Digitalist Group Plc Stock Exchange Release 1 June 2018 at 10:00 a.m.
The shareholders of Digitalist Group Plc are convened to the Extraordinary General Meeting of the company. The meeting will be held on Thursday 28 June 2018 at 3:00 p.m. at the head office of Digitalist Group Plc, at the address Arkadiankatu 2, 00100 Helsinki. The reception of participants and the distribution of voting tickets will begin at 2:00 p.m., as will the coffee service preceding the meeting.
A. MATTERS TO BE DECIDED AT THE EXTRAORDINARY GENERAL MEETING
The following items are on the agenda for the meeting:
- Opening the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to count votes
4. Recording the legality of the meeting
5. Recording of attendance and adoption of the list of votes
6 . Appointment of the members of the Board of Directors
The company’s largest shareholder Tremoko Oy Ab, whose total share of the company’s shares and votes is approximately 80.5 per cent, proposes that founder of Grow Holding AB, Andreas Rosenlew, and Anders Liljeblad be elected as members of the Board. In connection therewith the Board member Ville Tolvanen would give up his Board membership but continue as Managing Director. In addition, if Andreas Rosenlew were elected member of the Board, Tremoko Oy Ab and the Chairman of the Board Paul Ehrnrooth would propose to the Board that Andreas Rosenlew be elected as Chairman of the Board of Digitalist Group Plc.
More detailed personal information of Andreas Roselew and Anders Liljeblad is available on the company’s website https://digitalist.global in the “Investors” section.
- Authorising 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 as referred to 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 new shares to be issued under the authorisation may not exceed 315,000,000, which corresponds to 56.9 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 2019, yet no further than until 30 June 2019. The new authorisation would not revoke the previous authorisations.
The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
8. Closing of the meeting
B. MEETING DOCUMENTS
The following documents will be made available to the shareholders in the “Investors” section of Digitalist Group Plc’s website at https://digitalist.global no later than 21 days prior to the General Meeting: the aforementioned Board proposals that are on the agenda for the meeting, the financial statements of the company for the year 2017, interim report 1.1.-31.3.2018, the annual report and the auditor’s report for the year 2017, 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 meeting will be available on the above-mentioned website at the latest on 29 June 2018.
C. INSTRUCTIONS FOR PARTICIPANTS
1. Right to attend and registration
Shareholders who are on Friday 15 June 2018 registered on the company’s list of shareholders, maintained by Euroclear Finland Oy are entitled to attend the meeting. Shareholders whose shares have been entered in their personal book-entry accounts in Finland are registered on the company’s list of shareholders.
Shareholders who wish to attend the General Meeting must give advance notice of their attendance, and the company must receive such notice no later than by 4:00 p.m. on Monday, 25 June 2018. Advance notice of attending may be given:
- using the form located in the “Investors” section of the company’s website at https://digitalist.global;
- via email to yhtiokokous@digitalistgroup.com;
- by mail to Digitalist Group Plc/General Meeting, Arkadiankatu 2, 00100 Helsinki, Finland; or
- by telephone between 9:00 a.m. and 4:00 p.m. to Aila Mettälä, tel. +358 40 531 0678 or +358 424 2231.
When giving advance notice of the attendance, please state the shareholder’s name, personal identity code, address and telephone number and the name and personal identity code of any assistant or proxy representative. Personal data provided to the company by its shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting.
2. Proxy representatives and proxy documents
Shareholders may participate in the meeting and exercise their rights at the meeting by way of proxy representation. The representative must produce a dated proxy document or other reliable evidence of their right to represent the shareholder. If several proxies represent the same shareholder based on shares held in different book-entry accounts, the shares on which each proxy’s representation is based must be stated when giving advance notice of participation. Please furnish the company with any proxy documents as an email attachment (such as in PDF) or by mail, using the above-mentioned contact information for advance notice, no later than the last date for advance notices of participation.
3. Holders of nominee-registered shares
Holders of nominee-registered shares must 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 General Meeting well before the meeting. If the holder of a nominee-registered share wishes to attend the meeting, the account operator of the asset manager must notify the shareholder for a temporary entry in the shareholder register no later than at 10:00 a.m. on Monday 25 June 2018.
4. Other information
Pursuant to Chapter 5 Section 25 of the Limited Liability Companies Act, shareholders who are present at the General Meeting are entitled to request information on matters discussed at the meeting.
On the day of convening the meeting, Digitalist Group Plc has altogether 553,824,346 shares and votes registered in the Trade Register.
In Helsinki on 1 June 2018
DIGITALIST GROUP PLC
Board of Directors
For more information, please contact:
Ville Tolvanen, CEO, tel. +358 50 3100 642, ville.tolvanen@digitalistgroup.com
Hans Parvikoski, CFO, tel. +358 40 586 6154, hans.parvikoski@digitalistgroup.com
Distribution:
Nasdaq Helsinki Ltd
Main media
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