REGISTRATION OF THE COMBINATION OF SHARES OF DIGITALIST GROUP PLC, AND ADJUSTMENT OF THE MAXIMUM NUMBERS OF SHARES AVAILABLE FOR SUBSCRIPTION UNDER THE COMPANY’S CONVERTIBLE LOANS AND 2021 STOCK OPTION PROGRAM, AND THE SUBSCRIPTION PRICES
REGISTRATION OF THE COMBINATION OF SHARES OF DIGITALIST GROUP PLC, AND ADJUSTMENT OF THE MAXIMUM NUMBERS OF SHARES IN THE COMPANY AVAILABLE FOR SUBSCRIPTION UNDER THE COMPANY’S CONVERTIBLE LOAN INSTRUMENTS AND THE 2021 STOCK OPTION PROGRAM, AS WELL AS THE SUBSCRIPTION PRICES
Digitalist Group Plc Inventory Change Launch 16 August 2025 at 11:05
Mixture of Shares and Associated Directed Share Concern With out Consideration, Redemption and Cancellation of Shares
Digitalist Group Plc (“Digitalist Group” or the “Firm”) has, on the beforehand introduced mixture date of 15 August 2025, carried out the mix of the Firm’s shares, i.e. the discount of the variety of shares, in addition to the associated directed share concern with out consideration, redemption of shares and cancellation of shares. Following the mix of shares, the Firm’s new whole variety of shares is 2,773,721. The brand new variety of shares has immediately, 16 August 2025, been registered with the Commerce Register maintained by the Finnish Patent and Registration Workplace, and buying and selling within the Firm’s shares with the brand new whole variety of shares will begin on Monday, 18 August 2025, on the official checklist of Nasdaq Helsinki Ltd below the brand new ISIN code FI4000591698. The Firm’s buying and selling code DIGIGR will stay unchanged.
The Extraordinary Common Assembly of the Firm held on 13 August 2025 resolved on the mix of shares and the associated redemption of shares in order that after the mix of shares, one (1) share within the Firm corresponds to each 250 shares within the Firm. In reference to the implementation of the mix of shares, the Board of Administrators resolved to implement the directed share concern with out consideration resolved by the Extraordinary Common Assembly, through which the Firm has transferred with out consideration in whole 636,238 of its personal shares held by the Firm, in order that the variety of shares recorded in every book-entry account holding shares within the Firm is divisible by 250. The full market worth of the shares transferred with out consideration, based mostly on the closing value on 15 August 2025, was roughly 11,706.78 euros.
Following the directed share concern, the Firm has redeemed with out consideration 249 shares for every 250 shares within the Firm, in accordance with the decision of the Extraordinary Common Assembly. The shares of the Firm redeemed in reference to the mix of shares have been cancelled instantly. As well as, in reference to the mix of shares, a complete of 205 of the Firm’s personal shares held by the Firm have been cancelled to ensure that the variety of the Firm’s personal shares held by the Firm and the whole variety of shares within the Firm to be divisible by 250. Following the mix of shares, Digitalist Group holds 28,114 of its personal shares.
The aim of the mix of shares is to enhance the stipulations for buying and selling within the Firm’s shares by rising the worth of a person share and to boost the formation of the share value. The process regarding the mix of shares is described in additional element within the inventory change launch printed by Digitalist Group on 13 August 2025 regarding the resolutions of the Extraordinary Common Assembly.
In accordance with the provisions of the Finnish Restricted Legal responsibility Firms Act relating to associated celebration transactions, the members of the Board of Administrators of Digitalist Group, Paul Ehrnrooth and Peter Eriksson, didn’t take part within the decision-making regarding Turret Oy Ab in relation to the mix of shares.
Adjustment of the utmost numbers of shares within the Firm accessible for subscription below the Firm’s convertible mortgage devices and the 2021 inventory choice programme, in addition to the subscription costs
As a consequence of the implementation of the mix of the Firm’s shares, the Board of Administrators of the Firm resolved on the modifications ensuing from the mix of shares as set out under:
- to the utmost numbers of recent shares within the Firm accessible for subscription, and to the subscription costs, below the Firm’s convertible mortgage devices subscribed for by Turret Oy Ab (“Turret”) and Holdix Oy Ab (“Holdix”) (every a “Convertible Mortgage” and collectively the “Convertible Loans”) 2021/1, 2021/2, 2021/3, 2021/4, 2022/1, 2025/1 and 2025/2, in accordance with the phrases and circumstances (the “Phrases and Circumstances”) of the respective devices; and
- to the utmost numbers of recent shares within the Firm accessible for subscription, and to the subscription costs, below the choice rights granted pursuant to the Firm’s 2021 Inventory Choice Program, and partly to the lapse of sure choice rights.
Convertible Loans 2021/1, 2021/3, 2022/1 and 2025/1
The Board of Administrators of the Firm resolved on the next modifications to the utmost numbers of recent shares within the Firm accessible for subscription, and to the subscription costs, below the Convertible Loans 2021/1, 2021/3, 2022/1 and 2025/1 subscribed for by Turret:
- In accordance with Clause 11 of the phrases and circumstances of the Convertible Loans (the “Phrases and Circumstances”), the Conversion Value of a share (that means the per-share subscription value below the Finnish Restricted Legal responsibility Firms Act) shall be the volume-weighted common value of the Firm’s share on Nasdaq Helsinki Ltd throughout the six (6) months previous the supply of a Conversion Discover as outlined in Clause 13 of the Phrases and Circumstances, supplied, nevertheless, that the volume-weighted common value of the Firm’s share calculated for the interval previous 18 August 2025 shall be multiplied by 250;
- The bonds below Convertible Mortgage 2021/1 could also be transformed right into a most of 260,000 new shares within the Firm;
- The bonds below Convertible Mortgage 2021/3 could also be transformed right into a most of 5,204,280 new shares within the Firm;
- The bonds below Convertible Mortgage 2022/1 could also be transformed right into a most of 772,600 new shares within the Firm;
- The bonds below Convertible Mortgage 2025/1 could also be transformed right into a most of 951,772 new shares within the Firm.
In accordance with the provisions of the Finnish Restricted Legal responsibility Firms Act relating to associated celebration transactions, the members of the Board of Administrators of Digitalist Group, Paul Ehrnrooth and Peter Eriksson, didn’t take part within the decision-making regarding Convertible Loans 2021/1, 2021/3, 2022/1 and 2025/1.
Convertible Loans 2021/2, 2021/4 and 2025/2
The Board of Administrators of the Firm resolved on the next modifications to the utmost numbers of recent shares within the Firm accessible for subscription, and to the subscription costs, below the Convertible Loans 2021/2, 2021/4 and 2025/2 subscribed for by Holdix:
- In accordance with Clause 11 of the phrases and circumstances of the Convertible Loans (the “Phrases and Circumstances”), the Conversion Value of a share (that means the per-share subscription value below the Finnish Restricted Legal responsibility Firms Act) shall be the volume-weighted common value of the Firm’s share on Nasdaq Helsinki Ltd throughout the six (6) months previous the supply of a Conversion Discover as outlined in Clause 13 of the Phrases and Circumstances, supplied, nevertheless, that the volume-weighted common value of the Firm’s share calculated for the interval previous 18 August 2025 shall be multiplied by 250;
- The bonds below Convertible Mortgage 2021/2 could also be transformed right into a most of 140,000 new shares within the Firm;
- The bonds below Convertible Mortgage 2021/4 could also be transformed right into a most of two,424,450 new shares within the Firm;
- The bonds below Convertible Mortgage 2025/2 could also be transformed right into a most of 377,584 new shares within the Firm.
Inventory Choice Program 2021
Digitalist Group has just one inventory choice program in pressure, particularly the Inventory Choice Program 2021. All legitimate choice rights granted to recipients below the Inventory Choice Program 2021 have been designated with the identifier 2021A2 (“Choice Rights 2021A2”), and no different choice rights with totally different identifiers below the Inventory Choice Program 2021 stay in pressure.
Every Choice Proper 2021A2 entitles its holder to subscribe for one new share within the Firm.
Earlier than the mix of shares, there have been 7,300,000 Choice Rights 2021A2 in pressure, and below their phrases the subscription value for brand new shares within the Firm with the Choice Rights 2021A2 was EUR 0.0298 per share. The subscription interval for the Choice Rights 2021A2 commences on 1 January 2026 and ends on 31 December 2026.
On 15 August 2025, the Board of Administrators of the Firm resolved to amend the phrases of the Choice Rights 2021A2 granted below the Inventory Choice Program 2021 in order to take into consideration the mix of shares as follows:
- the Choice Rights 2021A2 could also be used to subscribe for a most of 29,200 new shares within the Firm; and
- the subscription value for the brand new shares within the Firm to be subscribed for with the Choice Rights 2021A2 shall be EUR 7.45 per share.
The Board of Administrators of the Firm resolved that the opposite choice rights below the Inventory Choice Program 2021 (2021A1, 2021B1, 2021B2 and 2021C1) have lapsed.
DIGITALIST GROUP PLC
Board of Administrators
For additional data, please contact:
CEO Magnus Leijonborg, tel. +46 76 315 8422,
magnus.leijonborg@digitalistgroup.com
Chair of the Board: Esa Matikainen, tel. +358 40 506 0080,
esa.matikainen@digitalistgroup.com
Distribution:
Nasdaq Helsinki Ltd
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