Digital Workforce Services Plc
Company announcement 13 April 2023 at 16.00 EET
Resolutions of Digital Workforce Services Plc’s Annual General Meeting 2023
The Annual General Meeting of Digital Workforce Services Plc was held today on April 13, 2023 in Helsinki, Finland. The Annual General Meeting was held at Digital Workforce Services’ office in Mechelininkatu 1a, 00180 Helsinki. Shareholders in the Company and their proxy representatives were able to participate in the meeting and exercise shareholder rights also through voting in advance as well as by making counterproposals and presenting questions in advance.
Adoption of the annual accounts
The Annual General Meeting adopted the financial statements for the financial year of 2022 and discharged the members of the Board of Directors and the CEO from liability.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting resolved that no dividend be distributed for the financial year ended on 31 December 2022, as proposed by the Board of Directors.
Resolution on the discharge of the members of the board of directors and the CEO from liability for the financial year 1.1.-31.12.2022.
The Annual General Meeting discharged the members of the board of directors and the CEO from liability for the financial year 1.1.-31.12.2022.
Resolution on the remuneration of the members of the Board of Directors and the committees established by the Board of Directors
The Annual General Meeting resolved 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 13th, 2023 and ending at the end of the next Annual General Meeting:
- Chairman of the Board 4,167 EUR per month, and
- other Members of the Board each 1,667 EUR per month.
In addition, the travel expenses of the Members of the Board are reimbursed in accordance with the company’s travel policy.
Resolution on the number of members of the Board of Directors
The number of the members of the Board of Directors was confirmed to be seven (7).
The following persons were 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:
- J.T. Bergqvist
- Timo Ahopelto
- Leena Niemistö
- Juha Mikkola
- Jukka Virkkunen
- Heikki Länsisyrjä
- Marika Auramo
In its meeting the Board of Director elected J.T. Bergqvist Chairman of the Board of Directors.
Election and remuneration of the Auditor
KPMG Oy Ab, authorized public accountants, was re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. KPMG Oy Ab has announced that it will appoint Toni Aaltonen, APA, as the auditor with principal responsibility.
The Auditor’s fees will be paid against the Auditor’s reasonable invoice approved by the Company.
Authorization for the Board of Directors to decide on the acquisition of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the acquisition of the Company's own shares in one or more tranches as follows:
The total number of own shares to be acquired may be a maximum of 1 118 278 shares. The proposed number of shares represents approximately 10 percent of all the shares of the Company on the date of the Notice of the Annual General Meeting.
Based on the authorization, the Company's own shares may only be acquired with unrestricted equity.
The Board of Directors will decide how the Company's own shares will be acquired. Financial instruments such as derivatives may be used in the acquirement. The Company's own shares may be acquired in other proportion than the shareholders' proportional shareholdings (directed acquisition). Own shares could be purchased at a price formed in public trading on the Nasdaq Helsinki Oy on the date of acquisition.
The authorization will be in force until the next Annual General Meeting but no later than until June 30, 2024.
Amendment to the Articles of Association with regard to the arrangements for the General Meeting of Shareholders
The Annual General Meeting resolved to add to the Articles of Association the possibility to alternatively attend the General Meeting remotely during the meeting (hybrid meeting) or without a physical meeting place (remote meeting). The amendment would be made to Article 7 (Notice Convening the General Meeting of Shareholders) of the Articles of Association.
New article in the Articles of Association:
Article 7§ Notice Convening the General Meeting of Shareholders
The notice of the General Meeting will be published on the company's website no earlier than three (3) months and no later than three (3) weeks before the General Meeting, but always at least nine (9) days before the record date of the General Meeting of shareholders.
The Board of Directors may decide that a shareholder may also participate in the General Meeting by exercising his/her right to vote by means of a telecommunication link and technical aid before or during the meeting (hybrid meeting). The Board of Directors may also decide that the general meeting is to be held without a meeting venue so that shareholders exercise their decision-making power fully and in a timely manner during the meeting by means of telecommunication and technical aids (remote meeting).
The minutes of the Annual General Meeting will be available on the Company’s website at https://digitalworkforce.com/investors/governance/annual-general-meeting/ on May 12, 2023 at the latest.
Digital Workforce Services Plc
The Board of Directors
For further information, please contact:
Jussi Vasama, Tel. +358 50 380 9893
Certified advisor
Danske Bank, Tel. +358 40 841 3052
About Digital Workforce Services Oyj
About Digital Workforce Services Plc
Digital Workforce Services Plc is a leading business process automation services and technology solution provider globally. Digital Workforce Outsmart services and technology solution suite allow organizations to save costs, accelerate digitalization, increase revenue, improve customer experience and gain competitive advantage. Globally, over 200 large customers use Digital Workforce’s services and technologies to transform their businesses with automation. Founded in 2015, Digital Workforce currently employs over 200 business automation specialists in the US, the UK, Ireland, Poland, Germany, Finland, Sweden, Norway, and Denmark. Digital Workforce is publicly listed in Nasdaq First North Growth Market Finland.
https://digitalworkforce.com