Digitalist Group Oyj: Digitalist Group Plc restructures its financing, directed convertible capital bond to Turret Oy Ab

Digitalist Group Oyj Inside information 30 December 2025 at 19:15

Digitalist Group Plc restructures its financing, directed convertible capital bond to Turret Oy Ab

Based on the authorisation granted by the Extraordinary General Meeting held on 13 August 2025, the Board of Directors of Digitalist Group Plc ("Digitalist Group" or the "Company") resolved, in deviation from the pre-emptive right of the Company's shareholders, to direct to Turret an equity-type convertible loan (a capital loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act) (the "Convertible Bond 2025/3") and the special rights attached thereto pursuant to Chapter 10, Section 1(2) of the Finnish Limited Liability Companies Act (the "Special Rights") for subscription by Turret in accordance with the terms and conditions of the loan agreement (the "Terms").

Turret is the Company's largest shareholder.

The principal terms of the Convertible Bond 2025/3 and the related Special Rights are as follows:

• the principal amount is EUR 2,000,000;

• the principal amount bears annual interest at a rate of 6 per cent;

• the maximum number of new shares in Digitalist Group to be issued on the basis of the conversion right attached to the Convertible Bond 2025/3 is 1,000,000 shares;

• the Convertible Bond 2025/3 is divided into four (4) notes, each with a nominal amount of EUR 500,000;

• the conversion price of a share (meaning the subscription price per share in accordance with the Finnish Limited Liability Companies Act) shall be the trade volume weighted average price of the Company's share in trading on Nasdaq Helsinki during the three (3) months preceding the submission of the Conversion Notice as defined in Section 13 of the Terms of the Convertible Bond 2025/3, provided that each of notes 1-4 may be converted into a maximum of 250,000 new shares in the Company. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms of the Convertible Bond 2025/3;

• the term of the loan is from 30 December 2025 to 30 September 2027, and the Convertible Bond 2025/3, together with accrued interest, shall be repaid in full in a single lump-sum payment on 30 September 2027.

In accordance with the Terms of the Convertible Bond 2025/3, Turret has paid the subscription price of the loan to the Company on 30 December 2025 by setting off the principal amount of the loan receivable granted by Turret to the Company on 30 October 2023 in the amount of EUR 2,000,000.

Pursuant to the provisions of the Finnish Limited Liability Companies Act concerning related party transactions, the members of the Board of Directors of Digitalist Group, Paul Ehrnrooth and Peter Eriksson, have not participated in the decision-making relating to the Convertible Bond 2025/3.

DIGITALIST GROUP OYJ

Board of Directors

More info on:

Digitalist Group Oyj

CEO Magnus Leijonborg
tel. [phone] [e-mail]

Chairman of the Board Esa Matikainen,
tel. [phone], [e-mail]

Distribution:
Nasdaq Helsinki Ltd
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