Digia Oyj - Notice to general meeting

Notice to the Annual General Meeting 2017 of Digia Plc

Digia Plc
Stock Exchange Release
3 February 2017 at 8:00 am

NOTICE TO THE ANNUAL GENERAL MEETING 2017 OF DIGIA PLC

Notice is given to the shareholders of Digia Plc to the Annual General Meeting
to be held on Thursday, 16 March 2017, starting at 10.00 a.m. at the
headquarters of the company, address Atomitie 2 A, 00370 Helsinki, Finland. The
reception of persons who have registered for the Meeting and distribution of
voting tickets will commence at 9:00 a.m. 

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm the minutes and to supervise the counting of
votes 

4. Recording the legality of the meeting

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

6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for 2016 
- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 
The Board proposes to the Annual General Meeting that based on the balance
sheet to be adopted for the accounting period ended December 31, 2016 a
dividend of EUR 0,08 per share will be paid. The dividend will be paid to
shareholders registered in the Register of Shareholders held by Euroclear
Finland Ltd on the record date 20 March 2017. The dividend will be paid on 29
March 2017. 

9. Resolution on the discharge of the Members of the Board of Directors and the
Managing Director from liability 

10 Resolution on the remuneration of the Members of the Board of Directors
The Board's Nomination Committee proposes to the Annual General Meeting that
remuneration payable to the Board Members to be elected for the term until the
close of Annual General Meeting 2018 shall be EUR 2,500, to the Vice Chairman
of the Board EUR 3,500 and EUR 5,500 to the Chairman of the Board. In addition,
Chairmen will receive a meeting fee of EUR 1,000 for every meeting and other
memebers will receive a meeting fee of EUR 500 for every meeting, including the
meetings of the committees set by the Board. None of the fees shall be paid to
the Board Member, who will serve the company under a separate employment
agreement. In addition to the above mentioned fees the ordinary and reasonable
expenses of Board member will be remunerated according to the invoice. 

11. Resolution on the number of Members of the Board of Directors
The Board's Nomination Committee proposes to the Annual General Meeting that
the number of Board members will be five. 

The major shareholders, representing 46.35% of the voting rights of the shares
in the company, have notified the company that they will support the above
mentioned proposal. 

12. Election of Members of the Board of Directors
The Board's Nomination Committee proposes to the Annual General Meeting that
the following five (5) persons, who have agreed to accept the positions in
question, will be appointed to Digia's Board of Directors until the end of the
next AGM in spring 2018: current Board members Martti Ala-Härkönen, Päivi
Hokkanen, Robert Ingman, Pertti Kyttälä and Seppo Ruotsalainen. 

Profiles of the proposed members are available at Digia Plc's website at
www.digia.com. 

The major shareholders, representing 46.35% of the company's shares and votes,
have notified the company that they will support the above mentioned proposal. 

13. Resolution on the remuneration of the auditor
The Board's Audit Committee proposes to the Annual General Meeting that
company's auditor will be reimbursed according to the auditor's reasonable
invoice. 

14. Authorizing of the Board of Directors to decide on the repurchase and/or
distress of the company's own shares 
The Board proposes that the Annual General Meeting authorize the Board to
decide on the repurchase and/or distress of a maximum of 2,000,000 of company's
own shares by using funds in the unrestricted equity. The Board shall decide on
how the shares will be repurchased. The shares may be repurchased in another
proportion than that of the shares held by the current shareholders. The
authorization also includes the acquisition of shares through public trading
organized by NASDAQ Helsinki Oy in accordance with its and Euroclear Finland
Ltd's rules and instructions, or through offers made to shareholders. The
shares may be repurchased in order to improve the capital structure of the
company, finance or carry out acquisitions or other arrangements, to carry out
company's share-based incentive schemes, or to be transferred for other
purposes, or to be cancelled. The shares shall be repurchased for a price based
on the fair value quoted in public trading. The authorization replaces the
authorization granted by the Shareholders' Meeting on 16 March 2016 and shall
be valid for 18 months from the issue date of the authorization, i.e. until 16
September 2018. 

15. Authorizing the Board of Directors to decide on a share issue and granting
of special rights entitling to shares 
The Board proposes that the Annual General Meeting authorize the Board to
decide on share issue and granting of special rights prescribed in Chapter 10
Section 1 of the Companies Act, subject to or free of charge, in one or several
installments on the following terms: The maximum total number of shares to be
issued by the virtue of the authorization is 6,000,000. The authorization
concerns both the issuance of new shares as well as the transfer of treasury
shares. By virtue of the authorization, the Board of Directors is also entitled
to decide on share issues and granting of special rights waiving the
pre-emptive subscription rights of the shareholders (directed issue), however
such directed issues shall not exceed 2,000,000 shares. The authorization may
be used in order to finance or carry out acquisitions or other arrangements, to
carry out company's share-based incentive schemes and to improve the capital
structure of the company, or to be used for other purposes decided by the Board
of Directors. The authorization includes the Board of Directors' right to
decide on all terms relating to the share issue and granting of special rights,
including subscription price, its payment and its entry into the company's
balance sheet. The authorization replaces the authorization granted by the
Shareholders' Meeting on 16 March 2016 and shall be valid for 18 months from
the issue date of the authorization, i.e. until 16 September 2018. 

16. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals of the Board of Directors and its committees relating to the
agenda of the General Meeting as well as this summons are available on Digia
Plc's website at www.digia.com/investors. Digia Plc's annual accounts, reports
of the Board of Directors and the auditor's reports for the past three (3)
fiscal years as well as Board's report of factors that have had essential
impact on the company since the company's financial statement 2016 are
available on the above-mentioned website, no later than March 16, 2017. The
proposals and the annual accounts as well as the partial demerger plan are also
available at the meeting. Copies of these documents and of this summons will be
sent to shareholders upon request. 

The minutes of the meeting will be available on the above-mentioned website as
from 30 March 2017. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration
Each shareholder, who is registered on Monday 6 March 2017 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the 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, who is registered in the shareholders' register of the company
and wants to participate in the General Meeting, shall register to the company
for the meeting no later than 13 March 2017 by 10:00 a.m. by giving a prior
notice of participation. Notice shall arrive before the end of the said
registration period. Notice can be given: 

a) at Digia Plc's website, address www.digia.com/investors
b) by telephone to +358 50 461 9197 during working days between 9 am and 11 am
(Finnish time), 
c) by e-mail invest@digia.com or
d) by regular mail to Digia Plc, Maarit Mikkonen, Atomitie 2 A, 00370 Helsinki,
Finland. 

In connection with the registration, a shareholder shall notify his/her name,
social security number, address and telephone number and the name and social
security number of a possible assistant or proxy representative. 

The personal data given to Digia Plc is used only in connection with the
General Meeting and with the processing of related registrations. The
shareholder, his/her authorized representative or proxy representative shall,
where necessary, be able to prove his/her identity and/or right of
representation. 

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, i.e. on 6 March 2017, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the 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 13 March 2017 by 10:00 a.m. As regards nominee registered shares this
constitutes due registration for the General Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the General Meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the General Meeting,
into the temporary shareholders' register of the company at the latest by the
time stated above. 

3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting also by way of proxy representation. 

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When a shareholder participates in the General Meeting by
means of several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting. 

Possible proxy documents should be delivered in originals to the address above
before the last date for registration. 

4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this Notice to the General Meeting 3 February 2017, the total
number of shares and votes in Digia Plc is 20,875,645. 

Helsinki, 3 February 2017

DIGIA PLC
Board of Directors

For further information:
President and CEO Timo Levoranta, tel. +358 (0)10 313 3000 (exchange)

Distribution:
NASDAQ Helsinki
Key media
www.digia.com

Digia is a profitably growing IT service company that helps its customers
harness digital opportunities. As a visionary partner, Digia develops and
innovates solutions that support business operations together with its
customers. We adapt our expertise to their specific industries to help them
develop digital services, manage operations and utilise information. We employ
872 experts in Finland and Sweden. We are expanding our international presence
together with our customers. Digia's continuing operations had net sales of EUR
86.5 million in 2016. The company is listed on NASDAQ Helsinki (DIG1V).
www.digia.com