show that the Company's equity is less than half of the Company's share capital if the capital loans were not taken into account when assessing the matter. 

It was noted that the Company has carried out the conversion, as announced on 30 December 2024, of the principal amounts and interests of the convertible bonds 2021/1, 2021/2, 2021/3, and 2021/4 entirely into capital loans in accordance with Chapter 12 of the Finnish Companies Act.

It was noted that these actions have supported and will support the Company's balance sheet and solvency.

It was resolved to accept the proposition of the Board of Directors of the Company not to implement immediate additional measures to rectify the Company's financial position, but the Company will actively evaluate other possibilities and means to support the Company's financial standing.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting shall be available on the Company’s website on 13 May 2025 at the latest.

DECISIONS OF THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS

In its organizing meeting, the Board of Directors of Digitalist Group Plc resolved to elect Esa Matikainen as the chairman of the board of directors and Andreas Rosenlew as the vice chairman of the Board of Directors.

The Board resolved to elect Esa Matikainen as chairman of the Audit Committee and Peter Eriksson and Magnus Wetter as members of the Audit Committee. The Board of Directors has evaluated the independence of the Committee members in compliance with the recommendations of the Finnish Corporate Governance Code 2025 as follows. Esa Matikainen and Magnus Wetter are independent of the Company and independent of a significant shareholder. Peter Eriksson is independent of the Company and dependent on a significant shareholder.

DIGITALIST GROUP PLC

Board of Directors

Further information:

Digitalist Group Plc

CEO Magnus Leijonborg, tel. ,

Chairman of the Board Esa Matikainen, tel. 0,

Distribution:

NASDAQ Helsinki

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