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2009-02-16 11:48:56 CET 2009-02-16 11:49:45 CET REGULATED INFORMATION Digia Oyj - Notice to general meetingPROPOSALS OF BOARD OF DIRECTORS AND INVITATION TO ORDINARY SHAREHOLDERS'' MEETING OF DIGIA PLCDIGIA PLC Stock Exchange Release February 16, 2009 at 12:50 PROPOSALS OF BOARD OF DIRECTORS AND INVITATION TO ORDINARY SHAREHOLDERS' MEETING OF DIGIA PLC The Board of Directors of Digia Plc has, in its meeting on February 16, 2009, decided to make the following proposals to the Ordinary Shareholders' Meeting to be held on March 10, 2009, and to publish the following invitation to the meeting in Helsingin Sanomat on February 17, 2009: The Shareholders of Digia Plc are invited to the Ordinary Shareholders' Meeting to be held on Tuesday, March 10, 2009, starting at 10.00 a.m. at the headquarters of the company (Hiomotie 19, 00380 Helsinki). MATTERS TO BE ADDRESSED AT THE MEETING The following matters are to be addressed at the meeting: 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 the list of votes 6. Presentation of the financial statements, report of the Board of Directors and the auditor's report for 2008 Review by the Managing Director 7. Confirmation of the financial statements 8. Use of the profit shown on the balance sheet The Board of Directors proposes to the Shareholders' Meeting that the Board of Directors be authorised to decide at its discretion, and when the economic situation of the company favours it, on the payment of dividend for 2008, however, no more than EUR 0.05 per share, and that the authorisation be valid until the next Ordinary Shareholders' Meeting. The dividend to be paid on the basis of the authorisation and in accordance with the decision made by the Board of Directors shall be paid to a shareholder entered into the company's shareholders' register maintained by Euroclear Finland Ltd (former Finnish Central Securities Depository Ltd.) on the record date of the dividend payment. The Board of Directors shall decide on the record date for dividend and the payment date of the dividend, which can at the earliest be the fifth banking day from the record date. The profit for 2008 shall be entered into the retained earnings. 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 auditors as well as on grounds for compensation of the costs incurred 11. Resolution on the number of Members of the Board of Directors 12. Election of Members of the Board of Directors The nomination committee of Digia's Board of directors present to the Ordinary Shareholders' Meeting that six members be elected to the Board of Directors of the company until the end of the next Ordinary Shareholders' Meeting and that the following persons be elected as members: - Pekka Sivonen, the full-time Chairman of the current Board of Directors of Digia Plc; - Pertti Kyttälä, Managing Director of Peranit Ltd, Vice-Chairman of the current Board of Directors of Digia Plc; - Kari Karvinen, Board professional; - Martti Mehtälä, Board professional; - Heikki Mäkijärvi, director, Accel Partners; and - Jari Pasanen, Independent consultant, Pointtia Investment and Consulting The main shareholders representing 38.31% of the voting rights of the shares in the company have announced to the company that they will support the above mentioned proposal. 13. Authorisation of the Board of Directors to decide on a share issue and granting of special rights The Board of Directors proposes that the Shareholders' Meeting authorise the Board of Directors to decide on a share issue, be the issue subject to or free of charge, and on granting option rights and other special rights, provided that the maximum total number of new shares issued and shares held by the company is 4,000,000. By virtue of the authorisation, 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 Board of Directors proposes that the authorisation include the Board of Directors' right to decide on all terms relating to the share issue and the granting of special rights, including subscription price, its payment and its entry into the company's balance sheet. The authorisation would replace the authorisation granted by the Shareholders' Meeting on March 11, 2008 and would be valid for 18 months from the issue date of the authorisation, or until September 10, 2010. 14. Authorisation of the Board of Directors to decide on the buyback of own shares The Board of Directors proposes that the Ordinary Shareholders' Meeting authorise the Board of Directors to decide on the buyback of a maximum of 2,000,000 of company's own shares with the free equity. The acquisitions would decrease the company's distributable assets. The Board would decide on how the shares are acquired. Own shares could be bought back in proportion other than that of holdings of the shareholders. The authorisation would also include the acquisition of shares through public trading organised by NASDAQ OMX Helsinki Oy in accordance with its rules and instructions or through offers made to shareholders. The shares shall be bought back for a price based on the fair value quoted in public trading. The authorisation would replace the authorisation granted by the Shareholders' Meeting on March 11, 2008 and would be valid for 18 months from the issue date of the authorisation, or until September 10, 2010. 15. As requested by shareholder Jere Polvi, the Shareholders' Meeting will discuss the position and remuneration of the full-time Chairman of the Board of Directors as well as the related proposals made by the shareholder on carrying out a special examination for 2005-2008 and presenting a claim for damages and returning the emoluments. 16. Closing of the meeting DOCUMENTS The proposals of the Board of Directors and the financial statements will be available for review by the shareholders on the website of the company (www.digia.com/investors) on March 3, 2009, at the latest. The proposals and the financial statement will also be available at the Shareholders' Meeting, and copies thereof will be sent to a shareholder by request. PARTICIPATION AND REGISTRATION A shareholder of the company that has been entered into the company's shareholders' register maintained by Euroclear Finland Ltd (former Finnish Central Securities Depository Ltd.) on Friday, February 27, 2009 and who has notified the attendance as mentioned below, has the right to participate in the Shareholders' Meeting. Shareholders whose shares are administrative registered and who are willing to participate in the Shareholders' Meeting shall be entered into the company's shareholders' register on the record date of the meeting, February 27, 2009, and shall notify the attendance as mentioned below. In order to be entered into the shareholders' register, the shareholder should contact his/her custodian in good time. The shareholder willing to participate in the Shareholders' Meeting shall report the company of the participation on March 3, 2009, at 4 p.m. at the latest, in writing to the address Digia Plc, Sirpa Nieminen, Hiomotie 19, FI-00380 Helsinki, Finland, by facsimile to the number +358 10 313 3760, by telephone to the number +358 10 313 3064 or by email to the address invest@digia.com. The letter or message of participation shall be at the destination prior to the expiry of the registration period. The possible proxies are asked to be delivered in connection with the registration to the address set forth above. NUMBER OF SHARES IN THE COMPANY ON THE DATE OF THE NOTICE TO THE MEETING On this date of this notice to the meeting February 16, 2009, the total number of shares and votes in Digia Plc is 20,853,645. Of this number, 328,044 are own shares held by the company and have no voting rights. Helsinki, February 16, 2009 DIGIA PLC Board of Directors For further information: Tomi Merenheimo, Vice President, Legal and IR, tel. +358 (0)40 560 6101, tomi.merenheimo@digia.com DISTRIBUTION: NASDAQ OMX Helsinki Key Media |
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