Digia Oyj - Notice to general meeting

SUMMONS TO THE ANNUAL GENERAL MEETING OF DIGIA PLC

Helsinki, 2012-02-03 09:45 CET (GLOBE NEWSWIRE) -- Digia Plc      Stock
Exchange Release February 3, 2012 at 10:45 

SUMMONS TO THE ANNUAL GENERAL MEETING OF DIGIA PLC

Summons is given to the shareholders of Digia Plc to the Annual General Meeting
to be held on Tuesday, March 13, 2012, starting at 10 a.m. at the headquarters
of the company, address Valimotie 21, 00380 Helsinki, Finland. The reception of
persons who have registered for the Meeting and distribution of voting tickets
will commence at 9 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 2011 

-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, 2011 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 16, 2012. The dividend will be paid on March 23, 2012. 

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

10. Resolution on the remuneration of the Members of the Board of Directors and
the auditor 
The Board's Nomination Committee proposes to the Annual General Meeting that
remuneration for the Board will remain the same and that the monthly
remuneration payable to the Board Members to be elected for the term until the
close of Annual General Meeting 2013 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,
all of the above 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. In addition, the Board proposes that the auditor will be reimbursed
according to the auditor's reasonable 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 seven. 

The major shareholders, representing 47,7 % 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 seven 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 2013: current Board members  Robert Ingman, Kari Karvinen,
Pertti Kyttälä and Tommi Uhari as well as Päivi Hokkanen (CIO, Sanoma Oyj),
Seppo Ruotsalainen (Board professional) and Leena Saarinen (Board professional)
as new members. 

The major shareholders, representing 47,7 % of the company's shares and votes,
have notified the company that they will support the above mentioned proposal. 

13. 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 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 Shareholders' Meeting on March 16, 2011 and shall
be valid for 18 months from the issue date of the authorization, i.e. until
September 13, 2013. 

14. 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 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 issues and granting 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 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 March 16, 2011 and shall be valid for 18 months from
the issue date of the authorization, i.e. until September 13, 2013. 

15. 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, report
of the Board of Directors and the auditor's report are available on the
above-mentioned website, no later than February 21, 2012. The proposals of the
Board of Directors and the annual accounts 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 March 27, 2012. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration
Each shareholder, who is registered on Thursday, March 1, 2012 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 wants to participate in the General Meeting, shall register
to the company for the meeting no later than March 8, 2012 by 10 a.m. by giving
a prior notice of participation. Such notice can be given: 

a) by telephone to +358 10 313 3064
b) by telefax to +358 10 313 3700
c) by e-mail invest@digia.com or
d) by regular mail to Digia Plc, Sirpa Nieminen, Valimotie 21, FI-00380
Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her name
and the name of a possible assistant or proxy representative. The letter or
other notice of registration shall arrive before the end of the said
registration period. The personal data given to Digia Plc is used only in
connection with the General Meeting and with the processing of related
registrations. 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. 

2. 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. 

3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the 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 shall register a holder of nominee registered shares, who wants
to participate in the General Meeting, to be temporarily entered into the
shareholders' register of the company at the latest on March 8, 2012 by 10
a.m., provided that on the basis of the same shares, the shareholder had the
right to be registered in the shareholders' register of the company on the
record date of the meeting, i.e. March 1, 2012. Notification of a holder of
nominee registered shares for temporarily registration into the shareholder's
register is considered to be a registration for meeting. Further information on
these matters can also be found on the company's website www.digia.com. 

4. Other instructions and information
On the date of this summons to the General Meeting February 3, 2012, the total
number of shares and votes in Digia Plc is 20,875,645. 

Helsinki, February 3, 2012

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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