Digia Oyj - Notice to general meeting

SUMMONS TO THE ANNUAL GENERAL MEETING OF DIGIA PLC

DIGIA PLC      STOCK EXCHANGE RELEASE FEBRUARY 5, 2010 AT 12:00 P.M.


SUMMONS TO THE ANNUAL GENERAL MEETING OF DIGIA PLC

Summons is given to the shareholders of Digia Plc to the Annual General Meeting
to be held on Wednesday, March 3, 2010, starting at 10.00 a.m. at the
headquarters of the company Hiomotie 19, 00380 Helsinki, Finland. The reception
of persons who have registered for the Meeting and distribution of voting
tickets will commence at 9:00 a.m. 

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING 

At the Annual General Meeting the following matters will be considered:

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 adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for 2009 
- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend The Board proposes to the Annual General Meeting that based
on the balance sheet to be adopted for the accounting period ended December 31,
2009 a dividend of EUR 0,14 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 March 8, 2010. The dividend will be paid on
March 15, 2010. 

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 auditor The Board's Nomination Committee proposes to the Annual General
Meeting that the monthly remuneration payable to the Board Members to be
elected for the term until the close of Annual General Meeting 2011 shall be
EUR 2,000, to the Vice Chairman of the Board EUR 3,000 and EUR 5, 000 to the
Chairman of the Board. In addition, all of the above will receive a meeting fee
of EUR 400 for every meeting, including the meetings of the committees set by
the Board. None of the fees shall be paid to the Board Member, who will serve
the company under a separate employment agreement. In addition to the above
mentioned fees the ordinary and reasonable expenses of Board member will be
remunerated according to the invoice. In addition, the Board proposes that the
auditor will be reimbursed according to the auditor's reasonable invoice. 

11. Resolution on the number of Members of the Board of Directors
The Board's Nomination Committee proposes to the Annual General Meeting that
the number of Board members will be seven.Main shareholders representing over
50,4 % of the voting rights of the shares in the company have announced to the
company that they will support the above mentioned proposal. 

12. Election of Members of the Board of Directors
The Board's Nomination Committee proposes to the Annual General Meeting that
the following seven consenting persons will be elected as Board members for the
term ending upon the close of Annual General Meeting 2011: 
Current Board members: Kari Karvinen, Pertti Kyttälä, Martti Mehtälä and Pekka
Sivonen and as new Board members:

Robert Ingman, CEO, Arla Ingman Oy Ab, 
Tommi Uhari, Senior Vice President, ST-Ericsson Plc and
Marjatta Virtanen, CEO, IR-consultant, IRMA Advisors Oy. 
Main shareholders representing over 50,4 % of the voting rights of the shares
in the company have announced that they will support the above mentioned
proposal. 

13. Amendment of the Articles of Association 
The Board proposes to the Annual General Meeting that Section 9 of the Articles
of Association of the company to be amended so that summons to the General
Meeting shall be delivered not later than three weeks before the General
Meeting, and in any case at least 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 summons to
each shareholder in writing to the address reported by the shareholder in the
shareholders register. 

14. Authorizing of the Board of Directors to decide on the repurchase of the
company's own shares The Board proposes that the Annual General Meeting
authorize the Board to decide on the repurchase 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 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, 2009 and shall be valid for 18 months from the issue date of the
authorization, i.e. until September 3, 2011. 

15. Authorizing the Board of Directors to decide on a share issue and granting
of special rights entitling to shares The Board proposes that the Annual
General Meeting authorize the Board 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. 

16. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals of the Board of Directors and its committees relating to the
agenda of the General Meeting as well as this summons are available on Digia
Plc's website at www.digia.com/investors. Digia Plc's annual accounts, report
of the Board of Directors and the auditor's report are available on the
above-mentioned website, no later than February 10, 2010. The proposals of the
Board of Directors and the annual accounts are also available at the meeting.
Copies of these documents and of this summons will be sent to shareholders upon
request. The minutes of the meeting will be available on the above-mentioned
website as from March 17, 2010. 

C. Instructions for the participants in the General Meeting

1. The right to participate and registration
Each shareholder, who is registered on Friday, February 19, 2010 in the
shareholders' register of the company held by Euroclear Finland Ltd., has the
right to participate in the General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. 

A shareholder, who wants to participate in the General Meeting, shall register
to the company for the meeting no later than February 26, 2010 by 10:00 a.m. by
giving a prior notice of participation. Such notice can be given: 
a) by telephone to +358 10 313 3064 
b) by telefax to +358 10 313 3760
c) by e-mail invest@digia.com or
d) by regular mail to Digia Plc, Sirpa Nieminen, Hiomotie 19, FI-00380
Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her name
and the name of a possible assistant or proxy representative. The letter or
other notice of registration shall arrive before the end of the said
registration period. The personal data given to Digia Plc is used only in
connection with the General Meeting and with the processing of related
registrations. Pursuant to chapter 5, section 25 of the Companies Act, a
shareholder who is present at the General Meeting has the right to request
information with respect to the matters to be considered at the meeting. 

2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting also by way of proxy representation. 

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When a shareholder participates in the General Meeting by
means of several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting. 

Possible proxy documents should be delivered in originals to the address above
before the last date for registration. 

3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholder's register
of the company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank. The account management organization of the
custodian bank shall register a holder of nominee registered shares, who wants
to participate in the General Meeting, to be temporarily entered into the
shareholders' register of the company at the latest on February 26, 2010 by
10:00 a.m., provided that on the basis of the same shares, the shareholder had
the right to be registered in the shareholders' register of the company on the
record date of the meeting, i.e. February 19, 2010. Notification of a holder of
nominee registered shares for temporarily registration into the shareholder's
register is considered to be a registration for meeting. Further information on
these matters can also be found on the company's website www.digia.com. 

4. Other instructions and information
On the date of this summons to the General Meeting February 5, 2010, the total
number of shares in Digia Plc is 20,853,645. 

Helsinki, February 5, 2010

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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