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 3, 2010 AT 1:00 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 3, 2010 adopted the
company's annual accounts including the consolidated annual accounts for 1 Jan
- 31 Dec 2009 and discharged the Members of the Board and the Chief Executive
Officer from liability. 

Dividend

The AGM decided in accordance with the Board's proposal that based on the
adopted balance sheet for the accounting period ended December 31, 2009
dividend of EUR 0,14 per share be paid. The dividend will be paid to a
shareholder registered in the Register of Shareholders held by Euroclear
Finland Ltd on the record date March 8, 2010. The dividend will be paid on
March 15, 2010. 

Composition of the Board of Directors

The AGM decided to elect seven members to the Board. Re-elected as Board
members were: Kari Karvinen, Pertti Kyttälä, Martti Mehtälä and Pekka Sivonen.
In addition, as new Board members were elected Robert Ingman, Tommi Uhari and
Marjatta Virtanen. 

At the Organising Meeting held after the General Meeting, Pertti Kyttälä was
elected as Chairman of the Board and Martti Mehtälä was elected as Vice
Chairman of the Board. Pekka Sivonen's separate employment agreement regarding
acting as full-time Chairman of the Board ended upon the close of AGM. 

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

Audit committee: Pertti Kyttälä (chairman), Marjatta Virtanen, Kari Karvinen
Compensation committee: Martti Mehtälä (chairman), Pekka Sivonen, Tommi Uhari
Nomination committee: Pekka Sivonen (chairman), Kari Karvinen, Robert Ingman

Remuneration of the Members of the Board and the auditor

The AGM decided that the monthly fee of EUR 2,000 is payable to the
Members of the Board, EUR 3,000 to the Vice Chairman of the Board and EUR 5,000
to the Chairman of the Board. In addition, the Members will receive a meeting
fee of EUR 400 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. 

Amendment of the Articles of Association 

The AGM decided to amend Section 9 of the Articles of Association of
the company so that notice to the General Meeting shall be delivered not later
than three weeks before the General Meeting, and in any case nine days before
the record date of the General Meeting defined in Chapter 4 Section 2
Sub-section 2 of the Companies Act, by publishing it on the company's home
website in internet or in at least one newspaper decided by the Board of
Directors or by delivering the notice to each shareholder in writing to the
address reported by the shareholder in the shareholders register. 

Authorizing the Board of Directors to decide on the repurchase of company's own
shares 

The AGM authorized the Board of Directors to decide on the repurchase of a
maximum of 2,000,000 of company's own shares by using funds in the unstricted
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 10, 2008 and shall be valid for 18 months from the issue date of the
authorization, i.e. until September 3, 2011. 

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, 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 10, 2009 and shall be valid for 18 months from the issue date
of the authorization, i.e. until September 3, 2011. 

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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