DECISIONS OF DIGITALIST GROUP PLC’S EXTRA ORDINARY GENERAL MEETING 28 JUNE 2018 AND DECISIONS OF THE SUBSEQUENT MEETING OF THE BOARD OF DIRECTORS, NEW COMPOSITION OF THE BOARD OF DIRECTORS
Digitalist GroupPlc Stock exchange release 28 June 2018 at 17.10
- Decisions of the Extraordinary General Meeting
Election of members of the Board of Directors
The general meeting elected Andreas Rosenlew and Anders Liljeblad as new ordinary members of the Board.
Authorising the Board of Directors to decide on share issues and on granting special rights entitling to shares
The General Meeting authorised the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares as referred to 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 number of shares to be issued under the authorisation may not exceed 315,000,000, which corresponds to approximately 49.5 per cent of all company shares at the time of the Annual General Meeting.
Within the limits of the aforementioned authorisation, the Board of Directors was given the right to 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 in cash but also by setting off receivables that the subscriber has from the company.
The Board of Directors has the right to decide on crediting the subscription price either to the company’s share capital or, in full 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 2019, yet no longer than until 30 June 2019. The new authorisation does not revoke the previous authorisations.
- Decisions of the Board meeting following the Extraordinary General Meeting
In their meeting held after the General Meeting, the Board of Directors elected Andreas Rosenlew as the Chairman of the Board and Esa Matikainen as the Vice Chairman of the Board.
The Company’s CEO Ville Tolvanen resigned as a member of the Board on 28 June 2018 upon his own request.
The new composition of the Company’s Board of Directors is: Andreas Rosenlew (Chairman), Esa Matikainen (Vice Chairman), Paul Ehrnrooth, Bo-Erik Ekström, Peter Eriksson, Anders Liljeblad, Pekka Pylkäs, and Jaana Rosendahl.
The Company’s Board of Directors also accepted the share subscriptions made in the directed share issue 19 June 2018. All shares issued in the directed share issue, altogether 14 714 537 new shares, were subscribed for.
DIGITALIST GROUP PLC
Board of Directors
For more information, please contact:
CEO Ville Tolvanen, tel. 2,
CFO Hans Parvikoski, tel. 4,
Distribution:
Nasdaq Helsinki Ltd
Main media
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