DECISIONS OF SYSOPEN DIGIA PLC'S EXTRAORDINARY GENERAL MEETING OF 1 JUNE 2005

SysOpen Digia Plc    Stock Exchange Release        1 June 2005 at 6.15 p.m.

DECISIONS OF SYSOPEN DIGIA PLC'S EXTRAORDINARY GENERAL MEETING OF 1 JUNE 2005

SysOpen Digia Plc's Extraordinary General Meeting (EGM) held on 1 June 2005
decided the following:

1) 2005K and 2005A-C Stock Option Schemes

The EGM decided to issue stock options to SysOpen Digia Plc's key staff and the
company's wholly-owned subsidiaries as per appendices 1 and 2. This deviation
from the shareholders' pre-emptive right was approved on the basis that the
options are intended as part of a staff incentive and loyalty scheme.

The two stock option schemes will be as follows: 2005K superseding Digia Inc.'s
stock option schemes and 2005A-C, new SysOpen Digia Plc long-term loyalty
incentive stock option schemes.

I) DIGIA INC.'S 2001 STOCK OPTIONS TO BE SUPERSEDED BY 2005K STOCK OPTION SCHEME

Stock options under the 2005K stock option scheme will be issued to holders of
stock options issued in 2001 by Digia Inc. and to SysOpen Digia Plc's wholly-
owned subsidiaries.

Following the merger of Sysopen Plc and Digia Inc., holders of Digia Ltd's 2001
stock options will be offered the opportunity to swap said options, on
financially attractive terms corresponding to those of the 2001 issue, at the
current rate of 1:0.36. The number of new stock options will be rounded up to the
nearest whole number, if necessary. The swap of Digia Inc. stock options for the
new ones must be performed by the final date set by the Board of Directors.

In its meeting held immediately after the EGM, the Board of Directors decided
that 1 July 2005 be the final date for said stock option swaps.

There will be 663,049 of said stock options, swapped gratuitously, 105,408 of
which will be subscribed under the 2005K1 stock option scheme, and 557,641 under
the 2005K2 stock option scheme. A maximum of 663,049 stock options may be
subscribed at the SysOpen Digia Plc share's nominal value of EUR 0.10.

The per-share subscription price is EUR 1.21 under the 2005K1 stock option
scheme, and EUR 2.41 under the 2005K2 scheme. Subscription prices are based on
the calculated cash value of Digia Inc. shares in SysOpen Plc's share swap
agreement and Sysopen Plc's share value prior to the announcement of the
companies' merger. The subscription price of shares subscribed under the stock
option schemes will be reduced by the amount of dividend payment decided after
the period for determining the subscription price and prior to the subscription,
on each record date. However, the share subscription price will always come to at
least its nominal value.

The share subscription period for 2005K1 stock options will begin on the date of
the stock options registration in the Trade Register and end on 31 December 2007,
and that for 2005K2 stock options scheme will begin on 1 January 2006 and end on
31 December 2007. Stock options under the 2005K1 scheme may only be exercised for
share subscriptions.

As a result of the share subscriptions under the 2005K stock option schemes,
SysOpen Digia Plc's share capital may increase by a maximum of EUR 66,304.90 and
the corresponding number of shares by 663,049 new shares.

The terms and conditions for the 2005K stock option schemes are set out in
Appendix 1 of this release.

II) 2005A-C MANAGEMENT INCENTIVE STOCK OPTIONS

This scheme will cover 900,000 stock options, issued gratuitously, 300,000 of
which will be marked under the 2005A scheme, 300,000 as 2005B and 300,000 as
2005C. A maximum of 900,000 shares may be subscribed under these stock option
schemes, at the SysOpen Digia share's nominal value.

The Board of Directors is authorised to decide that subscribing for 2005A, 2005B
and/or 2005C shares require that the subscriber has purchased or holds the number
of SysOpen Digia shares determined by the Board of Directors prior to the related
stock option issue.

Key staff may be obliged to purchase or subscribe company shares using part of
the benefits accrued from the stock option scheme, alongside the decision on the
distribution of the stock options for the Board of Directors.

Upon the SysOpen Digia Plc share swap, under the 2005A stock option scheme,
shares will be subscribed at their trade-weighted average value on the Helsinki
Stock Exchange between January and March 2005, on the twentieth day following the
publication of the interim report for that period, under the 2005B stock option
scheme at their trade-weighted average value on the Helsinki Stock Exchange
between January and March 2006 on the twentieth day following publication of the
related interim report and under the 2005C stock option scheme at their trade-
weighted average value on the Helsinki Stock Exchange between January and March
2007 on the twentieth day following publication of the related interim report.
The subscription price of shares subscribed under the stock option schemes will
be reduced by the amount of dividend payment decided after the period for
determining the subscription price and prior to the subscription, on each record
date. However, the share subscription price will always come to at least its
nominal value.

The subscription period for shares subscribed under the 2005A stock option
schemes will begin on 1 November 2007 and end on 30 November 2009, and under the
2005B stock option scheme on 1 November 2008 and end on 30 November 2010 and
under the 2005C stock option scheme begin on 1 November 2009 and end on 30
November 2011.

As a result of the share subscriptions under the 2005A, 2005B and 2005C stock
option schemes, SysOpen Digia Plc's share capital may increase by a maximum of
EUR 90,000 and the number of new shares by 900,000.

The terms and conditions for the 2005A-C stock option schemes are set out in
Appendix 2 of this release.

2) Authorising the Board to decide to issue one or several convertible bonds,
issue stock options and/or increase share capital through one or several rights
issues.

The EGM authorised the Board to decide on issuing one or more convertible bonds,
issuing stock options, and/or increasing the company's share capital through one
or more rights issues in such a way that the maximum number of shares at a par
value of EUR 0.10 issued through one or more rights issues, subscribed on the
basis of stock options or in exchange for convertible bonds, shall amount to no
more than 3,635,390, and the company's share capital may increase by a maximum of
EUR 363,539.00.

However, on the basis of this authorisation, the Board may decide to increase the
company's share capital by a maximum of one-fifth of the value of the registered
share capital prevailing on the date of the Board's decision. This authorisation
includes the right to deviate from the shareholders' pre-emptive right if there
is a cogent financial reason to do so, such as financing business acquisitions,
co-operation arrangements, strengthening or developing the company's financial or
capital structure or motivating its personnel.

The Board is also authorised to decide that shares may be subscribed against a
non-cash contribution, or on other specific terms. The Board is authorised to
decide on those people entitled to share subscription, the subscription price and
the bases on which the subscription price is determined. The authorisation is
valid for one year as of the date of the EGM's decision.

Helsinki, 1 June 2005

SYSOPEN DIGIA PLC
Board of Directors


FOR FURTHER INFORMATION, PLEASE CONTACT
Pekka Sivonen, Chairman of the Board of Directors, tel. +358 40 759 3601, e-mail:
pekka.sivonen@digia.com


DISTRIBUTION
Helsinki Stock Exchange
Major media


APPENDIXES
SYSOPEN DIGIA PLC STOCK OPTIONS 2005K
SYSOPEN DIGIA PLC STOCK OPTIONS 2005


APPENDIX 1

SYSOPEN DIGIA PLC STOCK OPTIONS 2005K


The Extraordinary General Meeting of Shareholders of SysOpen Digia Plc (SysOpen
Digia or Company) has on 1 June 2005 agreed, in accordance with the proposal by
the Board of Directors of the Company (Board of Directors) on 13 May 2005, to
issue stock options to the key personnel of SysOpen Digia and its subsidiaries
(SysOpen Digia Group) and to a wholly owned subsidiary of SysOpen Digia on the
following terms and conditions:


I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The total number of stock options issued shall be 663,049, which entitle their
owners to subscribe for a total of 663,049 shares in SysOpen Digia.

2. Stock Options

Of the stock options, 105,408 shall be marked with the symbol 2005K1 and 557,641
shall be marked with the symbol 2005K2.

The persons to whom stock options are issued shall be notified in writing by the
Company about the offer of stock options. The stock options shall be delivered to
the recipient when he or she has accepted the offer of the Company. Stock option
certificates shall, upon request, be delivered to the stock option owner at the
start of the relevant share subscription period, unless the stock options have
been transferred to the book-entry securities system.

3. Right to Stock Options

The stock options shall, in deviation from the shareholders' pre-emptive
subscription rights, be gratuitously issued to the 2001 stock option owners of
Digia Inc. (Digia) and to Sysopen Partners Oy (Sysopen Partners), a wholly owned
subsidiary of SysOpen Digia. After the combination of Sysopen Plc and Digia, the
Digia 2001 stock option owners shall be offered a possibility to convert their
stock options to the stock options now being issued, in accordance with the terms
and conditions of the Digia 2001- stock options. The shareholders' pre-emptive
subscription rights are proposed to be deviated from since the stock options are
intended to form part of the Group's incentive and commitment program for the key
personnel.

4. Distribution of Stock Options

The Board of Directors shall decide upon the distribution of the stock options.
Sysopen Partners shall be granted stock options to the extent that the stock
options are not distributed to the key personnel of the SysOpen Digia Group. The
Board of Directors of SysOpen Digia shall later decide upon the further
distribution of the stock options granted or returned later to Sysopen Partners,
to the key personnel employed by or to be recruited by the SysOpen Digia Group.

5. Transfer of Stock Options and Obligation to Offer Stock Options

The stock options 2005K1 can be used only for share subscription and they cannot
be assigned to a third party or pledged. The stock options 2005K2 are freely
transferable, when the relevant share subscription period has begun. The Board of
Directors may, however, permit the transfer of a stock option also before such
date. The Company shall hold the stock options 2005K2 on behalf of the stock
option owner until the beginning of the share subscription period and the stock
options 2005K1 until 31 December 2007. The stock option owner has the right to
acquire possession of the stock options 2005K2 when the relevant share
subscription period begins. Should the stock option owner transfer his/her stock
options, such person is obliged to inform the Company about the transfer in
writing, without delay.

Should a stock option owner cease to be employed by or in the service of the
SysOpen Digia Group, for any reason than the death of a stock option owner, or
the statutory retirement or the retirement in compliance with the employment
contract of a stock option owner, or the retirement of a stock option owner
otherwise determined by the Company, such person shall, without delay, offer to
the Company or its order, free of charge, the stock options for which the share
subscription period specified in Section II.2 has not begun, on the last day of
such person's employment or service. The Board of Directors can, however, in the
above-mentioned cases, decide that the stock option owner is entitled to keep
such stock options, or a part of them, which are under the offering obligation.

Regardless of whether the stock option owner has offered his/her stock options to
the Company or not, the Company is entitled to inform the stock option owner in
writing that the stock option owner has lost his/her stock options on the basis
of the above-mentioned reasons. Should the stock options be transferred to the
book-entry securities system, the Company has the right, whether or not the stock
options have been offered to the Company, to request and get transferred all the
stock options under the offering obligation from the stock option owner's book-
entry account to the book-entry account appointed by the Company, without the
consent of the stock option owner. In addition, the Company is entitled to
register transfer restrictions and other respective restrictions concerning the
stock options to the stock option owner's book-entry account without the consent
of the stock option owner.


II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to Subscribe for New Shares

Each stock option entitles its owner to subscribe for one (1) share in SysOpen
Digia. The nominal value of each share is EUR 0.10. As a result of the share
subscriptions the share capital of SysOpen Digia may be increased by a maximum of
EUR 66,304.90 and the number of shares by a maximum of 663,049 new shares.

Sysopen Partners, as a subsidiary of SysOpen Digia, shall not be entitled to
subscribe for shares in SysOpen Digia on the basis of the stock options.

2. Share Subscription and Payment

The share subscription period for stock option 2005K1 shall begin on the date
when the 2005K- stock options are entered into the Trade Register and shall end
on 31 December 2007.

The share subscription period for stock option 2005K2 shall begin on 1 January
2006 and shall end on 31 December 2007.

Share subscriptions shall take place at the head office of SysOpen Digia or
possibly at another location to be determined later. The subscriber shall
transfer the respective stock option certificates with which he/she subscribes
for shares, or, in the case of the stock options having been transferred to the
book-entry securities system, the stock options with which shares have been
subscribed for shall be deleted from the subscriber's book-entry account. Upon
subscription, payment for the shares subscribed for shall be made to the bank
account appointed by the Company. The Board of Directors shall decide on all
measures concerning the share subscription.

3. Share Subscription Price

The share subscription price shall be:
    - for stock option 2005K1 EUR 1.21 and
    - for stock option 2005K2 EUR 2.41.

From the share subscription price of the stock options shall, as per the dividend
record date, be deducted the amount of the dividend decided after 1 June 2005 but
before share subscription. The share subscription price shall, nevertheless,
always amount to at least the nominal value of the share.

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the book-entry
account of the subscriber.

5. Shareholder Rights

The dividend rights of the shares and other shareholder rights shall commence
when the increase of the share capital has been entered into the Trade Register.

6. Share Issues, Convertible Bonds and Stock Options before Share Subscription

Should the Company, before the share subscription, increase its share capital
through an issue of new shares, or an issue of new convertible bonds or stock
options, a stock option owner shall have the same right as, or an equal right to,
that of a shareholder. Equality is reached in the manner determined by the Board
of Directors by adjusting the number of shares available for subscription, the
share subscription price or both of these.

Should the Company, before the share subscription, increase its share capital by
way of a bonus issue, the subscription ratio shall be amended so that the ratio
to the share capital of shares to be subscribed for by virtue of the stock
options remains unchanged. If the number of shares that can be subscribed for by
virtue of one stock option is a fraction, the fractional part shall be taken into
account by reducing the share subscription price.

7. Rights in Certain Cases

If the Company reduces its share capital before the share subscription, the
subscription right accorded by the terms and conditions of the stock options
shall be adjusted accordingly, as specified in the resolution to reduce the share
capital.

If the Company is placed in liquidation before the share subscription, the stock
option owner shall be given an opportunity to exercise his/her subscription right
before the liquidation begins, within a period of time determined by the Board of
Directors.

If the Company resolves to merge in another company as the company being acquired
or in a company to be formed in a combination merger, or if the Company resolves
to be divided, the Stock Option Plan shall be replaced by a new stock option plan
issued by the companies involved in the merger or, if the dividing company so
decides, by a new stock option plan issued by the recipient company, on the basis
of which the recipient company's new shares can be subscribed for, on the
corresponding and financially reasonable terms and conditions. If the Stock
Option Plan is replaced by a new stock option plan issued by the recipient
company, the stock option owners shall have no right to require that stock
options be redeemed at their market value. Alternatively, by the resolution of
the Board of Directors, a stock option owner shall be given the right to
subscribe for the shares with his/her stock options, before the merger or
division, within a period of time determined by the Board of Directors. No
subscription right shall exist after the expiry of the period of time. Also in
this situation, a stock option owner has no right to require that the stock
options be redeemed at their market value.

If the Company, after the beginning of the share subscription period, resolves to
acquire its own shares by an offer made to all shareholders, the stock option
owners shall be made an equivalent offer. In other cases, acquisition of the
Company's own shares shall not require the Company to take any action in relation
to the stock options.

If a redemption right and obligation to all of the Company's shares, as referred
to in Chapter 14 Section 19 of the Finnish Companies Act, arises to any of the
shareholders, before the end of the share subscription period, on the basis that
a shareholder possesses over 90% of the shares and the votes of the shares of the
Company, or if a situation, as referred to in Chapter 6 Section 6 of the Finnish
Securities Market Act, arises to any of the shareholders, the stock option owners
shall be entitled to use their right of subscription by virtue of the stock
options, within a period of time determined by the Board of Directors, or they
shall be entitled to have an equal right to that of shareholders to sell their
stock options to the redeemer, irrespective of the transfer restriction defined
in Section I.5 above. A shareholder who possesses over 90% of the shares and
votes of the shares of the Company has the right to purchase the stock option
owner's stock options at their market value.

If the nominal value of the share is changed while the share capital remains
unchanged, the share subscription terms and conditions of the stock options shall
be amended so that the total nominal value of the shares available for
subscription and the total share subscription price remain the same.

Converting the Company from a public company into a private company shall not
affect the terms and conditions of the stock options.


III OTHER MATTERS

The laws of Finland shall be applied to these terms and conditions. Disputes
arising in relation to the stock options shall be settled by arbitration in
accordance with the Arbitration Rules of the Central Chamber of Commerce.

The Board of Directors may decide on the transfer of the stock options to the
book-entry securities system at a later date and on the resulting technical
amendments to these terms and conditions, including those amendments and
specifications to the terms and conditions which are not considered essential.
Other matters related to the stock options shall be decided on by the Board of
Directors. The stock option documentation shall be kept available for inspection
at the head office of SysOpen Digia.

The Company shall be entitled to withdraw the stock options which have not been
transferred, or with which shares have not been subscribed for, free of charge,
if the stock option owner acts against these terms and conditions, or against the
regulations given by the Company on the basis of these terms and conditions, or
against applicable law, or against the regulations of the authorities.

These terms and conditions have been made in Finnish and in English. In the case
of any discrepancy between the Finnish and English terms and conditions, the
Finnish terms and conditions shall decide.


APPENDIX 2


SYSOPEN DIGIA PLC STOCK OPTIONS 2005

The Extraordinary General Meeting of Shareholders of SysOpen Digia Plc (SysOpen
Digia or Company) has on 1 June 2005 agreed, in accordance with the proposal by
the Board of Directors of the Company (Board of Directors) on 13 May 2005, to
issue stock options, which commit the key personnel to long-term shareholding in
SysOpen Digia, to the key personnel of SysOpen Digia and its subsidiaries
(SysOpen Digia Group) and to a wholly owned subsidiary of SysOpen Digia on the
following terms and conditions:


I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The total number of stock options issued shall be 900,000, which entitle their
owners to subscribe for a total of 900,000 shares in SysOpen Digia.

2. Stock Options

Of the stock options, 300,000 shall be marked with the symbol 2005A, 300,000
shall be marked with the symbol 2005B and 300,000 shall be marked with the symbol
2005C.

The persons to whom stock options are issued shall be notified in writing by the
Company about the offer of stock options. The stock options shall be delivered to
the recipient when he or she has accepted the offer of the Company. Stock option
certificates shall, upon request, be delivered to the stock option owner at the
start of the relevant share subscription period, unless the stock options have
been transferred to the book-entry securities system.

3. Right to Stock Options

The stock options shall, in deviation from the shareholders' pre-emptive
subscription rights, be gratuitously issued to the key personnel of the SysOpen
Digia Group and to Sysopen Partners Oy (Sysopen Partners), a wholly owned
subsidiary of SysOpen Digia. The shareholders' pre-emptive subscription rights
are proposed to be deviated from since the stock options are intended to form
part of the Group's incentive and commitment program for the key personnel.

4. Distribution of Stock Options

The Board of Directors shall decide upon the distribution of the stock options.
Sysopen Partners shall be granted stock options to the extent that the stock
options are not distributed to the key personnel of the SysOpen Digia Group. The
Board of Directors of SysOpen Digia shall later decide upon the further
distribution of the stock options granted or returned later to Sysopen Partners,
to the key personnel employed by or to be recruited by the SysOpen Digia Group.

The Board of Directors can decide that a prerequisite for receiving 2005A-, 2005B-
 and/or 2005C- stock options is that a key person has acquired or owns a certain
number of SysOpen Digia shares, determined by the Board of Directors in advance,
before distribution of these stock options.

The SysOpen Digia Group key personnel can be obligated to purchase or subscribe
for the Company's shares with a proportion of the income gained from the stock
options in the manner determined by the Board of Directors in connection with the
decision to distribute stock options.

Upon issue, all stock options 2005B and 2005C and those stock options 2005A that
are not distributed to the key personnel, shall be granted to Sysopen Partners.
Sysopen Partners can distribute stock options 2005 to the key personnel employed
by or to be recruited by the SysOpen Digia Group by the resolution of the Board
of Directors of SysOpen Digia.

5. Transfer of Stock Options and Obligation to Offer Stock Options

The stock options are freely transferable, when the relevant share subscription
period has begun. The Board of Directors may, however, permit the transfer of a
stock option also before such date. The Company shall hold the stock options on
behalf of the stock option owner until the beginning of the share subscription
period. The stock option owner has the right to acquire possession of the stock
options when the relevant share subscription period begins. Should the stock
option owner transfer his/her stock options, such person is obliged to inform the
Company about the transfer in writing, without delay.

Should a stock option owner cease to be employed by or in the service of the
SysOpen Digia Group, for any reason than the death of a stock option owner, or
the statutory retirement or the retirement in compliance with the employment
contract of a stock option owner, or the retirement of a stock option owner
otherwise determined by the Company, such person shall, without delay, offer to
the Company or its order, free of charge, the stock options for which the share
subscription period specified in Section II.2 has not begun, on the last day of
such person's employment or service. The Board of Directors can, however, in the
above-mentioned cases, decide that the stock option owner is entitled to keep
such stock options, or a part of them, which are under the offering obligation.

Should a stock option owner sell his/her SysOpen Digia shares or a part of them,
which he/she has purchased as a prerequisite for receiving 2005A-, 2005B- or
2005C- stock options or which he/she owns, before the share subscription period
specified in Section II.2 has begun, such person shall, without delay, offer to
the Company or its order, free of charge, the number of 2005A-, 2005B- or 2005C-
stock options that correspond to the proportion that the Board of Directors has
decided in advance. The Board of Directors can, however, in the above-mentioned
cases, decide that a stock option owner is entitled to keep such stock options or
a part of them, which are under offering obligation.

Regardless of whether the stock option owner has offered his/her stock options to
the Company or not, the Company is entitled to inform the stock option owner in
writing that the stock option owner has lost his/her stock options on the basis
of the above-mentioned reasons. Should the stock options be transferred to the
book-entry securities system, the Company has the right, whether or not the stock
options have been offered to the Company, to request and get transferred all the
stock options under the offering obligation from the stock option owner's book-
entry account to the book-entry account appointed by the Company, without the
consent of the stock option owner. In addition, the Company is entitled to
register transfer restrictions and other respective restrictions concerning the
stock options to the stock option owner's book-entry account without the consent
of the stock option owner.


II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to Subscribe for New Shares

Each stock option entitles its owner to subscribe for one (1) share in SysOpen
Digia. The nominal value of each share is EUR 0.10. As a result of the share
subscriptions the share capital of SysOpen Digia may be increased by a maximum of
EUR 90,000 and the number of shares by a maximum of 900,000 new shares.

Sysopen Partners, as a subsidiary of SysOpen Digia, shall not be entitled to
subscribe for shares in SysOpen Digia on the basis of the stock options.

2. Share Subscription and Payment

The share subscription period shall be
 - for stock option 2005A 1 November 2007 - 30 November 2009,
 - for stock option 2005B 1 November 2008 - 30 November 2010 and
 - for stock option 2005C 1 November 2009 - 30 November 2011.

Share subscriptions shall take place at the head office of SysOpen Digia or
possibly at another location to be determined later. The subscriber shall
transfer the respective stock option certificates with which he/she subscribes
for shares, or, in the case of the stock options having been transferred to the
book-entry securities system, the stock options with which shares have been
subscribed for shall be deleted from the subscriber's book-entry account. Upon
subscription, payment for the shares subscribed for shall be made to the bank
account appointed by the Company. The Board of Directors shall decide on all
measures concerning the share subscription.

3. Share Subscription Price

The share subscription price shall be:

 - for stock option 2005A the trade volume weighted average quotation of the
   SysOpen Digia share on the Helsinki Stock Exchange during twenty (20) trading
   days after the publishing of the January - March 2005 interim report,

 - for stock option 2005B the trade volume weighted average quotation of the
   SysOpen Digia share on the Helsinki Stock Exchange during twenty (20) trading
   days after the publishing of the January - March 2006 interim report and

 - for stock option 2005C the trade volume weighted average quotation of the
   SysOpen Digia share on the Helsinki Stock Exchange during twenty (20) trading
   days after the publishing of the January - March 2007 interim report.

From the share subscription price of the stock options shall, as per the dividend
record date, be deducted the amount of the dividend decided after the beginning
of the period for determination of the share subscription price but before share
subscription. The share subscription price shall, nevertheless, always amount to
at least the nominal value of the share.

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the book-entry
account of the subscriber.

5. Shareholder Rights

The dividend rights of the shares and other shareholder rights shall commence
when the increase of the share capital has been entered into the Trade Register.

6. Share Issues, Convertible Bonds and Stock Options before Share Subscription

Should the Company, before the share subscription, increase its share capital
through an issue of new shares, or an issue of new convertible bonds or stock
options, a stock option owner shall have the same right as, or an equal right to,
that of a shareholder. Equality is reached in the manner determined by the Board
of Directors by adjusting the number of shares available for subscription, the
share subscription price or both of these.

Should the Company, before the share subscription, increase its share capital by
way of a bonus issue, the subscription ratio shall be amended so that the ratio
to the share capital of shares to be subscribed for by virtue of the stock
options remains unchanged. If the number of shares that can be subscribed for by
virtue of one stock option is a fraction, the fractional part shall be taken into
account by reducing the share subscription price.

7. Rights in Certain Cases

If the Company reduces its share capital before the share subscription, the
subscription right accorded by the terms and conditions of the stock options
shall be adjusted accordingly, as specified in the resolution to reduce the share
capital.

If the Company is placed in liquidation before the share subscription, the stock
option owner shall be given an opportunity to exercise his/her subscription right
before the liquidation begins, within a period of time determined by the Board of
Directors.

If the Company resolves to merge in another company as the company being acquired
or in a company to be formed in a combination merger, or if the Company resolves
to be divided, the Stock Option Plan shall be replaced by a new stock option plan
issued by the companies involved in the merger or, if the dividing company so
decides, by a new stock option plan issued by the recipient company, on the basis
of which the recipient company's new shares can be subscribed for, on the
corresponding and financially reasonable terms and conditions. If the Stock
Option Plan is replaced by a new stock option plan issued by the recipient
company, the stock option owners shall have no right to require that stock
options be redeemed at their market value. Alternatively, by the resolution of
the Board of Directors, a stock option owner shall be given the right to
subscribe for the shares with his/her stock options, before the merger or
division, within a period of time determined by the Board of Directors. No
subscription right shall exist after the expiry of the period of time. Also in
this situation, a stock option owner has no right to require that the stock
options be redeemed at their market value.

If the Company, after the beginning of the share subscription period, resolves to
acquire its own shares by an offer made to all shareholders, the stock option
owners shall be made an equivalent offer. In other cases, acquisition of the
Company's own shares shall not require the Company to take any action in relation
to the stock options.

If a redemption right and obligation to all of the Company's shares, as referred
to in Chapter 14 Section 19 of the Finnish Companies Act, arises to any of the
shareholders, before the end of the share subscription period, on the basis that
a shareholder possesses over 90% of the shares and the votes of the shares of the
Company, or if a situation, as referred to in Chapter 6 Section 6 of the Finnish
Securities Market Act, arises to any of the shareholders, the stock option owners
shall be entitled to use their right of subscription by virtue of the stock
options, within a period of time determined by the Board of Directors, or they
shall be entitled to have an equal right to that of shareholders to sell their
stock options to the redeemer, irrespective of the transfer restriction defined
in Section I.5 above. A shareholder who possesses over 90% of the shares and
votes of the shares of the Company has the right to purchase the stock option
owner's stock options at their market value.

If the nominal value of the share is changed while the share capital remains
unchanged, the share subscription terms and conditions of the stock options shall
be amended so that the total nominal value of the shares available for
subscription and the total share subscription price remain the same.

Converting the Company from a public company into a private company shall not
affect the terms and conditions of the stock options.


III OTHER MATTERS

The laws of Finland shall be applied to these terms and conditions. Disputes
arising in relation to the stock options shall be settled by arbitration in
accordance with the Arbitration Rules of the Central Chamber of Commerce.

The Board of Directors may decide on the transfer of the stock options to the
book-entry securities system at a later date and on the resulting technical
amendments to these terms and conditions, including those amendments and
specifications to the terms and conditions which are not considered essential.
Other matters related to the stock options shall be decided on by the Board of
Directors. The stock option documentation shall be kept available for inspection
at the head office of SysOpen Digia.

The Company shall be entitled to withdraw the stock options which have not been
transferred, or with which shares have not been subscribed for, free of charge,
if the stock option owner acts against these terms and conditions, or against the
regulations given by the Company on the basis of these terms and conditions, or
against applicable law, or against the regulations of the authorities.

These terms and conditions have been made in Finnish and in English. In the case
of any discrepancy between the Finnish and English terms and conditions, the
Finnish terms and conditions shall decide.