NOTICE OF DIGITALIST GROUP PLC's ANNUAL GENERAL MEETING

2026-04-06 06:31:50

(MENAFN- GlobeNewsWire - Nasdaq) Digitalist Group Plc 6 April 2026 at 13:15

NOTICE OF DIGITALIST GROUP PLC'S ANNUAL GENERAL MEETING

Notice is given to the shareholders of Digitalist Group Plc ("Company") of the Annual General Meeting to be held on Tuesday 28 April 2026 at 4 p.m. at the address Siltasaarenkatu 18-20 C, 00530 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.15 p.m. Coffee will be served before the meeting to participants in the meeting.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the General Meeting:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for 2025
7. Adoption of the financial statements
8. Resolution on the use of the loss shown on the balance sheet and on the distribution of assets
The Board of Directors proposes that the loss of EUR 4.771.279,59 indicated by the financial statements for 2025 be recorded in the Company's profit and loss account, and that no dividend be paid to shareholders for the financial period 2025.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2025 to 31 December 2025
10. Consideration of the remuneration report for governing bodies
The Board of Directors proposes that the remuneration report for the Company's governing bodies for 2025 be approved. Pursuant to the Finnish Limited Liability Companies Act, the resolution on the remuneration report is advisory.

The remuneration report is available on Digitalist Group Plc's website at

11. Resolution on the remuneration of the members of the Board of Directors and the grounds for compensation of travel expenses
The Company's largest shareholder, Turret Oy Ab, whose total share of the Company's shares and votes is approximately 48.55 per cent, proposes that the fees paid to the members of the Board of Directors to be elected remain unchanged and would thus be as follows:

Chair of the Board: EUR 40,000/year and EUR 500/meeting
Deputy Chair 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 possible Board committees, EUR 500/meeting to the Chair and EUR 250/meeting to a member

It is proposed that travel expenses be reimbursed in accordance with the Company's regulations concerning travel reimbursements.

12. Resolution on the number of Members of the Board of Directors
According to the Articles of Association, the Company's Board of Directors shall have at least five (5) and at most nine (9) members.

The Company does not have a Nomination Committee. In accordance with the recommendation of the Corporate Governance Code 2025, the Company will separately publish any proposals concerning the composition and election of the Board of Directors received after the publication of the notice of the General Meeting from shareholders holding at least 10 per cent of the shares.

13. Election of the Members of the Board of Directors
The Company does not have a Nomination Committee. In accordance with the recommendation of the Corporate Governance Code 2025, the Company will separately publish any proposals concerning the composition and election of the Board of Directors received after the publication of the notice of the General Meeting from shareholders holding at least 10 per cent of the shares.

14. Resolution on the remuneration of the auditor
The Board of Directors proposes that remuneration for the auditor be paid against the auditor's invoice approved by the Company.

15. Election of the auditor
The Board of Directors proposes that KPMG Oy Ab, who have named Authorized Public Accountant Miika Karkulahti as the principal auditor, be re-elected as the Company's auditor.

16. Authorisation of 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 or free 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 1,386,000, which corresponds to approximately 50 per cent of all the Company's shares.

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 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, to carry out corporate restructurings 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 2027, yet no further than until 30 June 2027.

The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

17. Authorising the Board of Directors to decide on the acquisition and/or on the acceptance as pledge of the Company's treasury shares
The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on acquiring or accepting as pledge, using the Company's distributable funds, a maximum of 270,000 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 2027, yet no further than until 30 June 2027.

The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

18. Amendment of the terms and conditions of the equity-linked Convertible Bonds VVK 2021/1, VVK 2021/2, VVK 2021/3, VVK 2021/4, VVK 2022/1, VVK 2025/1, VVK 2025/2 and VVK 2025/3 issued by the Company and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act
1. Equity-linked convertible bonds VVK 2021/1, VVK 2021/3, VVK 2022/1, VVK 2025/1 and VVK 2025/3 directed to Turret Oy Ab
The Company has issued convertible subordinated loans VVK 2021/1, VVK 2021/3, VVK 2022/1, VVK 2025/1 and VVK 2025/3 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act for subscription by Turret Oy Ab ("Turret"). Turret has subscribed for and paid the convertible bonds in accordance with their respective terms and conditions. The aggregate principal amount of the said convertible bonds, totalling EUR 20,209,513.91, and the accrued interest thereon fall due, depending on the convertible bond, on 30 September 2026 and 30 September 2027. Turret has announced that it will not convert the loans into shares and the Company does not have the ability to repay the convertible bonds and their interest on their respective maturity dates.

If the proposals of the Board of Directors set out in item 18 are approved, the Company will avoid becoming insolvent, avoid the payment of default interest, and the extension of the maturity dates of the convertible bonds will support the Company's balance sheet and solvency.

The aggregate principal amount of each convertible bond, the commencement date and the interest rate of the convertible bond, the maturity date of the convertible bond and the maximum number of shares exchangeable for the principal of the convertible bond are set out in the table below:

Convertible Bond	Total Debt EUR	Commencement Date / Interest %	Maturity Date	Number of convertible shares
2021/1	650,000	30 March 2021 / 6 %	30 September 2026	260,000
2021/3	13,010,650.50	20 April 2021 / 6 %	30 September 2026	5,204,280
2022/1	1,931,500	28 October 2022 / Euribor 6kk+2 %	30 September 2026	772,600
2025/1	2,617,363.41	30 June 2025 / 6 %	30 September 2026	951,772
2025/3	2,000,000	30 December 2025 / 6 %	30 September 2027	1,000,000
Total	20,209,513.91		8,188,652

The Board of Directors proposes that the General Meeting resolve to amend the current terms and conditions of convertible bonds VVK 2021/1, VVK 2021/3, VVK 2022/1, VVK 2025/1 and VVK 2025/3 so that the maturity date for the repayment of the principal and interest and the period for exercising the conversion right would be extended and the maximum number of shares exchangeable under the convertible bonds would be amended taking into account the price level of the Company's share. In addition, certain technical clarifications would be made to the terms and conditions of the convertible bonds. The most material proposed amendments for each convertible bond are set out below. The amendments to the terms and conditions of the convertible bonds will become effective if the General Meeting approves the proposals of the Board of Directors and the parties sign the relevant agreements no later than 30 September 2026.

Convertible Bond 2021/1

The Board of Directors proposes that the General Meeting resolve to amend the terms and conditions ("Terms and Conditions") of the convertible loan with a principal amount of EUR 650,000 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act ("Convertible Bond 2021/1”) directed to Turret in deviation from the pre-emptive rights of shareholders and subscribed for and paid by Turret, and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights"), as set out in the appendix, so that the Special Rights entitle Turret or the holder of the Special Rights from time to time to subscribe for a maximum of 650,000 new shares in Digitalist Group Plc ("Share") as defined in the Terms and Conditions.

Convertible Bond 2021/1 and the related Special Rights were issued to strengthen the Company's equity and the amendments now being made to the Terms and Conditions are made in order for the Company to avoid becoming insolvent and to avoid the payment of default interest, in addition to which the extension of the maturity date of the convertible bonds supports the Company's balance sheet and solvency. There is accordingly a weighty financial reason for the Company for the issuance of Convertible Bond 2021/1 and the Special Rights and for the amendments now being made to the Terms and Conditions. The conversion price of Convertible Bond 2021/1 has been determined on market terms.

The key terms of the Terms and Conditions of Convertible Bond 2021/1 and the Special Rights after the amendments are as follows:

The amount of Convertible Bond 2021/1 is EUR 650,000. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
The annual interest payable on the principal of Convertible Bond 2021/1 is 6 per cent.
The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2021/1 is 650,000.
The principal amount of Convertible Bond 2021/1 is divided into a total of two (2) notes with a nominal value of EUR 250,000 each and one (1) note with a nominal value of EUR 150,000;
The conversion price of the Share (meaning the per-share subscription price pursuant to the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company's share on Nasdaq Helsinki Ltd during the six (6) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2021/1, provided however that notes 1-2 may each be converted into a maximum of 250,000 new shares in the Company and note 3 may be converted into a maximum of 150,000 new Shares in the Company. The Conversion Price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2021/1.
The loan period is 30 March 2021 – 31 December 2027 and Convertible Bond 2021/1 together with interest shall be repaid in one instalment on 31 December 2027.

If Turret were to subscribe for the maximum number of 650,000 new shares on the basis of this Convertible Bond 2021/1, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 58.32 per cent after full conversion.

The decision on the amendment of the Terms and Conditions of Convertible Bond 2021/1 directed to Turret and the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

Convertible Bond 2021/3

The Board of Directors proposes that the General Meeting resolve to amend the terms and conditions ("Terms and Conditions") of the convertible loan with a principal amount of EUR 13,010,650.50 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act ("Convertible Bond 2021/3”) directed to Turret in deviation from the pre-emptive rights of shareholders and subscribed for and paid by Turret, and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights"), as set out in the appendix, so that the Special Rights entitle Turret or the holder of the Special Rights from time to time to subscribe for a maximum of 13,010,660 new shares in Digitalist Group Plc ("Share") as defined in the Terms and Conditions.

Convertible Bond 2021/3 and the related Special Rights were issued to strengthen the Company's equity and the amendments now being made to the Terms and Conditions are made in order for the Company to avoid becoming insolvent and to avoid the payment of default interest, in addition to which the extension of the maturity date of the convertible bonds supports the Company's balance sheet and solvency. There is accordingly a weighty financial reason for the Company for the issuance of Convertible Bond 2021/3 and the Special Rights and for the amendments now being made to the Terms and Conditions. The conversion price of Convertible Bond 2021/3 has been determined on market terms.

The key terms of the Terms and Conditions of Convertible Bond 2021/3 and the Special Rights after the amendments are as follows:

The principal amount of Convertible Bond 2021/3 is EUR 13,010,650.50. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act;
The annual interest payable on the principal of Convertible Bond 2021/3 is 6 per cent;
The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2021/3 is 13,010,660;
The principal amount of Convertible Bond 2021/3 is divided into a total of twenty (20) notes with a nominal value of EUR 650,532.52 each;
The conversion price of the Share (meaning the per-share subscription price pursuant to the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company's share on Nasdaq Helsinki Ltd during the six (6) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2021/3, provided however that each note may be converted into a maximum of 650,533 new shares in Digitalist Group Plc. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2021/3;
The loan period is 20 April 2021 – 31 December 2027 and Convertible Bond 2021/3 together with interest shall be repaid in one instalment on 31 December 2027.

If Turret were to subscribe for the maximum number of 13,010,660 new shares on the basis of this Convertible Bond 2021/3, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 90.96 per cent after full conversion.

The decision on the amendment of the Terms and Conditions of Convertible Bond 2021/3 directed to Turret and the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

Convertible Bond 2022/1

The Board of Directors proposes that the General Meeting resolve to amend the terms and conditions ("Terms and Conditions") of the convertible subordinated loan with a principal amount of EUR 1,931,500 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act ("Convertible Bond 2022/1”) directed to Turret in deviation from the pre-emptive rights of shareholders and subscribed for and paid by Turret, and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights"), as set out in the appendix, so that the Special Rights entitle Turret or the holder of the Special Rights from time to time to subscribe for a maximum of 1,931,500 new shares in Digitalist Group Plc ("Share") as defined in the Terms and Conditions.

Convertible Bond 2022/1 and the related Special Rights were issued to strengthen the Company's equity and the amendments now being made to the Terms and Conditions are made in order for the Company to avoid becoming insolvent and to avoid the payment of default interest, in addition to which the extension of the maturity date of the convertible bonds supports the Company's balance sheet and solvency. There is accordingly a weighty financial reason for the Company for the issuance of Convertible Bond 2022/1 and the Special Rights and for the amendments now being made to the Terms and Conditions. The conversion price of Convertible Bond 2022/1 has been determined on market terms.

The key terms of the Terms and Conditions of Convertible Bond 2022/1 and the Special Rights after the amendments are as follows:

The principal amount of Convertible Bond 2022/1 is EUR 1,931,500. The principal amount constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act;
The annual interest payable on the principal of Convertible Bond 2022/1 is 6 per cent;
The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2022/1 is 1,931,500;
The principal amount of Convertible Bond 2022/1 is divided into a total of five (5) notes with a nominal value of EUR 386,300 each;
The conversion price of the Share (meaning the per-share subscription price pursuant to the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company's share on Nasdaq Helsinki Ltd during the six (6) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2022/1, provided however that each note may be converted into a maximum of 386,300 new shares in Digitalist Group Plc. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2022/1;
The loan period is 28 October 2022 – 31 December 2027 and Convertible Bond 2022/1 together with interest shall be repaid in one instalment on 31 December 2027.

If Turret were to subscribe for the maximum number of 1,931,500 new shares on the basis of this Convertible Bond 2022/1, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 69.67 per cent after full conversion.

The decision on the amendment of the Terms and Conditions of Convertible Bond 2022/1 directed to Turret and the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

Convertible Bond 2025/1

The Board of Directors proposes that the General Meeting resolve to amend the terms and conditions ("Terms and Conditions") of the convertible subordinated loan with a principal amount of EUR 2,617,363.41 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act ("Convertible Bond 2025/1") directed to Turret in deviation from the pre-emptive rights of shareholders and subscribed for and paid by Turret, and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights"), as set out in the appendix, so that the Special Rights entitle Turret or the holder of the Special Rights from time to time to subscribe for a maximum of 2,617,363 new shares in Digitalist Group Plc ("Share") as defined in the Terms and Conditions.

Convertible Bond 2025/1 and the related Special Rights were issued to strengthen the Company's equity and the amendments now being made to the Terms and Conditions are made in order for the Company to avoid becoming insolvent and to avoid the payment of default interest, in addition to which the extension of the maturity date of the convertible bonds supports the Company's balance sheet and solvency. There is accordingly a weighty financial reason for the Company for the issuance of Convertible Bond 2025/1 and the Special Rights and for the amendments now being made to the Terms and Conditions. The conversion price of Convertible Bond 2025/1 has been determined on market terms.

The key terms of the Terms and Conditions of Convertible Bond 2025/1 and the Special Rights after the amendments are as follows:

The principal amount of Convertible Bond 2025/1 is EUR 2,617,363.41. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act;
The annual interest payable on the principal of Convertible Bond 2025/1 is 6 per cent;
The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2025/1 is 2,617,363;
The principal amount of Convertible Bond 2025/1 is divided into a total of four (4) notes with a nominal value of EUR 500,000 each and one (1) note with a nominal value of EUR 617,363.41.
The conversion price of the Share (meaning the per-share subscription price pursuant to the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company's share on Nasdaq Helsinki Ltd during the six (6) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2025/1, provided however that notes 1-4 may each be converted into a maximum of 500,000 new shares in the Company and note 5 may be converted into a maximum of 617,363 new shares in the Company. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2025/1.
The loan period is 30 June 2025 – 31 December 2027 and Convertible Bond 2025/1 together with interest shall be repaid in one instalment on 31 December 2027.

If Turret were to subscribe for the maximum number of 2,617,363 new shares on the basis of this Convertible Bond 2025/1, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 73.53 per cent after full conversion.

The decision on the amendment of the Terms and Conditions of Convertible Bond 2025/1 directed to Turret and the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

Convertible Bond 2025/3

The Board of Directors proposes that the General Meeting resolve to amend the terms and conditions ("Terms and Conditions") of the convertible subordinated loan with a principal amount of EUR 2,000,000 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act ("Convertible Bond 2025/3") directed to Turret in deviation from the pre-emptive rights of shareholders and subscribed for and paid by Turret, and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights"), as set out in the appendix, so that the Special Rights entitle Turret or the holder of the Special Rights from time to time to subscribe for a maximum of 2,000,000 new shares in Digitalist Group Plc ("Share") as defined in the Terms and Conditions.

Convertible Bond 2025/3 and the related Special Rights were issued to strengthen the Company's equity and the amendments now being made to the Terms and Conditions are made in order for the Company to avoid becoming insolvent and to avoid the payment of default interest, in addition to which the extension of the maturity date of the convertible bonds supports the Company's balance sheet and solvency. There is accordingly a weighty financial reason for the Company for the issuance of Convertible Bond 2025/3 and the Special Rights and for the amendments now being made to the Terms and Conditions. The conversion price of Convertible Bond 2025/3 has been determined on market terms.

The key terms of the Terms and Conditions of Convertible Bond 2025/3 and the Special Rights after the amendments are as follows:

The principal amount of Convertible Bond 2025/3 is EUR 2,000,000. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
The annual interest payable on the principal of Convertible Bond 2025/3 is 6 per cent.
The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2025/3 is 2,000,000.
The principal amount of Convertible Bond 2025/3 is divided into a total of four (4) notes with a nominal value of EUR 500,000 each;
The conversion price of the Share (meaning the per-share subscription price pursuant to the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company's share on Nasdaq Helsinki Ltd during the six (6) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2025/3, provided however that each note may be converted into a maximum of 500,000 new shares in the Company. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2025/3.
The loan period is 30 December 2025 – 31 December 2027 and Convertible Bond 2025/3 together with interest shall be repaid in one instalment on 31 December 2027.

If Turret were to subscribe for the maximum number of 2,000,000 new shares on the basis of this Convertible Bond 2025/3, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 70.11 per cent after full conversion.

The decision on the amendment of the Terms and Conditions of Convertible Bond 2025/3 directed to Turret and the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

2. Equity-linked convertible bonds VVK 2021/2, VVK 2021/4 and VVK 2025/2 directed to Holdix Oy Ab
The Company has issued convertible subordinated loans VVK 2021/2, VVK 2021/4 and VVK 2025/2 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act for subscription by Holdix Oy Ab ("Holdix"). Holdix has subscribed for and paid the convertible bonds in accordance with their respective terms and conditions. The aggregate principal amount of the said convertible bonds, totalling EUR 7,449,456.37, and the accrued interest thereon fall due on 30 September 2026. Holdix has announced that it will not convert the loans into shares and the Company does not have the ability to repay the convertible bonds and their interest on their respective maturity dates.

Convertible Bond	Total Debt EUR	Commencement Date / Interest %	Maturity Date	Number of convertible shares
2021/2	350,000	30.3.2021 / 6 %	30 September 2026	140,000
2021/4	6,061,103.57	20.4.2021 / 6 %	30 September 2026	2,424,450
2025/2	1,038,352.60	30.6.2025 / 6 %	30 September 2026	377,584
Total	7,449,456.37		2,942,034

The Board of Directors proposes that the General Meeting resolve to amend the current terms and conditions of convertible bonds VVK 2021/2, VVK 2021/4 and VVK 2025/2 so that the maturity date for the repayment of the principal and interest and the period for exercising the conversion right would be extended and the maximum number of shares exchangeable under the convertible bonds would be amended taking into account the price level of the Company's share. In addition, certain technical clarifications would be made to the terms and conditions of the convertible bonds. The most material proposed amendments for each convertible bond are set out below. The amendments to the terms and conditions of the convertible bonds will become effective if the General Meeting approves the proposals of the Board of Directors and the parties sign the relevant agreements no later than 30 September 2026.

Convertible Bond 2021/2

The Board of Directors proposes that the General Meeting resolve to amend the terms and conditions ("Terms and Conditions") of the convertible loan with a principal amount of EUR 350,000 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act ("Convertible Bond 2021/2") directed to Holdix in deviation from the pre-emptive rights of shareholders and subscribed for and paid by Holdix, and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights"), as set out in the appendix, so that the Special Rights entitle Holdix or the holder of the Special Rights from time to time to subscribe for a maximum of 350,000 new shares in Digitalist Group Plc ("Share") as defined in the Terms and Conditions.

Convertible Bond 2021/2 and the related Special Rights were issued to strengthen the Company's equity and the amendments now being made to the Terms and Conditions are made in order for the Company to avoid becoming insolvent and to avoid the payment of default interest, in addition to which the extension of the maturity date of the convertible bonds supports the Company's balance sheet and solvency. There is accordingly a weighty financial reason for the Company for the issuance of Convertible Bond 2021/2 and the Special Rights and for the amendments now being made to the Terms and Conditions. The conversion price of Convertible Bond 2021/2 has been determined on market terms.

The key terms of the Terms and Conditions of Convertible Bond 2021/2 and the Special Rights after the amendments are as follows:

The amount of Convertible Bond 2021/2 is EUR 350,000. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
The annual interest payable on the principal of Convertible Bond 2021/2 is 6 per cent.
The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2021/2 is 350,000.
The principal amount of Convertible Bond 2021/2 is divided into a total of two (2) notes with a nominal value of EUR 100,000 each and one (1) note with a nominal value of EUR 150,000;
The conversion price of the Share (meaning the per-share subscription price pursuant to the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company's share on Nasdaq Helsinki Ltd during the six (6) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2021/2, provided however that notes 1-2 may each be converted into a maximum of 100,000 new shares in the Company and note 3 may be converted into a maximum of 150,000 new Shares in the Company. The Conversion Price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2021/2.
The loan period is 30 March 2021 – 31 December 2027 and Convertible Bond 2021/2 together with interest shall be repaid in one instalment on 31 December 2027.

If Holdix were to subscribe for the maximum number of 350,000 new shares on the basis of this Convertible Bond 2021/2, Holdix's ownership would increase from the current approximately 23.70 per cent to approximately 32.36 per cent after full conversion.

The decision on the amendment of the Terms and Conditions of Convertible Bond 2021/2 directed to Holdix and the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

Convertible Bond 2021/4

The Board of Directors proposes that the General Meeting resolve to amend the terms and conditions ("Terms and Conditions") of the convertible loan with a principal amount of EUR 6,061,103.57 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act ("Convertible Bond 2021/4") directed to Holdix in deviation from the pre-emptive rights of shareholders and subscribed for and paid by Holdix, and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights"), as set out in the appendix, so that the Special Rights entitle Holdix or the holder of the Special Rights from time to time to subscribe for a maximum of 6,061,100 new shares in Digitalist Group Plc ("Share") as defined in the Terms and Conditions.

Convertible Bond 2021/4 and the related Special Rights were issued to strengthen the Company's equity and the amendments now being made to the Terms and Conditions are made in order for the Company to avoid becoming insolvent and to avoid the payment of default interest, in addition to which the extension of the maturity date of the convertible bonds supports the Company's balance sheet and solvency. There is accordingly a weighty financial reason for the Company for the issuance of Convertible Bond 2021/4 and the Special Rights and for the amendments now being made to the Terms and Conditions. The conversion price of Convertible Bond 2021/4 has been determined on market terms.

The key terms of the Terms and Conditions of Convertible Bond 2021/4 and the Special Rights after the amendments are as follows:

The principal amount of Convertible Bond 2021/4 is EUR 6,061,103.57. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act;
The annual interest payable on the principal of Convertible Bond 2021/4 is 6 per cent;
The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2021/4 is 6,061,100;
Convertible Bond 2021/4 is divided into a total of ten (10) notes with a nominal value of EUR 606,110.36 each;
The conversion price of the Share (meaning the per-share subscription price pursuant to the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company's share on Nasdaq Helsinki Ltd during the six (6) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2021/4, provided however that each note may be converted into a maximum of 606,110 new shares in Digitalist Group Plc. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2021/4;
The loan period is 20 April 2021 – 31 December 2027 and Convertible Bond 2021/4 together with interest shall be repaid in one instalment on 31 December 2027.

If Holdix were to subscribe for the maximum number of 6,061,100 new shares on the basis of this Convertible Bond 2021/4, Holdix's ownership would increase from the current approximately 23.70 per cent to approximately 76.05 per cent after full conversion.

The decision on the amendment of the Terms and Conditions of Convertible Bond 2021/4 directed to Holdix and the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

Convertible Bond 2025/2

The Board of Directors proposes that the General Meeting resolve to amend the terms and conditions ("Terms and Conditions") of the convertible subordinated loan with a principal amount of EUR 1,038,352.60 pursuant to Chapter 12 Section 1 of the Finnish Limited Liability Companies Act ("Convertible Bond 2025/2") directed to Holdix in deviation from the pre-emptive rights of shareholders and subscribed for and paid by Holdix, and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights"), as set out in the appendix, so that the Special Rights entitle Holdix or the holder of the Special Rights from time to time to subscribe for a maximum of 1,038,352 new shares in Digitalist Group Plc ("Share") as defined in the Terms and Conditions.

Convertible Bond 2025/2 and the related Special Rights were issued to strengthen the Company's equity and the amendments now being made to the Terms and Conditions are made in order for the Company to avoid becoming insolvent and to avoid the payment of default interest, in addition to which the extension of the maturity date of the convertible bonds supports the Company's balance sheet and solvency. There is accordingly a weighty financial reason for the Company for the issuance of Convertible Bond 2025/2 and the Special Rights and for the amendments now being made to the Terms and Conditions. The conversion price of Convertible Bond 2025/2 has been determined on market terms.

The key terms of the Terms and Conditions of Convertible Bond 2025/2 and the Special Rights after the amendments are as follows:

The principal amount of Convertible Bond 2025/2 is EUR 1,038,352.60. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
The annual interest payable on the principal of Convertible Bond 2025/2 is 6 per cent.
The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2025/2 is 1,038,352.
The principal amount of Convertible Bond 2025/2 is divided into one (1) note with a nominal value of EUR 500,000 and one (1) note with a nominal value of EUR 538,352.60.
The conversion price of the Share (meaning the per-share subscription price pursuant to the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company's share on Nasdaq Helsinki Ltd during the six (6) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2025/2, provided however that note 1 may be converted into a maximum of 500,000 new shares in the Company and note 2 may be converted into a maximum of 538,352 new shares in the Company. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2025/2.
The loan period is 30 June 2025 – 31 December 2027 and Convertible Bond 2025/2 together with interest shall be repaid in one instalment on 31 December 2027.

If Holdix were to subscribe for the maximum number of 1,038,352 new shares on the basis of this Convertible Bond 2025/2, Holdix's ownership would increase from the current approximately 23.70 per cent to approximately 44.49 per cent after full conversion.

The decision on the amendment of the Terms and Conditions of Convertible Bond 2025/2 directed to Holdix and the related Special Rights requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.

19. Resolution on possible measures for improving the Company's financial situation
According to Chapter 20 Section 23(3) of the Limited Liability Companies Act, if the Board of Directors of a public limited company notices that the company's equity is less than half of the share capital, the Board of Directors shall, without delay, draw up financial statements and the report of the Board of Directors to ascertain the financial position of the company. If, according to the balance sheet, the equity of the company is less than half of the share capital, the Board of Directors shall, without delay, convene a general meeting to consider measures to remedy the financial position of the company.

According to section 7 of the notice of the General Meeting, the financial statements for the financial period 1 January 2025 – 31 December 2025 to be presented to the General Meeting show that the Company's equity is less than half of the Company's share capital.

From the Report of the Board of Directors in the financial statements of the Company appears that the conversion of debts and interest into equity-linked convertible bonds VVK 2025/1, VVK 2025/2 and VVK 2025/3 pursuant to Chapter 12 of the Finnish Limited Liability Companies Act carried out by the Company during the financial period 2025, measures that have supported and will continue to support the Company's balance sheet and solvency.

The Board of Directors of the Company does not immediately propose any other measures to remedy the Company's financial position, but the Company actively evaluates other possibilities and means to support the Company's financial position.

20. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING

The following documents will be made available to the shareholders on Digitalist Group Plc's website at no later than three weeks prior to the General Meeting: the aforementioned proposals on the agenda for the meeting, Digitalist Group Plc's financial statements, the report of the Board of Directors, the auditor's report, the remuneration report for 2025, the Terms and Conditions of Convertible Bonds 2021/1, 2021/2, 2021/3, 2021/4, 2022/1, 2025/1, 2025/2 and 2025/3 (in Finnish only) 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 shareholders on request. Otherwise, no separate notice of the General Meeting will be sent to the shareholders. The minutes of the General Meeting will be available on the above-mentioned website at the latest on 12 May 2026.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Right to participate and registration
Shareholders who are on the record date of the General Meeting, 16 April 2026, registered in the Company's shareholders' register, maintained by Euroclear Finland Ltd, are entitled to attend the meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the shareholders' register of the Company.

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 p.m. on 23 April 2026. Registration for the General Meeting takes place:

using the form located in the "Investors" section of the Company's website at;

by email to...;

by mail to Digitalist Group Plc/meeting, Siltasaarenkatu 18-20, 00530 Helsinki, Finland;

by telephone between 9:00 and 16:00 to Aila Mettälä at +358 40 531 0678;

When giving an advance notice of attendance, please state the shareholder's name, date of birth / business ID, address, telephone number and the name of any assistant or proxy representative and date of birth of the 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 representative and proxy documents
A shareholder may participate in the General Meeting, and exercise their rights at the meeting, by way of proxy representation.

The shareholder's proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. If a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Please furnish the Company with any proxy documents as an email attachment (e.g. in PDF) or by mail, using the above-mentioned contact information for registration, before the last date for registration.

3. Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which they would be entitled to be registered in the shareholders' register of the Company, maintained by Euroclear Finland Ltd, on 16 April 2026.

Holders of nominee-registered shares are advised to 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. The account management organisation of the custodian bank must register any holder of nominee-registered shares who wishes to participate in the General Meeting into the temporary shareholders' register of the Company by 10 a.m. on 23 April 2026 at the latest.

4. Other instructions and information
The language of the meeting is mainly Finnish.

Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

On the date of this notice of the General Meeting the total number of shares in Digitalist Group Plc is 2,773,721, representing an equal number of votes. On the date of this notice, the Company holds a total of 28,114 treasury shares, which may not be voted at the General Meeting.

In Helsinki on 6 April 2026

DIGITALIST GROUP PLC
Board of Directors

For further information, please contact:

CEO Magnus Leijonborg, tel. +46 76 315 8422,
...

Chair of the Board: Esa Matikainen, tel. +358 40 506 0080,...

Distribution:

Nasdaq Helsinki Ltd
Main media

Attachment

AGM Notice_EN_2026 (Digitalist Group Plc)

MENAFN06042026004107003653ID1110946328

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