10.4.2025 15:00:01 EEST | Digital Workforce Services Oyj | Company Announcement

Company Announcement April 10, 2025 at 3pm EET 

Resolutions of Digital Workforce Services Plc’s Annual General Meeting 2025

The Annual General Meeting of Digital Workforce Services Plc was held today on April 10, 2025 in Helsinki, Finland. The Annual General Meeting was held at Digital Workforce Services’ office in Mechelininkatu 1, 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 2024.

Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting resolved that a dividend of EUR 0.03 per share and an additional dividend of EUR 0.06 per share will be paid from the company's distributable assets for the financial period January 1, 2024 - December 31, 2024.

The dividend will be paid in one installment to shareholders who are registered in the Company's shareholder register maintained by Euroclear Finland Ltd on the dividend record date of April 14, 2025. The dividend payment date is April 23, 2025.

Resolution on the discharge of the members of the board of directors and the CEO from liability for the financial year 1.1.-31.12.2024.
The Annual General Meeting discharged the members of the board of directors and the CEO from liability for the financial year 1.1.-31.12.2024.

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 10th, 2025 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 six (6).

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:

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

and as a new member:

• Miika Huttunen

In its meeting the Board of Director elected Heikki Länsisyrjä 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 Petri Sammalisto, 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 1 129 576 shares. The 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 can 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, 2026.

Authorization for the Board of Directors to decide on issuance of shares, option rights and other special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to decide on issuance of new shares and the conveyance of the Company's own shares held by the Company (treasury shares) and the issuance of option rights and other special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act. The Board would, pursuant to the authorization, be entitled to decide on the issuance of a maximum of 1 129 576 new shares in one or several instalments. The number of shares represents approximately 10 percent of all the shares of the Company on the date of the Annual General Meeting.

The issuance of shares, the conveyance of treasury shares and the granting of option rights and other special rights entitling to shares may be done in deviation from the shareholders’ pre-emptive right (directed issue).

The Board of Directors will decide on all other factors related to share issues and the assignment of shares and decide on all terms and conditions of the option rights and other special rights entitling to shares.

The Board may use the authorization to implement mergers and acquisitions or other arrangements relating to the Company’s operations and capital structure, to implement incentive or commitment schemes for the group personnel or for other purposes decided by the Board.

The authorization is valid until the end of the next Annual General Meeting, but not later than 30 June, 2026.

The minutes of the Annual General 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 April 24, 2025 at the latest.

Digital Workforce Services Plc

The Board of Directors

For further information please contact:

Jussi Vasama, CEO, Digital Workforce Services Plc. Tel. +358 50 380 9893

Certified advisor 

Aktia Alexander Corporate Finance Oy. Tel. +358 50 520 4098

About Digital Workforce Services Oyj

About Digital Workforce Services Plc

Digital Workforce Services Plc is a leader in business automation and technology solutions. Its Outsmart platform and services, including Enterprise AI Agent solutions, empower organizations to transform knowledge work, reduce costs, accelerate digitalization, enhance customer experiences, and strengthen their competitive edge. Over 200 large international organizations rely on the company’s services to drive transformation through automation. Digital Workforce has particular expertise in automating healthcare and social care pathways, advancing long-term condition follow-up, improving patient safety, and enhancing the productivity of healthcare professionals. Founded in 2015, Digital Workforce employs over 200 business automation specialists across the US, UK & Ireland, and Northern and Central Europe. The company is listed on the Nasdaq First North Growth Market Finland.

https://digitalworkforce.com