Digitalist Group Plc Stock exchange release 17 April 2018 at 19:30
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 2017-31 December 2017.
Payment of dividend
The general meeting resolved that distributable assets be left in the equity and that no dividend for the financial period 2017 be paid to shareholders.
Resolution on the discharge of the members of the Board of Directors and the Managing Directors from liability
The general meeting discharged members of the Board of Directors and the Managing Directors from liability for the financial period 1 January 2017-31 December 2017.
Resolution on the remuneration of the members of the Board of Directors
The general meeting resolved that the fees paid to the members of the Board of Directors remain unchanged so that they 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
- Other 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 general meeting resolved to elect seven ordinary members to the Board of Directors.
Election of members of the Board of Directors
The general meeting elected Paul Ehrnroothin, Bo-Erik Ekström, Pekka Pylkäs, Peter Eriksson, Jaana Rosendahl, Esa Matikainen and Ville Tolvanen as ordinary members of the Board.
In their meeting held after the general meeting, the Board of Directors elected Paul Ehrnrooth as the Chairman of the Board and Esa Matikainen as the Vice Chairman of the Board.
The meeting also decided on the members of the Board’s Audit Committee and Remuneration Committee.
Pekka Pylkäs was elected as the Chairman and Bo-Erik Ekström, Esa Matikainen and Peter Eriksson as members of the Audit Committee. Bo-Erik Ekström and Esa Matikainen are independent both of the company and of its major shareholders.
Bo-Erik Ekström was elected as the Chairman of the Remuneration Committee and Jaana Rosendahl and Peter Eriksson as members. Bo-Erik Ekström and Jaana Rosendahl are independent both of the company and of its major shareholders.
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 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 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 276,912,173, which corresponds to approximately 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 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.
Authorising the Board of Directors to decide on repurchasing the company’s 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 55,382,434 own shares, which corresponds to approximately 10 per cent of the company’s total shares at the time of convening the meeting. The repurchase 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 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 laws
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 the shares. The authorisation will remain in effect until the annual general meeting held in 2019, yet no longer than until 30 June 2019.
DIGITALIST GROUP PLC
Board of Directors
For more information, please contact:
CEO Ville Tolvanen, tel. +358 50 3100 642, ville.tolvanen@digitalistgroup.com
CFO Hans Parvikoski, tel. +358 40 586 6154, hans.parvikoski@digitalistgroup.com
Distribution:
Nasdaq Helsinki Ltd
Main media
Attachment
