Digia Oyj - Decisions of general meeting

THE DECISIONS OF DIGIA PLC'S ANNUAL GENERAL MEETING AND THE ORGANISING MEETING OF THE COMPANY'S BOARD OF DIRECTORS

Helsinki, 2014-03-11 13:10 CET (GLOBE NEWSWIRE) -- DIGIA PLC     STOCK EXCHANGE
RELEASE  MARCH 11, 2014 AT 2:10 P.M. 



THE DECISIONS OF DIGIA PLC'S ANNUAL GENERAL MEETING AND THE ORGANISING MEETING
OF THE COMPANY'S BOARD OF DIRECTORS 

Digia Plc´s Annual General Meeting (AGM) held on March 11, 2014 adopted the
company's annual accounts including the consolidated annual accounts for 1 Jan
- 31 Dec 2013 and discharged the Members of the Board and the Chief Executive
Officer from liability. 

Capital Return
The AGM decided in accordance with the Board's proposal that based on the
adopted balance sheet for the accounting period ended December 31, 2013 a
capital return of EUR 0.10 per share will be paid from the parent company's
invested unrestricted equity fund. The capital return will be paid to
shareholders registered in the Register of Shareholders held by Euroclear
Finland Ltd on the record date March 14, 2014. The capital return will be paid
on March 21, 2014. 

Composition of the Board of Directors
The AGM decided to elect seven members to the Board. Re-elected as Board
Members were: Päivi Hokkanen, Robert Ingman, Kari Karvinen, Pertti Kyttälä,
Seppo Ruotsalainen, Leena Saarinen and Tommi Uhari. At the Organising Meeting
held after the General Meeting, Pertti Kyttälä was elected as Chairman of the
Board and Robert Ingman was elected as Vice Chairman of the Board. 

The Board decided the composition of Board's committees as follows:
Audit committee: Pertti Kyttälä (chairman), Kari Karvinen, Seppo Ruotsalainen
and Tommi Uhari 
Compensation committee: Päivi Hokkanen (chairman), Robert Ingman and Leena
Saarinen 
Nomination committee: Robert Ingman (chairman), Kari Karvinen and Pertti Kyttälä

Remuneration of the Members of the Board and the auditor
The AGM decided that remuneration for the Board will remain the same and the
monthly fee of EUR 2,500 is payable to the Members of the Board, EUR 3,500 to
the Vice Chairman of the Board and EUR 5,500 to the Chairman of the Board. In
addition, the Members will receive a meeting fee of EUR 500 for every meeting,
including the meetings of the committees set by the Board. 

The auditor will, according to AGM decision, be reimbursed for fee and expenses
in accordance with the auditor's reasonable invoice. 

Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the company's own shares 
The AGM authorized the Board of Directors to decide on the repurchase and/or on
the acceptance as pledge of a maximum of 2,000,000 of company's own shares. Own
shares can be purchased only 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 OMX Helsinki Oy in accordance with its and
Euroclear Finland Oy'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 Annual General Meeting
on March 12, 2013 and shall be valid for 18 months from the issue date of the
authorization, i.e. until September 11, 2015. 

Authorizing the Board of Directors to decide on the issuance of shares as well
as the issuance of special rights 
The AGM authorized the Board of Directors to decide on the issuance of special
rights referred to 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 authorization is
4,000,000. 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 entitled to decide on share issuance and the issuance of
special rights waiving the pre-emptive subscription rights of the shareholders
(directed issue). 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 share
issuance and the issuance 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 Annual General Meeting on March 12,
2013 and shall be valid for 18 months from the issue date of the authorization,
i.e. until September 11, 2015. 

Digia Plc


Board of Directors


FOR FURTHER INFORMATION
President and CEO Juha Varelius, gsm +358 400 855849, email:
juha.varelius@digia.com 



DISTRIBUTION
NASDAQ OMX Helsinki
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