NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SYSOPEN DIGIA PLC
SYSOPEN DIGIA PLC STOCK EXCHANGE RELEASE 14 February 2006 at 11:55 a.m.
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SYSOPEN DIGIA PLC SysOpen Digia Plc's shareholders are hereby invited to the Annual General Meeting to be held on Thursday 9 March 2006 starting at 4.30 p.m. at Hiomotie 19, 00380 Helsinki. The General Meeting of Shareholders will deal with the following matters: 1) Matters to be dealt at the Annual General Meeting by virtue of Article 12 of the Articles of Association Major shareholders, whose combined shareholdings account for 35.4 percent of the voting rights entitled by company shares, have notified the company that they will support the election of the following six people, who have expressed their consent, to the Board of SysOpen Digia Plc until the end of the following Annual General Meeting: . Pekka Sivonen, SysOpen Digia's current full-time Chairman of the Board . Kari Karvinen, SysOpen Digia's current Vice Chairman of the Board . Pekka Eloholma, Setec Oy's President and CEO . Pertti Kyttälä, Peranit Oy's Managing Director . Matti Mujunen, Secgo Software Oy's Managing Director . Mikko Terho, Vice President, Nokia Corporation 2) Board of Directors' proposal to authorise the Board to make decisions regarding the issue of one or more convertible bonds or stock options and/or regarding an increase of share capital through one or more rights issues The Board of Directors proposes to the Annual General Meeting that, cancelling any previous authorisations, the Board shall be authorised to make decisions regarding the issue of one or more convertible bonds or stock options and/or regarding an increase of share capital through one or more rights issues so that the maximum number of shares that can be issued through the conversion of convertible bonds, subscription of shares using stock options and/or subscription of a right issue shall be 3,679,069 shares having a nominal value of EUR 0.10 each, corresponding to a maximum increase of EUR 367,906.90 in share capital. However, on the basis of this authorisation, the Board of Directors could only decide on increasing the share capital so that the aggregate amount of increase would not exceed one fifth of registered share capital at the time of the Board's decision. The Board of Directors proposes that the authorisation shall include a right to deviate from the shareholders' pre-emptive subscription right on the condition that a weighty economic reason exists from the company's point of view, such as the financing of acquisitions, partnership arrangements, reinforcing or developing the structure of financing or capital, or incentives to personnel. The authorisation is also proposed to include the possibility that the Board may decide to approve share subscriptions against subscription in kind or otherwise under particular terms and conditions. The Board of Directors would have the right to decide on the parties entitled to subscription, the subscription price and the grounds for determining the subscription price. The authorisation is proposed to be effective for one year from the date of the AGM's decision. The authorisation granted by the Extraordinary General Meeting of 1 June 2005 to issue a convertible bond or stock options and/or increase the share capital will expire on 1 June 2006 at the latest. 3) Board of Directors' proposal to reduce the share premium account The Board of Directors proposes to the General Meeting of Shareholders that all of the funds in the share premium account, EUR 39,718,029.55, shall be transferred to a contingency reserve included in unrestricted shareholders' equity and administered by the General Meeting of Shareholders. The share premium account shall be reduced gratuitously and not affect the number of shares in the company, the rights associated with shares, the terms and conditions of stock options issued by the company, or the relative holdings of the company's shareholders. After the reduction of the share premium account, the company's total restricted shareholders' equity will be 1,839,534,90 euro and unrestricted shareholder's equity will be 41,069,583.07 euro. The purpose of reducing the share premium account is to balance the proportions of unrestricted and restricted shareholder's equity at the consolidated level. Execution of the decision is subject to approval by the registration authority. The financial statement documents, as well as the Board's proposals referred to in points 2 and 3 above, and the associated documents called for by the Companies Act, will be available for viewing by shareholders starting from 2 March 2006 at the company's headquarters at Hiomotie 19, Helsinki. Copies will be sent to shareholders upon request. The company's Annual Report will be available from the company's headquarters starting from 2 March 2006, and can also be picked up at the Annual General Meeting. The Annual Report is also available for viewing on the company's Web site (www.sysopendigia.fi) and will be sent to shareholders upon request. Shareholders entered in the company shareholder register, maintained by the Finnish Central Securities Depository Ltd., by 27 February 2006, are entitled to attend the meeting. Shareholders wishing to attend the Annual General Meeting must register with the company in advance by 4 p.m. on 2 March 2006 either by writing to: SysOpen Digia Plc, Petra Honkaranta, Hiomotie 19, 00380 Helsinki, by fax to +358 424 2020 725, or by email: info@sysopendigia.fi. Registration must arrive before the deadline closes. Please submit any proxies to the company in connection with the registration. The meeting room will open and the distribution of ballots and the inspection of proxies will begin at 4 p.m. on 9 March 2006. The Board of Directors proposes to the Annual General Meeting that a per-share dividend of EUR 0.05 be paid for the financial year. The record date for dividend shall be 14 March 2006 and the date of payment shall be 21 March 2006. Helsinki, 14 February 2006 SYSOPEN DIGIA PLC Board of Directors For further information, please contact: Tomi Merenheimo, Vice President, Legal and Communications, tel. +358 (0)40 560 6101, tomi.merenheimo@sysopendigia.com Distribution: Helsinki Stock Exchange Key media