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

DIGIA PLC     STOCK EXCHANGE RELEASE  MARCH 13, 2012 AT 13:15



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 13, 2012 adopted the
company's annual accounts including the consolidated annual accounts for 1 Jan
- 31 Dec 2011 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, 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 capital return will be paid
on March 23, 2012. 

Composition of the Board of Directors
The AGM decided to elect seven members to the Board. Re-elected as Board
members were: Robert Ingman, Kari Karvinen, Pertti Kyttälä and Tommi Uhari. In
addition, Päivi Hokkanen, Seppo Ruotsalainen ja Leena Saarinen were elected as
new members to the Board. 

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 Leena Saarinen 
Compensation committee: Tommi Uhari (chairman), Robert Ingman and Päivi Hokkanen
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 distress
of company's own shares 
The AGM authorized the Board of Directors to decide on the repurchase and/or
distress 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 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. 

Authorizing the Board of Directors to decide on a share issue and granting of
special rights entitling to shares 
The AGM authorized the Board of Directors to decide on share issue and granting
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 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. 

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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