2017-05-31 08:00:16 CEST

2017-05-31 08:00:16 CEST


REGULATED INFORMATION

Finnish English
Digia Oyj - Inside information

Board of Directors of Digia Plc Decided on an Approximately EUR 12.5 Million Rights Offering


Board of Directors of Digia Plc Decided on an Approximately EUR 12.5 Million
Rights Offering


NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL

Digia Plc
Stock Exchange Release
31 May 2017 at 9:00

Board of Directors of Digia Plc Decided on an Approximately EUR 12.5 Million
Rights Offering

Rights Offering in Brief

  * Digia Plc ("Digia" or the "Company") is offering its shareholders a maximum
    of 5,948,078 new shares (the "Offer Shares") in proportion to their holding
    of existing shares in the Company at a subscription price of EUR 2,10 per
    each Offer Share (the "Offering").
  * Digia intends to use the net proceeds of approximately EUR 12.05 million
    received from the Offering in accordance with its strategy for prospective
    acquisitions, to support the growth of the Company's current business
    operations, to strengthen the Company's capital structure and for the
    Company's general financing needs.
  * The Company grants each of its shareholders one (1) subscription right (the
    "Subscription Right") for every share they own on the record date of the
    Offering on 2 June 2017 (the "Record Date"). Seven (7) Subscription Rights
    will entitle their holder to subscribe for two (2) Offer Shares. The
    Company's shares will trade ex-rights as from 1 June 2017.
  * The subscription period of the Offering begins on 7 June 2017 and ends on
    21 June 2017.
  * Trading in Subscription Rights begins on 7 June 2017 and ends on 15 June
    2017.
  * Digia's two largest shareholders, Ingman Development Oy Ab ("Ingman") and
    Ilmarinen Mutual Pension Insurance Company ("Ilmarinen"), as well as Varma
    Mutual Pension Insurance Company ("Varma"), which jointly represent a total
    of approximately 40.8 percent of the total number of shares and voting
    rights in the Company, which represents a total of approximately 40.9
    percent of the total number of outstanding shares and voting rights, have
    irrevocably undertaken to subscribe for Offer Shares to be issued in the
    Offering in proportion to their current holdings in the Company. Varma's
    undertaking is binding insofar as its shareholding does not exceed 4.90
    percent of the total number of existing shares and voting rights in the
    Company as a result of the Offering.

General

The Board of Directors of Digia has today decided on an approximately EUR 12.5
million Offering in accordance with the shareholders' pre-emptive subscription
right based on authorization granted by the Annual General Meeting on 16 March
2017.

Shares will trade ex-rights as from 1 June 2017. The subscription period
commences on 7 June 2017 and ends on 21 June 2017. The subscription price is EUR
2,10 per each Offer Share. Each shareholder of the Company will receive one (1)
Subscription Right for every one (1) share they hold on the Record Date, 2 June
2017. Seven (7) Subscription Rights will entitle their holder to subscribe for
two (2) Offer Shares (the "Primary Subscription Right"). Fractions of Offer
Shares cannot be subscribed for. The Subscription Rights are subject to trading
on Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") between 7 June 2017 and
15 June 2017. The Subscription Rights are freely transferable.

A shareholder or other investor who has subscribed for Offer Shares based on the
Primary Subscription Right is entitled to subscribe for Offer Shares not
subscribed for by virtue of the Primary Subscription Right (the "Secondary
Subscription").

If and to the extent the Offer Shares are not fully subscribed after the
Secondary Subscription, the remaining Offer Shares may be allocated for
subscription as decided by the Board of Directors for a shareholder or other
investor who has subscribed for Offer Shares based on the Primary Subscription
Right.

Digia will offer for subscription a maximum of 5,948,078 Offer Shares in the
Offering. The Offer Shares to be issued in the Offering represent approximately
28.6 percent of the total number of the outstanding shares and the total voting
rights in the Company prior to the Offering and approximately 22.2 percent of
the total outstanding shares and the total voting rights in the Company after
the Offering, assuming that the Offering is subscribed in full.

The aggregate net proceeds to the Company from the Offering, after deduction of
the fees and expenses payable by the Company, will be approximately EUR 12.05
million provided that the Offering is subscribed for in full. The subscription
price of the Offer Shares will be recorded in its entirety in the Company's
invested unrestricted equity fund. Digia intends to use the proceeds from the
Offering in accordance with its strategy for prospective acquisitions, to
support the growth of the Company's current business operations, to strengthen
the Company's capital structure and for the Company's general financing needs.

Digia's two largest shareholders, Ingman and Ilmarinen, as well as Varma, which
jointly represent a total of approximately 40.8 percent of the total number of
shares and voting rights in the Company, which represents approximately 40.9
percent of the total amount of outstanding shares and voting rights, have
irrevocably undertaken to subscribe for Offer Shares to be issued in the
Offering in proportion to their current holdings in the Company. Varma's
undertaking is binding insofar as its shareholding does not exceed 4.90 percent
of the total number of existing shares and voting rights in the Company as a
result of the Offering.

The Offer Shares subscribed for in the Offering will be registered with the
Finnish Trade Register on or about 28 June 2017. The Offer Shares entitle their
holders to full shareholder rights in the Company as of the registration of the
Offer Shares with the Finnish Trade Register.

The Company will announce the final result of the Offering on or about 28 June
2017. The detailed terms and conditions of the Offering are attached to this
stock exchange release.

Digia has submitted for the approval of the Finnish Financial Supervisory
Authority a Finnish language prospectus regarding the Offering, which will be
published on or about 1 June 2017. The Finnish language prospectus will be
available on Digia's website at www.digia.com/anti2017 on or about 1 June 2017
and at the Company's headquarters at Atomitie 2, 00370 Helsinki on or about 5
June 2017. In addition, the prospectus will be available on Evli Bank Plc's
website at www.evli.com on or about 1 June 2017 and at Evli's office at
Aleksanterinkatu 19 A, 4th floor, 00101 Helsinki on or about 5 June 2017.

Evli Bank Plc acts as the lead manager of the Offering. Castrén & Snellman
Attorneys Ltd acts as the legal adviser to Digia.

Important dates

 Board decision on the terms and conditions of the Offering        31 May 2017

 Last day of trading with shares including the Subscription Rights 31 May 2017

 Prospectus publication (on or about)                              1 June 2017

 Ex-rights date                                                    1 June 2017

 Record Date                                                       2 June 2017

 Subscription period and trading in Subscription Rights begins     7 June 2017

 Trading in Subscription Rights ends                               15 June 2017

 Subscription period ends                                          21 June 2017

 Trading in interim shares representing Offer Shares begins (on or 22 June 2017
 about)

 Stock exchange release regarding the preliminary result of the    22 June 2017
 Offering (on or about)

 Stock exchange release regarding the final result of the Offering 28 June 2017
 (on or about)

 Shares registered with the Trade Register (on or about)           28 June 2017

 Trading in Offer Shares begins (on or about)                      29 June 2017


Helsinki, 31 May 2017

Digia Plc
Board of Directors

Additional information:
Timo Levoranta, CEO, Digia Plc, tel. +358 (0)10 313 3000 (exchange)

Distribution:
Nasdaq Helsinki
Key media
www.digia.com


DISCLAIMER

The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New
Zealand, Singapore, South-Africa or the United States. The issue, exercise or
sales of securities in the Offering are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company assumes no responsibility in
the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors must
neither accept any offer for, nor acquire, any securities to which this document
refers, unless they do so on the basis of the information contained in the
applicable prospectus published by the Company.

These written materials do not constitute an offer for sale of securities in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended, and the rules and regulations thereunder. There is no
intention to register any portion of the offering in the United States or to
conduct a public offering of securities in the United States.

The Company has not authorized any offer to the public of securities in any
member state of the European Economic Area other than Finland. With respect to
each member state of the European Economic Area other than Finland which has
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member States
(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression "an offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the securities to be offered so as to enable an investor to decide to exercise,
purchase or subscribe the securities, as the same may be varied by any measure
implementing the Prospectus Directive in that Relevant Member State, and the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in
the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.

The information contained herein shall not constitute a public offering of
shares in the United Kingdom. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2) of the Order (all such persons
together being referred to as "relevant persons"). Any investment activity to
which this document relates will be only available to, and will be engaged in
only with, relevant persons. Any person who is not a relevant person should not
act or rely on this document or any of its contents.

The information contained in this document is for background purposes only and
does not purport to be full or complete. No reliance may or should be placed by
any person for any purposes whatsoever on the information contained in this
documentor on its completeness, accuracy or fairness. The information in this
document is subject to change.

This document contains certain forward-looking statements. These forward-looking
statements involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many factors could
cause actual results to differ materially from those projected or implied in any
forward-looking statements. Due to these uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements, which
speak only as at the date of this document. The Company disclaims any obligation
to update any forward-looking statements contained in this document, except as
required pursuant to applicable law.


APPENDIX
Terms and conditions of the Offering

TERMS AND CONDITIONS OF THE OFFERING

Background

On 16 March 2017, the Annual General Meeting of Digia Plc ("Digia" or the
"Company") authorized the Board of Directors to decide on a share issue with or
without consideration and on the issuance of special rights as referred to in
Chapter 10, Section 1 of the Finnish Companies Act in one or more tranches. A
maximum of 6,000,000 new shares may be issued on the basis of the authorization,
which, on the date of the Annual General Meeting, represented approximately
28.7 percent of the Company's existing shares (the "Existing Shares"). On the
basis of the authorization, the Board of Directors may decide to issue new
shares in accordance with the shareholders' pre-emptive right to subscribe for
new shares and, concerning in the aggregate a maximum of 2,000,000 shares, in
deviation from the shareholders' pre-emptive right to subscribe for new shares
(directed share issue). The authorization is valid until 16 September 2018.

On 31 May 2017, the Board of Directors of the Company resolved, based on the
above authorization of the Annual General Meeting, to issue a maximum of
5,948,078 new shares (the "Offer Shares") in accordance with the shareholders'
pre-emptive rights (the "Offering") as set forth in the below terms and
conditions.

The Offer Shares to be issued in the Offering represent approximately 28.6
percent of the total number of the outstanding shares and the total voting
rights in the Company before the Offering and approximately 22.2 percent of the
total number of the outstanding shares and the total voting rights in the
Company after the Offering, assuming that the Offering is subscribed in full.

Evli Bank Plc will be acting as the lead manager of the Offering ("Evli" or the
"Lead Manager").

The largest shareholder of the Company, Ingman Development Oy Ab, which owns
approximately 21.56 percent of the total number of the Existing Shares and the
total voting rights in the Company, which represents approximately 21.62 percent
of the total number of outstanding shares and voting rights, has irrevocably and
subject to certain customary conditions undertaken on 12 May 2017 to subscribe
for the Offer Shares to be issued in the Offering in proportion to its current
holding in the Company. According to its subscription undertaking, Ingman
Development Oy Ab will in the aggregate subscribe for 1,285,714 Offer Shares in
the Offering, which represent in the aggregate approximately 21.62 percent of
the maximum number of the Offer Shares to be issued in the Offering.

Ilmarinen Mutual Pension Insurance Company, which owns approximately 14.58
percent of the total number of the Existing Shares and the total voting rights
in the Company, which represents approximately 14.62 percent of the total number
of outstanding shares and voting rights, has irrevocably and subject to certain
customary conditions undertaken on 9 May 2017 to subscribe for Offer Shares to
be issued in the Offering in proportion to its current holding in the Company.
According to its subscription undertaking, Ilmarinen Mutual Pension Insurance
Company will in the aggregate subscribe for 869,504 Offer Shares in the
Offering, which represent in the aggregate approximately 14.62 percent of the
maximum number of the Offer Shares to be issued in the Offering.

Varma Mutual Pension Insurance Company, which owns approximately 4.65 percent of
the total number of the Existing Shares and the total voting rights in the
Company, which represents approximately 4.66 percent of the total number of
outstanding shares and voting rights, has irrevocably subject to certain
customary conditions undertaken on 23 May 2017 to subscribe for Offer Shares to
be issued in the Offering in proportion to its current holding in the Company.
The undertaking is binding insofar as Varma Mutual Pension Insurance Company's
shareholding does not exceed 4.90 percent of the total number of Existing Shares
and voting rights in the Company as a result of the Offering. According to its
subscription undertaking, Varma Mutual Pension Insurance Company will in the
aggregate subscribe for 277,142 Offer Shares in the Offering, which represent in
the aggregate approximately 4.66 percent of the maximum number of the Offer
Shares to be issued in the Offering.

Terms and Conditions of the Offering

Subscription Right

Primary Subscription

The Offer Shares will be offered for subscription by the shareholders of the
Company in proportion to their holding of Existing Shares.

A shareholder who is registered in the Company's shareholder register maintained
by Euroclear Finland Ltd (PO Box 1110, Urho Kekkosen katu 5C, 00101 Helsinki) on
the record date of 2 June 2017 of the Offering (the "Record Date"), or in
respect of nominee-registered Existing Shares, a shareholder on whose behalf the
shares have been registered in the shareholders' register on the Record Date,
will automatically receive one (1) freely transferable subscription right (the
"Subscription Right") as a book-entry (ISIN Code FI4000261458) for each Existing
Share owned on the Record Date (the "Primary Subscription Right").

A shareholder, or a person or an entity to whom such Subscription Rights have
been transferred, is entitled to subscribe for two (2) Offer Shares for seven
(7) Subscription Rights. No fractions of Offer Shares will be allotted, i.e.
exactly seven (7) Subscription Rights are needed to subscribe for two (2) Offer
Shares. Treasury shares held by the Company do not entitle to Subscription
Rights.

Secondary Subscription

A shareholder or other investor who has subscribed for Offer Shares based on the
Primary Subscription Right, is entitled to subscribe for Offer Shares not
subscribed for by virtue of the Primary Subscription Right (the "Secondary
Subscription").

If and to the extent the Offer Shares are not fully subscribed after the
Secondary Subscription, the remaining Offer Shares may be allocated for
subscription as decided by the Board of Directors for a shareholder or other
investor who has subscribed for Offer Shares based on the Primary Subscription
Right.

Subscription Price

The subscription price is EUR 2.10 per Offer Share (the "Subscription Price").
The Subscription Price will be recorded in its entirety in the invested
unrestricted equity fund.

The Subscription Price has been set to include a discount customary in rights
issues compared to the closing price of the Company's share on the stock
exchange list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") on the
trading day immediately preceding the decision on the Offering.

Subscription Period

The subscription period will commence on 7 June 2017 at 9.30 am and expire on
21 June 2017 at 4.30 pm Finnish time (the "Subscription Period"). Account
operators may impose a deadline for subscription that is earlier than the expiry
of the Subscription Period. The pre-emptive subscription right is to be
exercised during the Subscription Period.

Subscription for Offer Shares pursuant to the Primary Subscription Right and
payments

A holder of Subscription Rights may participate in the Offering by subscribing
for Offer Shares pursuant to the Subscription Rights registered on his or her
book-entry account and by paying the Subscription Price. Seven (7) Subscription
Rights entitle their holder to subscribe for two (2) Offer Shares. Fractions of
Offer Shares cannot be subscribed. In order to participate in the Offering, a
holder of Subscription Rights must submit a subscription assignment in
accordance with the instructions given by the relevant custodian or account
operator or, in case of nominee registered investors, by the nominee. A holder
of Subscription Rights who does not receive instructions for subscription from
his or her account operator can contact the Lead Manager.

If an Existing Share entitling to a Subscription Right is pledged or subject to
any other restrictions, the Subscription Right may not necessarily be exercised
without the consent of the pledgee or holder of any other relevant right.

Subscription orders can be submitted in the following subscription places:

  * Evli's offices at Aleksanterinkatu 19 A, 00100 Helsinki, on weekdays from
    9.00 am to 4.00 pm (Finnish time). Detailed instructions on delivering
    subscriptions can be requested by calling +358 (0)9 4766 9573 (Monday to
    Friday from 9.00 am to 4.00 pm) or by sending an e-mail to
    operations@evli.com.
  * Such account operators which have an agreement with the Lead Manager for
    receiving subscriptions. An investor may receive instructions from his or
    her account operator or from the Lead Manager by calling +358 (0)9
    4766 9573 (Monday to Friday from 9.00. am to 4.00 pm) or by sending an e-
    mail to operations@evli.com.

The Subscription Price of the Offer Shares subscribed for in the Offering shall
be paid in full at the time of submitting the subscription assignment in
accordance with the instructions given by the Lead Manager or the relevant
custodian or account operator.

Shareholders and other investors participating in the Offering whose shares or
Subscription Rights are held through a nominee must submit their subscription
assignments in accordance with the instructions given by their custodial nominee
account holder.

Incomplete or erroneous subscription assignments may be rejected. A subscription
assignment may be rejected if the subscription payment is not made according to
these terms and conditions or if such payment is not made in full. In these
situations, the subscription payment will be refunded to the subscriber. No
interest will be paid on the refunded amount.

Any exercise of the Primary Subscription Right is irrevocable and may not be
modified or cancelled otherwise than as stated in section "Cancellation of
subscriptions under certain circumstances" in these terms and conditions.

Any Subscription Rights remaining unexercised at the end of the Subscription
Period on 21 June 2017 at 4.30 pm will expire without any compensation.

Subscription of Offer Shares in the Secondary Subscription and payments

A shareholder or other investor who has subscribed for Offer Shares based on the
Primary Subscription Right (the "Subscriber") is entitled to subscribe for Offer
Shares in the Secondary Subscription.

The subscription of the Offer Shares pursuant to the Secondary Subscription will
take place by submitting a subscription assignment during the Subscription
Period and at the same time paying the Subscription Price in accordance with the
instructions given by the relevant custodian or account operator or, in case of
nominee registered investors, by the nominee.

Incomplete or erroneous subscription assignments may be rejected. A subscription
assignment may be rejected if the subscription payment is not made according to
these terms and conditions or if such payment is not made in full. In these
situations, the subscription payment will be refunded to the Subscriber. No
interest will be paid on the refunded amount.

Any Secondary Subscription is irrevocable and may not be modified or cancelled
otherwise than as stated in section "Cancellation of subscriptions under certain
circumstances" in these terms and conditions.

The Company will confirm the acceptance or rejection of the subscriptions of
Offer Shares to Subscribers who have submitted a Secondary Subscription.

If and to the extent the Offer Shares are not fully subscribed after the
Secondary Subscription, the remaining Offer Shares may be allocated for
subscription as decided by the Board of Directors for a shareholder or other
investor who has subscribed for Offer Shares based on the Primary Subscription
Right. The subscription period for the Offer Shares that are not subscribed for
after the Secondary Subscription will end on 28 June 2017 and these Offer Shares
shall be paid in full at the time of submitting the subscription assignment.

Cancellation of subscriptions under certain circumstances

If the prospectus for the Offering (the "Prospectus") is supplemented or
corrected due to a mistake or inaccuracy or material new information which could
be of material relevance to the investors, any Subscribers who have already
agreed to subscribe for Offer Shares before the related supplement is published,
shall have the right to cancel their subscriptions in accordance with the
Finnish Securities Markets Act (746/2012, as amended). The Subscribers have a
right to cancel their subscriptions within two (2) banking days after the
supplement has been published. The cancellation right requires that the mistake,
inaccuracy or material new information has emerged before the trading in the
interim shares representing the Offer Shares has begun or, in case of Secondary
Subscription, before the Offer Shares have been delivered to the Subscribers.
The cancellation of a subscription applies to the subscription to be cancelled
as a whole. The right to cancellation and the procedure for such cancellation
right will be announced together with any such possible supplement to the
Prospectus through a stock exchange release. If the holder of a Subscription
Right has sold or otherwise transferred the Subscription Right, such sale or
transfer cannot be cancelled.

Trading in the Subscription Rights

The holders of Subscription Rights may sell their Subscription Rights any time
before the trading in the Subscription Rights ends. The Subscription Rights are
subject to trading on the Helsinki Stock Exchange between 7 June 2017 at 10.00
am Finnish time and 15 June 2017 at 6.25 pm Finnish time. Subscription Rights
may be sold or purchased by giving a sell or purchase assignment to one's own
book-entry account operator or to any securities broker.

Approval of the subscriptions

The Board of Directors of the Company will approve all subscriptions pursuant to
the Primary Subscription Right made in accordance with these terms and
conditions of the Offering and applicable laws and regulations.

If all Offer Shares to be issued in the Offering have not been subscribed for by
virtue of the Primary Subscription Right, the Board of Directors of the Company
will resolve to allocate such unsubscribed Offer Shares among the Subscribers
having made a Secondary Subscription. In case of over-subscription by virtue of
Secondary Subscription, the allocation among Subscribers will be determined per
book-entry account in proportion to the number of Subscription Rights exercised
by Subscribers in accordance with the Primary Subscription Right and, where this
is not possible, by drawing of lots. If several subscription assignments are
given concerning a certain book-entry account, these subscription assignments
are combined as one subscription assignment concerning a certain book-entry
account. Should the Subscriber not receive all Offer Shares subscribed for by
virtue of the Secondary Subscription, the Subscription Price for the Offer
Shares not received by the Subscriber will be repaid to the Subscriber no later
than on or about 3 July 2017. No interest will be paid for the repayable funds.

If all Offer Shares to be issued in the Offering have not been subscribed after
the Secondary Subscription, the Board of Directors of the Company may allocate
such unsubscribed Offer Shares among the Subscribers having made a Primary
Subscription as decided by the Board of Directors.

The Company's Board of Directors will decide on the approval of the
subscriptions on or about 28 June 2017. The Company will publish the final
result of the Offering in a stock exchange release on or about 28 June 2017.

Registration of the Offer Shares to the book-entry accounts

Each party submitting a subscription assignment shall have a book-entry account
with a Finnish account operator or with an account operator operating in
Finland. The book-entry account number shall be included in the subscription
assignment. The identity number, book-entry account number and other personal
data relevant for the subscription assignment may be passed also to other
persons participating in the execution of the assignment or tasks relating to
the Offering.

The Offer Shares subscribed for in the Offering by virtue of the Primary
Subscription Right will be recorded on the Subscriber's book-entry account after
the registration of the subscription as interim shares (ISIN Code FI4000261466)
corresponding to the Offer Shares. The interim shares will be admitted to
trading on or about 22 June 2017. The interim shares will be combined with the
Existing Shares of the Company (ISIN Code FI0009007983) on or about 28 June
2017. The Offer Shares subscribed for and approved in the Secondary Subscription
will be recorded on the Subscribers' book-entry accounts after the registration
of Offer Shares in the Trade Register, on or about 28 June 2017.

Shareholder rights

The Offer Shares will entitle their holders to full dividend and other
distribution of funds declared by the Company, if any, and to other shareholder
rights in the Company when the Offer Shares have been registered in the Trade
Register and in the Company's shareholder register, on or about 28 June 2017.
For the financial year ended 31 December 2016, the Annual General Meeting of
Shareholders of the Company held on 16 March 2017 decided on distribution of
dividend of EUR 0.08 per share. The record date for the 2015 dividend
distribution was 20 March 2017 and the dividend was paid on 29 March 2017. Thus,
the Offer Shares subscribed for in the Offering do not entitle to the dividend
for the financial year 2016 decided by the Annual General Meeting of
Shareholders of the Company held on 16 March 2017.

Fees and expenses

No transfer tax or service charges are payable for the subscription of the Offer
Shares. Custodians, account operators and brokers may charge a commission for
trading in the Subscription Rights in accordance with their own price list. Each
custodian and account operator will charge fees in accordance with its own price
list for maintaining the book-entry account and for the custody of the shares.

Information

Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are
available for review as of the start of the Subscription Period on the Company's
website at www.digia.com/anti2017.

Applicable law and dispute resolution

The Offering and the Offer Shares shall be governed by the laws of Finland. Any
disputes arising in connection with the Offering shall be settled by the court
of jurisdiction in Finland.

In case of any discrepancies between the original Finnish language version and
the English language translation of these terms and conditions, the Finnish
language version shall prevail.

Other issues

Other issues and practical matters relating to the Offering will be resolved by
the Board of Directors of the Company.


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