NOTICE TO CONVENE THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SYSOPEN
SysOpen Digia Plc Stock Exchange Release 13 May 2005 at 10:00 a.m.
NOTICE TO CONVENE THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SYSOPEN DIGIA PLC Notice is hereby given to the shareholders of SysOpen Digia Plc that the Extraordinary General Meeting of the Company will be held at Hiomotie 19, FIN- 00380 Helsinki, on Wednesday, June 1, 2005, starting at 5:00 p.m. Items on the General Meeting of Shareholders' agenda: 1) The proposals by the Board of Directors to issue stock options The Board of Directors proposes that stock options be issued by the General Meeting of Shareholders to the key personnel of the SysOpen Digia Group, as well as to a wholly-owned subsidiary of SysOpen Digia Plc. It is proposed that the shareholders' pre-emptive subscription rights be deviated from since the stock options are intended to form a part of the incentive and commitment program for the key personnel. The proposed stock options are divided into two stock option plans, Stock Options 2005K, which replace the Digia Inc. stock options 2001 and new SysOpen Digia Plc Stock Options 2005A-C, which commit the key personnel to long-term shareholding in SysOpen Digia. I) STOCK OPTIONS 2005K, WHICH REPLACE THE DIGIA INC. 2001 STOCK OPTIONS The stock options 2005K shall be offered to the 2001 stock option owners of Digia Inc., as well as to a wholly owned subsidiary of SysOpen Digia Plc. After the combination of Sysopen Plc and Digia Inc., the Digia Inc. 2001 stock option owners shall be offered a possibility to convert their stock options to the stock options now being issued at the conversion rate 1:0.36, in accordance with the Digia Inc. 2001- stock options on the corresponding and financially reasonable terms and conditions. If the number of new stock options is a fraction, the number of new stock options shall be rounded off to a nearest higher full figure. The conversion of the Digia Inc. stock options to the new stock options has to be made within a period of time determined by the Board of Directors. The number of stock options issued shall be 663,049 and they shall be distributed gratuitously. Of the stock options, 105,408 shall be marked with the symbol 2005K1 and 557,641 shall be marked with the symbol 2005K2. The stock options entitle to subscription of a maximum total of 663,049 shares in SysOpen Digia Plc. The nominal value of each share is EUR 0.10. The share subscription price for stock option 2005K1 shall be EUR 1.21 and for stock option 2005K2 EUR 2.41. The proposed share subscription prices are based on the Sysopen Plc share value before the publishing of the combination of the companies and on the estimated cash value of the share consideration that was offered for a Digia Inc. share in the Sysopen Plc share exchange offer. From the share subscription price of 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. The share subscription period for stock option 2005K1 shall begin on the date when the subscription of the 2005K- stock options is 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. The 2005K1- stock options can be used only for share subscription. As a result of the share subscriptions with the 2005K- stock options, the share capital of SysOpen Digia Plc may be increased by a maximum of EUR 66,304.90 and the number of shares by a maximum of 663,049 new shares. II) STOCK OPTIONS 2005A-C, WHICH COMMIT THE KEY PERSONNEL TO SHAREHOLDING IN SYSOPEN DIGIA The number of stock options issued shall be 900,000 and they shall be distributed gratuitously. 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 stock options entitle to subscription of a maximum of 900,000 shares in SysOpen Digia Plc. The nominal value of each share is EUR 0.10. 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. The share subscription price for stock option 2005A shall be the trade volume weighted average quotation of the SysOpen Digia Plc 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 Plc 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 Plc 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 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. The share subscription period shall be: for stock options 2005A, 1 November 2007 - 30 November 2009, for stock options 2005B 1 November 2008 - 30 November 2010 and for stock options 2005C 1 November 2009 - 30 November 2011. As a result of the share subscriptions with the 2005A-, 2005B- and 2005C- stock options, the share capital of SysOpen Digia Plc may be increased by a maximum of EUR 90,000 and the number of shares by a maximum of 900,000 new shares. 2) 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 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 3,635,390 and the company's share capital may increase by a maximum of EUR 363,539.00. 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 General meeting of the shareholders and the decision of the Board of Directors to increase the share capital. The Board proposes that the authorization includes 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 Shareholders' Meeting's decision. 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 May 25, 2005. Copies of the documents will be sent to shareholders on request. Shareholders registered by May 20, 2005 on the company's shareholder register maintained by the Finnish Central Securities Depository Ltd are entitled to attend the Extraordinary General Meeting of the shareholders. Shareholders wishing to attend the Extraordinary General Meeting must notify the company in advance by 4:00 p.m. on May 25, 2005, in writing to SysOpen Digia Plc, Petra Honkaranta, Hiomotie 19, FIN-00380 Helsinki, 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 4:30 p.m. on June 1, 2005. Helsinki, May 13, 2005 SYSOPEN DIGIA PLC Board of Directors FOR FURTHER INFORMATION, PLEASE CONTACT Pekka Sivonen, Chairman of the Board, Tel. + 358 40 759 3601, e-mail: pekka.sivonen@digia.com DISTRIBUTION Helsinki Exchanges Key media