Digia Oyj - Decisions of general meeting

The decisions of Digia Plc's Annual General Meeting 2025 and the organising meeting of the company's Board of Directors

Digia Plc
Stock exchange release
27 March 2025 at 12:00 EET

Digia Plc's Annual General Meeting (AGM) held on 27 March 2025 adopted the
company's annual accounts, including the consolidated annual accounts for 1
January-31 December 2024, and discharged the members of the Board and the
President and CEO from liability.

Payment of dividend

The AGM decided, in accordance with the Board's proposal, that based on the
balance sheet to be adopted for the accounting period ended 31 December 2024 a
dividend of EUR 0.18 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 31 March 2025. The dividend will be paid on 7
April 2025.

Remuneration Report for Governing Bodies

The AGM decided to approve the presented Remuneration Report for Governing
Bodies.

Composition of the Board of Directors

The AGM decided to elect six members to the Board. Re-elected as Board members
were the current members Martti Ala-Härkönen, Santtu Elsinen, Robert Ingman,
Sari Leppänen, Henry Nieminen and Outi Taivainen. At the organizing meeting held
after the AGM, Robert Ingman was elected as Chairman of the Board and Martti Ala
-Härkönen was elected as Vice Chairman of the Board.

The Board decided on the composition of the Board's committees as follows:

  · Audit Committee: Martti Ala-Härkönen (chairman), Santtu Elsinen and Henry
Nieminen
  · Compensation Committee: Outi Taivainen (chairman), Robert Ingman and Sari
Leppänen
  · Nomination Committee: Santtu Elsinen (chairman), Robert Ingman and Martti
Ala-Härkönen

Remuneration to the members of the Board

The AGM decided that remuneration payable to the Board Members to be elected for
the term until the close of Annual General Meeting 2026 shall be EUR 3,500, to
the Vice Chairman of the Board EUR 4,500 and EUR 6,000 to the Chairman of the
Board. In addition, fees of EUR 1,000 to the Chair and EUR 500 to other members
are to be paid per each Board and Board Committee meeting. In addition to the
aforementioned remuneration, it is proposed that Board members should be
reimbursed for ordinary and reasonable expenses resulting from Board work
against an invoice.

Remuneration of the auditor

The AGM decided that the company's auditor will be reimbursed according to the
auditor's reasonable invoice approved by the company.

Appointment of the Sustainability Reporting Auditor

The AGM decided on the recommendation of the Board of Directors' Audit
Committee, that sustainability auditor Ernst & Young Oy be appointed to carry
out sustainability reporting assurance for the term ending at the conclusion of
the 2026 Annual General Meeting. Ernst & Young Oy has announced that the
sustainability reporting auditor with principal responsibility would be Terhi
Mäkinen, Authorised Public Accountant.

Remuneration of the Sustainability Reporting Auditor

The AGM decided that the company's sustainability reporting auditor will be paid
according to the auditor's reasonable invoice approved by the company.

Authorising the Board of Directors to decide on buying back own shares and/or
accepting them as collateral

The AGM authorized the Board to decide on the acquisition and/or pledging of
treasury shares with the following terms and conditions:

  · A maximum total of 2,000,000 shares may be bought back and/or pledged in one
or more instalments. The proposed number is under 10 per cent of the company's
total number of shares.
  · Only unrestricted equity may be used to buy back treasury shares.
  · The Board will decide on how these shares are to be acquired. Treasury
shares may be bought back in disproportion to shareholders' holdings (directed
acquisition). The authorisation also includes acquisition of shares through
public trading organised by Nasdaq Helsinki Oy in accordance with the rules and
instructions of Nasdaq Helsinki and Euroclear Finland Ltd, or through offers
made to shareholders.
  · Shares may be acquired in order to improve the company's capital structure,
to fund or complete acquisitions or other business transactions, to offer share
-based incentive schemes, to sell on, or to be annulled.
  · The shares must be acquired at the market price in public trading. The
minimum price of the shares to be acquired shall be the lowest quotation in
public trading while the authorisation is in force and, correspondingly, the
maximum price shall be the highest quotation in public trading while the
authorisation is in force.
  · The Board of Directors is otherwise authorised to decide on all terms
relating to share buyback.

This authorisation will supersede the authorisation granted by the AGM of 20
March 2024 and is valid for 18 months, that is, until 27 September 2026.

Authorising the Board of Directors to decide on a share issue and granting of
special rights

The AGM authorised the Board to decide on an ordinary or bonus issue of shares
and the granting of special rights (as defined in Section 1, Chapter 10 of the
Limited Liability Companies Act) in one or more instalments with the following
terms and conditions:

  · This issue may total a maximum of 2,000,000 shares. The proposed number is
under 10 per cent of the company's total number of shares. The authorisation
applies to both new shares and treasury shares held by the company.
  · The authorisation may be used to fund or complete acquisitions or other
business transactions, for offering share-based incentive schemes, to develop
the company's capital structure, or for other purposes decided by the Board.
  · It is proposed that this authorisation should include the right for the
Board to decide on all terms related to the share issue or special rights,
including the subscription price, payment of the subscription price in cash or
(partly or wholly) in capital contributed in kind or its being written off
against the subscriber's receivables, and its recognition in the company's
balance sheet.

This authorisation will supersede the authorisation granted by the AGM of 20
March 2024 and is valid for 18 months, that is, until 27 September 2026.

Helsinki, 27 March 2025

Digia Plc
Board of Directors

For further information:

President and CEO Timo Levoranta
Tel. +358 40 500 2050

Distribution:

Nasdaq Helsinki
Key media
digia.com

Digia is a software and service company that combines technological
possibilities and human capabilities to build intelligent business, society and
a sustainable future. Our mission is to ensure that our customers are at the
forefront of digital evolution. There are more than 1,500 of us working at Digia
and we operate globally with our customers. Digia's net sales totalled EUR 205.7
million in 2024. The company is listed on Nasdaq Helsinki (DIGIA). digia.com