2017-03-16 12:00:28 CET

2017-03-16 12:00:28 CET


REGULATED INFORMATION

Finnish English
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
16 March 2017 at 1:00 pm

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 16 March 2017 adopted the
company's annual accounts, including the consolidated annual accounts for 1
January - 31 December 2016, 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
adopted balance sheet for the accounting period ended December 31, 2016 a
dividend of EUR 0.08 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 20 March 2017. The dividend will be paid on 29
March 2017.

Composition of the Board of Directors

The AGM decided to elect five members to the Board. Re-elected as Board members
were: Martti Ala-Härkönen, Päivi Hokkanen, Robert Ingman, Pertti Kyttälä and
Seppo Ruotsalainen. At the organizing meeting held after the AGM, Pertti Kyttälä
was elected as Chairman of the Board and Robert Ingman was elected as Vice
Chairman of the Board.

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

Audit Committee: Pertti Kyttälä (chairman), Seppo Ruotsalainen and Martti Ala-
Härkönen
Compensation Committee: Päivi Hokkanen (chairman), Robert Ingman and Martti Ala-
Härkönen
Nomination Committee: Robert Ingman (chairman), Pertti Kyttälä and Seppo
Ruotsalainen

Remuneration of 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 Shareholders' Meeting 2018 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, Chairmen will receive a meeting fee of EUR 1,000 for every
meeting and other members will receive a meeting fee of EUR 500 for every
meeting, including the meetings of the committees set by the Board.

Remuneration of the auditor

The auditor will, in accordance with the AGM decision, be reimbursed for its
fees and expenses in accordance with a reasonable invoice presented by the
auditor and approved by the company.

Authorizing of the Board of Directors to decide on the repurchase and/or
distress of the company's own shares

The AGM authorized 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 Helsinki Ltd in accordance with its
and Euroclear Finland Ltd'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
16 March 2016 and shall be valid for 18 months from the issue date of the
authorization, i.e. until 16 September 2018.

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

The AGM authorized 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 instalments on the following terms: The
maximum total number of shares to be issued by the virtue of the authorization
is 6,000,000. 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 also entitled to decide on share issues and granting of special
rights waiving the pre-emptive subscription rights of the shareholders (directed
issue), however such directed issues shall not exceed 2,000,000 shares. 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 16 March 2016 and shall be valid for 18
months from the issue date of the authorization, i.e. until 16 September 2018.

Digia Plc

Board of Directors

For more information, please contact:
President and CEO Timo Levoranta, Digia Plc, telephone +358 10 313 3000

Distribution:
NASDAQ Helsinki
Key media
www.digia.com

Digia is a profitably growing IT service company that helps its customers
harness digital opportunities. As a visionary partner, Digia develops and
innovates solutions that support business operations together with its
customers. We adapt our expertise to their specific industries to help them
develop digital services, manage operations and utilise information. We employ
over 870 experts in Finland and Sweden. We are expanding our international
presence together with our customers. Digia's continuing operations had net
sales of EUR 86.5 million in 2016. The company is listed on NASDAQ Helsinki
(DIGIA). www.digia.com



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