DECISIONS BY THE ANNUAL GENERAL MEETING OF DIGIA INC
SysOpen Plc STOCK EXCHANGE RELEASE 21 February, at 5.30 pm.
DECISIONS BY THE ANNUAL GENERAL MEETING OF DIGIA INC
Financial statement
Digia´s Annual General Meeting of Shareholders on 21st of February approved
financial statements for fiscal period of 1.1.-31.12.2004 and discharged the
board of directors and CEO from liability.
Divident
The Annual General Meeting of Shareholders decided, in line with the Board's
proposal, not to distribute any divident from the financial year 2004.
Combination with SysOpen Plc
As CEO, Jari Mielonen presented, the Annual General Meeting of Shareholders
decided to continue to combine with SysOpen Plc as agreed in the combination
agreement. To enable combination, Board of Directors was authorized to decide to
increase the share capital of the Company and amend the Articles of Association
as follows.
Increase of share capital
The Annual General Meeting of Shareholders authorized, in line with the Board's
proposal, the Board of Directors to increase the share capital of the Company as
follows:
- A maximum of 356,100 new Series A Shares with a counter-book value of EUR
0.01 each shall be issued. The maximum increase of the Company's share
capital shall be EUR 3,561.
- The authorization grants the Board of Directors a right to issue new Series
A Shares in deviation from the pre-emptive subscription rights of
shareholders to persons who sold the entire share capital of VMI
Verkonmerkki Oy to the Company under the sale and purchase agreement dated
December 22, 1999. From the Company's perspective, important financial
reason exists in the form of a contractual obligation included in the above-
mentioned sale and purchase agreement.
- The aggregate subscription price for the shares is EUR 118,250.24
representing a subscription price of approximately EUR 0.33 per share. The
subscription price for the shares is determined in the above-mentioned sale
and purchase agreement. The subscription price is paid by setting off the
subscribers' receivable for an additional purchase price from the Company.
The Board of Directors is authorized to resolve upon the other terms in
connection with the offering.
- The authorization is valid for one year from the date of the AGM's decision.
Election of the members of the Board of Directors
The Annual General Meeting of Shareholders decided to re-elect Pekka Sivonen,
Tuomas Rytsölä, Juha Mikkola, Mika Malin, Torbjörn Wingardh and Barry Gravenhorst
as a members of the Board.
Amendment of Articles of Association
The Annual General Meeting of Shareholders decided to conditionally amend the
Articles of Association as follows:
- Article 8 (Board of Directors) is amended to change the minimum number of
directors from six to four.
- Article 15 (Right of First Refusal) is deleted in its entirety.
- Article 16 (Transfer of Shares) is deleted in its entirety.
- Article 17 (Redemption Obligation) is deleted in its entirety.
- Subsection (xxiii) of Article 5.2.1 is deleted in its entirety.
- A reference to Article 15 and Article 17 is deleted from Article 18.
The amendment of the Articles of Association is conditional upon the SysOpen
Plc´s Annual General Meeting of Shareholders decisions to accept all the drafted
resolutions in accordance with the combination agreement.
All the decisions of the Annual General Meeting of Shareholders were unanimous.
Helsinki, February 21, 2005
DIGIA OY
Board of Directors
FOR FURTHER INFORMATION, PLEASE CONTACT
CEO Jari Mielonen, Digia Inc, tel. +358 424 7777 1, jari.mielonen@digia.com
CEO Arto Sahla, SysOpen Plc, tel. +358 424 2020 339, gsm +358 +0400 442 986,
arto.sahla@sysopen.fi
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