NOTICE OF SYSOPEN PLC'S ANNUAL GENERAL MEETING

Fri, Feb 11, 2005 12:31 CET

SysOpen Plc STOCK EXCHANGE RELEASE 11 February, at 1.30 pm

NOTICE OF SYSOPEN PLC'S ANNUAL GENERAL MEETING

Notice is hereby given to the shareholders of SysOpen Plc that the Annual General
Meeting (AGM) of the Company will be held at SysOpen Tower, Hiomotie 19, FIN-
00380 Helsinki, on Tuesday, March 1, 2005, starting at 10:00 a.m.

Items on the AGM's agenda:

1) Matters to be decided by the AGM in accordance with Section 12 of the Articles
of Association

2) The Board's proposal to amend Section 6 of the Articles of Association

The Board of Directors proposes that Article 6 of the Articles of Association be
amended to the effect that the minimum number of the members of the Board of
Directors shall be five and that maximum number of the Board of Directors shall
be, at the maximum.

3) Combination with Digia Inc. and related matters

The company has, on February 11, 2005, entered into a combination agreement
pursuant to which the company intends to acquire all outstanding Series A-shares
of Digia Inc. through a share exchange offer and after that, if necessary,
through share redemption procedure pursuant to the Finnish Companies Act. The
company shall acquire, in connection with the completion of the share exchange
offer, 100% of the share capital of Eomer Holding Oy. Eomer Holding Oy has agreed
to acquire, prior to the completion of the share exchange offer, all Series B-
shares of Digia Inc. Thus, the intention is that SysOpen Plc shall own, directly
or indirectly, Digia Inc.

The following matters relating to the combination of SysOpen Plc and Digia Inc
shall be resolved upon subject to the fulfillment of the terms and conditions for
the combination and the SysOpen shall complete the share exchange offer pursuant
to its terms.

A. The Board's proposal to amend the Articles of Association

The Board of Directors proposes that Article 1 of the Articles of Association,
relating to the company's name be amended to the effect that the company's
business name shall be Sysopen Digia Oyj, in Finnish, and Sysopen Digia Plc, in
English.

The Board of Directors proposes that Article 3 of the Articles of Association be
amended to the effect that the minimum share capital of the company shall be EUR
1,200,000 and maximum share capital shall be EUR 4,800,000 within which limits
the share capital may be increased or decreased without amending the Articles of
Association.

B. Directed share issue to the shareholders of Series A-shares of Digia

The share exchange offer to the shareholders of Series A-shares of Digia shall be
carried out through granting the shareholders of Series A-shares of Digia a right
to subscribe for new shares of the company in a directed share issue and pay as
consideration for the subscription for the new shares of the company by giving
the Series A-shares held by such shareholders to the company. Subscription for
the new shares of the company shall take place against rapport so that a holder
of Series A-share of Digia subscribing for new SysOpen shares shall receive 0.36
new SysOpen shares for each one (1) Series A-share of Digia.
Regarding the foregoing, the Board of Directors proposes that the share capital
of the company be increased by a minimum of EUR 0.10 and by a maximum of EUR
895,000 through a directed new issue in deviation from the pre-emptive
subscription rights of the shareholders by offering to the shareholders of Series
A-shares of Digia a minimum of one share and a maximum of 8,950,000 new shares of
the company with a nominal value of EUR 0.10 per share for subscription.

The subscription period begins immediately after the close of the annual general
meeting and ends on September 30, 2005 at 4:00 pm or immediately after all new
shares have been subscribed for. Payment for the subscription takes place at the
time of subscription. Subscriptions shall be made by giving the company a written
notice of approval of the share exchange pursuant to instructions given by the
Board of Directors of the company.

The share issue is carried out in deviation from the pre-emptive subscription
rights of the shareholders because the intention of the directed share issue is
to facilitate the combination of the businesses of SysOpen Plc and Digia Inc.
pursuant to the combination agreement, dated February 11, 2005. Thus, weighty
financial reasons of the company exist for deviating from the pre-emptive
subscription rights of the shareholders.

The share subscription price of the new shares of the company is based upon the
results of negotiations between the parties regarding the value of the share
capitals of the companies. SysOpen has used experts in the evaluation.

C. Election of the members of the Board of Directors

The major shareholders of the company, accounting for 50.1 percent of the votes
entitled by the company's outstanding shares, have notified the company that they
have in advance given their commitment to support the above proposals of the
Board of Directors and that they will propose to the AGM that, subject to the
completion of the combination, the following six persons, who have consented to
accept these nominations, be elected to the company's Board of Directors for a
term expiring at the end of the next AGM:

- Pekka Sivonen, b. 1960, Chairman of the current Board of Directors of Digia
Inc.;
- Kari Karvinen, b. 1959, Chairman of the Board, SysOpen Plc:
- Pekka Eloholma, b. 1960, Managing Director of Setec Oy;
- Matti Mujunen, b. 1958, Managing Director, Secgo Software Oy;
 -Mikko Terho, b. 1960, Senior Vice President, Nokia Oyj;
 -Pertti Kyttälä, b. 1950, Managing Director of Peranit Oy

4) The Board's proposal to authorize the Board of Directors to decide on issuing
one or several convertible bonds, issuing stock options and/or increasing the
company's share capital through one or several rights issues

The Board proposes to the AGM that the old authorizations be cancelled and that
Board be authorized 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
1,852,582 and the company's share capital may increase by a maximum of EUR
185,258.20.

On the basis of this authorization, the Board can decide to increase the
company's share capital so that, with regard to the total amount of the increase
and the total number of votes attaching to the shares to be issued, the valid,
unused authorizations may correspond to a maximum of one-fifth of the registered
share capital and the aggregate number of votes attaching to the shares at the
time of the authorization decision of the AGM and the decision of the Board of
Directors to increase the share capital. The Board proposes that the
authorization include the right to deviate from the shareholders' pre-emptive
right if there is a weighty 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 also proposes that it be authorized to decide whether shares may be
subscribed against a non-cash contribution, or on other specific terms. The Board
would be authorized to decide on those persons entitled to subscription, the
subscription price and the subscription price bases. The authorization is
proposed to be valid for one year from the date of the Annual General Meeting's
decision.

SysOpen's financial statements and the Board's proposals set forth above,
together with the documents required by the Finnish Companies Act, are available
for inspection by shareholders at the company's head office at Hiomotie 19,
Helsinki, from February 22, 2005. Copies of the documents will be sent to
shareholders on request. The company's Annual Report will be available at the
company's head office at the latest at February 22, 2005, and it will be sent to
shareholders on request. The Annual Report will also be available at the AGM
venue. The Annual Report will be available in electronic form on the company's
website at www.sysopen.fi at the latest on February 22, 2005.

Shareholders registered by February 18, 2005 on the company's shareholder
register maintained by the Finnish Central Securities Depository Ltd are entitled
to attend the Annual General Meeting.

Shareholders wishing to attend the Annual General Meeting must notify the company
in advance by 4.00 p.m. on February 22, 2005, either in writing to SysOpen Plc,
Petra Honkaranta, Hiomotie 19, FIN-00380 Helsinki, or by telephone at +358 424
2020 1 or by fax at +358 424 2020 725 or by e-mail to info@sysopen.fi.
Registrations by mail, fax or e-mail must arrive prior to the deadline. Please
submit any proxies while sending your registration. Entry to the meeting room,
the distribution of ballots and the inspection of proxies will begin at the venue
at 09:15 a.m. on March 1, 2005.

The Board of Directors proposes to the AGM that a per-share dividend of EUR 0.22
be paid for the financial year 2004, and that the record date for dividend
distribution be March 4, 2004 and the dividend payment date March 11, 2004.

Helsinki, February 11, 2005

SYSOPEN PLC

Board of Directors

FOR FURTHER INFORMATION, PLEASE CONTACT
Arto Sahla, Managing Director

tel. +358 424 2020 339, mobile +358 400 442 986, e-mail: arto.sahla@sysopen.fi
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NOTICE OF SYSOPEN PLC'S ANNUAL GENERAL MEETING

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