Notice of the Annual General Meeting of Digital Workforce Services Plc

Notice of the Annual General Meeting of Digital Workforce Services Plc

Digital Workforce Services Plc

Company Release 22.3.2022 at 17:30 EET

 

Notice of the Annual General Meeting of Digital Workforce Services Plc

The Annual General Meeting of Digital Workforce Services Plc (”Digital Workforce Services” or ”Company”) will be held on Tuesday, April 12, 2022 at 10:00 EET. The Annual General Meeting will be held on an exceptional basis without the presence of shareholders or their proxy representatives at the meeting venue at Digital Workforce Services, Mechelininkatu 1, 00180 Helsinki.

The Annual General Meeting is held pursuant to the Temporary Act 375/2021, which entered into force on 8 May 2021. Digital Workforce Services Plc's Board of Directors has decided on the measures permitted by the Temporary Act so that the meeting can be held in a predictable manner and taking into account the health and safety of the Company's shareholders, personnel and other stakeholders.

The Company’s shareholders and their proxy representatives may participate in the Annual General Meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals and questions in advance in accordance with this invitation and any other instructions of the Company. More detailed instructions are provided in section C. “Instructions for the participants in the meeting”.

It is not possible to attend the Annual General Meeting in person at the venue and no video connection will be arranged to the venue during the Annual General Meeting.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting and calling the meeting to order

Karri Lehtonen will act as the Chairperson of the meeting. Should Karri Lehtonen for a weighty reason not be able to act as the Chairperson of the Annual General Meeting, the Company’s Board of Directors will appoint a person that it deems most suitable to act as the Chairperson. The Chairperson may appoint a secretary for the meeting.

2. Election of persons to scrutinize the minutes and to supervise the counting of votes

Jaana Sirkiä will act as the person to scrutinize the minutes and supervise the counting of votes. Should Jaana Sirkiä for a weighty reason not be able to act as the person to scrutinize the minutes and supervise the counting of votes, the Board of Directors of the Company will appoint a person it deems most suitable to act as the person to scrutinize the minutes and supervise the counting of votes. 

3. Recording the legality of the meeting 

4. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance during the advance voting period and who have the right to attend the Annual General Meeting under Chapter 5, Sections 6 and 6 a of the Finnish Companies Act will be recorded to have attended the meeting. The list of votes will be adopted according to information provided by Euroclear Finland Ltd. and Innovatics Ltd.

5. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2021

As shareholders can only participate in the meeting by voting in advance, the Company's annual accounts, report of the Board of Directors and the auditor's report published on March 21, 2022, which is available on the Company's website, will be deemed to have been presented to the Annual General Meeting.

6. Adoption of the annual accounts

7. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the Annual General Meeting that the Company does not distribute a dividend for the financial period 1 January 2021 - 31 December 2021.

8. Resolution on the discharge of the members of the board of directors and the CEO from liability for the financial year 1.1.-31.12.2021.

9. Resolution on the remuneration of the members of the Board of Directors and the committees established by the Board of Directors

Shareholders representing a total of approximately 61% of all shares and voting rights propose to the Annual General Meeting that the elected members of the Board of Directors be paid the following fees for the term beginning at the end of the Annual General Meeting of April 12th, 2022 and ending at the end of the next Annual General Meeting:

• the Chairman of the Board 6,250 EUR per month.
  In addition to the above-mentioned cash reward, a total of 70,652 stock options will be granted to the Chairman of the Board, which entitles the holder to subscribe for a maximum of the same number of new shares in the company. The shares to be issued on the basis of the options can be subscribed for in equal installments on a quarterly basis over three years. The subscription price for the shares to be subscribed for on the basis of the options is EUR 4.60 per share. The Board of Directors decides on the issuance of stock options and their detailed terms pursuant to its valid authorization, and
• other Members of the Board each 1,667 EUR per month.

In addition, the Board proposes that the travel expenses of the Members of the Board be reimbursed in accordance with the company’s travel policy.

10. Resolution on the number of members of the Board of Directors

Shareholders representing a total of approximately 61% of all shares and voting rights proposes to the Annual General Meeting that seven (7) members be elected to the Board of Directors.

11. Election of members and the Chairman of the Board of Directors

Shareholders representing a total of approximately 61% of all shares and voting rights proposes to the Annual General Meeting that the following persons be re-elected as members of the Board of Directors for a term beginning at the end of the Annual General Meeting and ending at the end of the next Annual General Meeting:

• Timo Ahopelto
• Leena Niemistö
• Juha Mikkola
• Jukka Virkkunen
• Heikki Länsisyrjä
• Marika Auramo

and as a new member:

• Jukka Tapani Bergqvist

Shareholders representing a total of approximately 61% of all shares and voting rights propose to the Annual General Meeting that Jukka Tapani Bergqvist be elected Chairman of the Board of Directors.

The above-mentioned candidates have given their consent to the election.

The new board member will be introduced on the company website as of March 25, 2022 https://digitalworkforce.com/investors/governance/annual-general-meeting//annual-general-meeting-2022

12. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the auditor’s fees be paid according to a reasonable invoice.

13. Election of the auditor

The Board of Directors proposes to the Annual General Meeting that KPMG Oy be re-elected as the auditor of the Company. KPMG Oy has informed the Company that authorized public accountant Toni Aaltonen will be the auditor with principal responsibility.

14. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals of the Board of Directors relating to the agenda of the Annual General Meeting as well as this notice are available on Digital Workforce Services Plc’s website at https://digitalworkforce.com/investors/governance/annual-general-meeting//annual-general-meeting-2022

The minutes of the meeting will also be available at the above-mentioned website on April 15th, 2022, at the latest.

C.  Instructions for the participants in the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. It is also not possible for a shareholder or his/her proxy representative to participate in the Annual General Meeting by means of real-time telecommunications. Shareholders may participate in the AGM and exercise their rights at the Annual General Meeting only by voting in advance in accordance with the instructions presented below.

1. Shareholder, who are registered in the shareholders’ register

Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on the record date of the Annual General Meeting, i.e. on March 31, 2022, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company. A shareholder may attend the Annual General Meeting and exercise his/her rights there only in advance in accordance with the instructions below. Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.

2. Notice of participation and voting in advance

The registration and advance voting period commence on March 25, 2022, at 12:00 a.m. once the deadline for delivering counterproposals to be put to a vote has expired as presented in section 5 and Digital Workforce Services has published the counterproposals on its website. A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the Annual General Meeting by voting in advance shall register for the Annual General Meeting and vote in advance no later than on April 5, 2022, at 16:00. Finnish time by which time the registration and the advance votes shall be received by the Company.

Shareholders must provide the required personal data upon registration including shareholders name, date of birth and contact information.  Personal data submitted to Digital Workforce Services Oyj and Innovatics Oy shall only be used for the annual general meeting purposes and the processing of the related registrations.

Shareholders with a Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda between March 25th, 2022, 12:00 Finnish time, and April 5th, 2022, 16:00 Finnish time, in the following ways:

a) On the Company’s website: https://digitalworkforce.com/investors/governance/annual-general-meeting//annual-general-meeting-2022 .

Individual shareholders log in to the service with strong electronic authentication, which works with bank IDs or a mobile certificate. Strong electronic identification for registration and advance voting requires the use of Finnish or Swedish bank IDs or a mobile certificate.

b) by email or mail

A shareholder may send the advance voting form available on the Company’s website or corresponding information by regular mail to Innovatics Oy, Yhtiökokous / Digital Workforce Services Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email at agm@innovatics.fi no later than on April 5th, 2022 at 16:00. A shareholder’s advance votes will be taken into account if the shareholder provides a duly populated and signed advance voting form and the required appendices, if any, in accordance with the instructions set out on the form before the expiry of the registration and advance voting period.

Instructions relating to the advance voting may also be found on the Company’s website https://digitalworkforce.com/investors/governance/annual-general-meeting//annual-general-meeting-2022.  Further information regarding registration and advance voting is available by telephone during the registration period of the Annual General Meeting on 010 2818 909 on weekdays from 9:00 to 12:00 and from 13:00 to 16:00.

3. Proxy representative and power of attorneys

A shareholder may attend the Annual General Meeting and exercise his/her rights at the meeting also through a proxy representative. The proxy representative must also vote in advance by post or e-mail as described in this invitation (the proxy representative cannot vote via the electronic advance voting system).

Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent.  Statutory right of representation may be demonstrated by using the suomi.fi e-authorisations service which is in use in the online registration service.

If a shareholder participates in the Annual General Meeting through several proxy representatives who represent the shareholder with shares in different book-entry accounts, the shares on the basis of which each proxy representative represents the shareholder must be stated in connection with the registration.

The proxy representative of a shareholder shall deliver duly populated and signed proxy documents together with the signed and duly populated advance voting form in accordance primarily as an attachment in connection with the electronic registration and advance voting or alternatively by mail to Innovatics Oy, Yhtiökokous / Digital Workforce Services Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email at agm@innovatics.fi no later than on April 5th, 2022 at 16:00.

The template for the proxy and voting instructions will be available on the Company's website https://www.Digital Workforce Services.com/AGM-2022 no later than March 25th, 2022, when the deadline for submitting counter-proposals for voting has expired and the company has published any counter-proposals for voting on its website.

Only delivering proxy documents to the Company or Innovatics Oy does not result in the shareholder’s advance votes being taken into account. The successful registration of a shareholder and the shareholder’s advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.

4. Holders of nominee-registered shares.

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on March 31st, 2022, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by April 7th, 2022, at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date of the Annual General Meeting do not affect the right to attend the Annual General Meeting or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the notification for temporary entry into the shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to notify a holder of nominee registered shares, who wants to participate in the Annual General Meeting, for temporary entry into the shareholders’ register of the Company at the latest by March 31st, 2022, at 10.00 a.m. and take care of advance voting on behalf of the nominee registered shareholder. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee registered shares within the registration period for nominee-registered shares.

5. Submitting counterproposals concerning the proposed resolutions on the agenda and sending questions in advance

Shareholders holding at least one hundredth of all the Company's shares within the meaning of the Temporary Act have the right to make a counterproposal to the proposed resolutions on the agenda of the Annual General Meeting. Such counterproposals must be submitted to Digital Workforce Services by e-mail yhtiokokous@DigitalWorkforce.com no later than at 16.00 on March 24th, 2022. Shareholders who make a counterproposal must submit a statement of their ownership in connection with the submission of the counterproposal. The counterproposal will be considered at the Annual General Meeting on the condition that the shareholder has the right to participate in the Annual General Meeting and that the shareholder owns at least one hundredth of all the Company's shares on the record date of the Annual General Meeting. If the counterproposal is not considered at the Annual General Meeting, the votes cast in favor of the counterproposal shall be disregarded. Digital Workforce Services will publish any counterproposals to be put to the vote on Digital Workforce Services's website https://digitalworkforce.com/investors/governance/annual-general-meeting//annual-general-meeting-2022 
no later than at march 25th, 2022.

Shareholders have the right to send questions and request information with respect to the matters to be considered at the meeting pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act by email to the address yhtiokokous@DigitalWorkforce.com no later than by March 29th, 2022 at 16:00. The Company will publish the shareholders’ questions along with the management’s and the Board of Directors’ responses as well as any counterproposals not eligible for voting on the Company’s website https://digitalworkforce.com/investors/governance/annual-general-meeting//annual-general-meeting-2022 at the latest on April 1st, 2022.

Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the Company.

6. Other instructions and information

On the date of the notice to the Annual General Meeting, March 22nd, 2022 the total number of shares and votes in Digital Workforce Services Plc is 11 086 938.  The company does not hold any of its own shares.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.

 

DIGITAL WORKFORCE SERVICES PLC

Helsinki, March 22nd, 2022

Board of Directors

 

More information:

Mika Vainio-Mattila, CEO

tel. +358 40 752 0617

mika.vainio-mattila@digitalworkforce.com 

Certified financial supervisor:

Danske Bank,

tel. +358 40 841 3052