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     117  0 Kommentare DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 25 APRIL 2024 AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS - Seite 3

    The authorisation is proposed to be effective until the Annual General Meeting held in 2025, yet no further than until 30 June 2025.

    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 2025, yet no further than until 30 June 2025.

    Amendment of the terms concerning Convertible Bonds 2021/1, 2021/2, 2021/3, 2021/4 and 2022/1 issued by the Company and the option rights and other special rights pursuant to Chapter 10 section 1(2) of the Limited Liability Companies Act attached to them.

    1. Convertible Bonds 2021/1, 2021/3 and 2022/1 directed to Turret Oy Ab

    The Annual General Meeting approved the Board's proposals to change the terms of the Convertible Bonds 2021/1, 2021/3, and 2022/1 issued to Turret Oy Ab ("Turret") without modifications.

    The main points of the Convertible Bonds 2021/1, 2021/3, and 2022/1 and special rights ("Special Rights") attached to them are as follows:

    Convertible Bond 2021/1

    • The amount of Convertible Bond 2021/1 is EUR 650,000.
    • An annual interest of 6 per cent is paid on the principal of Convertible Bond 2021/1.
    • The maximum total number of new Digitalist Group Plc shares issued on the basis of the conversion right attached to Convertible Bond 2021/1 is 65,000,000.
    • The rate of conversion of the share (which means the subscription price per share as referred to in the Limited Liability Companies Act) is the trade volume weighted average price of the Company’s share in the Nasdaq Helsinki Stock Exchange during the period of six (6) months preceding the making of the Request to Convert as defined in section 13 of the Terms of Convertible Bond 2021/1, yet so that bonds 1-2 can be converted into a maximum of 25,000,000 new Company Shares and bond 3 can be converted into a maximum of 15,000,000 new Company Shares. The Rate of Conversion of the share will be revised in accordance with sections 15 and 16 of the Terms of Convertible Bond 2021/1.
    • The loan period is 30 March 2021 – 30 September 2026, and the Convertible Bond, with interest, is to be repaid in one instalment on 30 September 2026.
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    DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 25 APRIL 2024 AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS - Seite 3 DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 25 APRIL 2024 AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS Digitalist Group Oyj                 Stock Exchange Release                25 April 2024 at 20:00 DECISIONS OF DIGITALIST …