PROPOSALS OF BOARD OF DIRECTORS AND INVITATION TO ORDINARY SHAREHOLDERS' MEETING OF SYSOPENDIGIA PLC
SYSOPENDIGIA PLC Stock Exchange Release February 18, 2008
PROPOSALS OF BOARD OF DIRECTORS AND INVITATION TO ORDINARY SHAREHOLDERS' MEETING
OF SYSOPENDIGIA PLC
The Board of Directors of SYSOPENDIGIA Plc has, in its meeting on February 18,
2008, decided to make the following proposals to the Ordinary Shareholders'
Meeting to be held on March 11, 2008, and to publish the following invitation to
the meeting in Helsingin Sanomat on February 21, 2008:
The shareholders of SYSOPENDIGIA Plc are invited to the Ordinary Shareholders'
Meeting to be held on March 11, 2008, starting at 9.30 a.m. at the headquarters
of the company (Hiomotie 19, 00380 Helsinki).
The following matters are to be addressed at the meeting:
1. Matters pertaining to the Ordinary Shareholders' Meeting according to the
Section 10 of the Articles of Association
2. The Board's proposal to change the paragraph 1 of the Articles of Association
The Board of Directors proposes that the Ordinary Shareholders' Meeting would
change the first paragraph of the Articles of Association to be as follows:
“1 § Company name and Domicile
The name of the company is Digia Oyj, in English Digia Plc. The domicile of the
company is Helsinki."
3. Authorisation of the Board of Directors to decide on a share issue and
granting of
special rights
The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors to decide on a rights issue or a capitalisation issue and on
granting option rights and other special rights, provided that the maximum total
number of shares issued is 4,000,000. This authorisation can be exercised, for
instance, for the development of company's capital structure, for exercising the
share based incentive systems or for enabling and financing company and business
acquisitions and other co-operation, or other such restructuring. The Board of
Directors proposes that the Annual General Meeting decides on an authorisation
which does not exclude the Board of Directors' right to decide on a private
placement or granting special rights on a private placement basis. The Board of
Directors would be also entitled to decide to sell company's own shares in the
public trading in OMX Nordic Exchange Helsinki in order to finance possible
business acquisitions. The authorisation would replace the existing
authorisations and would be valid for 18 months from the issue date of the
authorisation, or until 11 September 2009.
4. Authorisation of the Board of Directors to decide on the buyback of own
shares
The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors to decide on the buyback of own shares with the free equity,
provided that the maximum number of shares involved be 2,000,000. Own shares can
be bought back, for instance, for the purpose of strengthening the company's
capital structure, for exercising the share based incentive systems or for
enabling and financing company and business acquisitions and other co-operation,
or other such restructuring or for the purpose of being invalidated. Own shares
shall not be bought back in proportion to the shareholders' holdings but in
public trading organised by the OMX Nordic Exchange Helsinki. The shares shall
be bought back for the price determined by the Board of Directors, based on the
fair value quoted in public trading on the buyback date. The authorisation would
replace the existing authorisations and would be valid for 18 months from the
issue date of the authorisation, or until 11 September 2009.
The Board of Directors and the auditor of the company
The central shareholders representing 38.3 per cent of the voting rights of the
shares in the company have announced to the company that they will propose to
the Ordinary Shareholders' Meeting that it would elect the following six
persons, in accordance with their consents, to the Board of Directors until the
end of the following Ordinary Shareholders' Meeting:
Pekka Sivonen, Full-time Chairman of the Board of Directors of SYSOPENDIGIA Plc;
Pertti Kyttälä, Managing Director of Peranit Ltd, the Vice Chairman of the Board
of Directors of SYSOPENDIGIA Plc;
Kari Karvinen, Board professional;
Harri Koponen, Board professional;
Martti Mehtälä, Board professional; and
Mikko Terho, Vice President and Nokia Fellow, Nokia Plc.
The Board of Directors proposes that the Ordinary Shareholders' Meeting would
elect KHT-company Ernst & Young Oy as the new auditor of the company with Heikki
Ilkka being the responsible auditor.
Payment of Dividend
The Board of Directors proposes to the Shareholders' Meeting that the company
would pay dividend for the financial year January 1 - December 31, 2007, EUR
0.10 per share. The dividend shall be paid to a shareholder that has been
entered into the company's shareholders' register on the record date of the
dividend payment on March 14, 2008. The Board of Directors proposes to the
Ordinary Shareholders' Meeting that the dividend shall be paid on March 25,
2008.
Documents
The proposals of the Board of Directors with their annexes and the financial
statements shall be available for review by the shareholders on the website of
the company (www.sysopendigia.fi/sijoittajat)on March 4, 2008, at the latest,
and copies thereof shall be sent to a shareholder by request.
Participation and Registration
A shareholder of the company that has been entered into the company's
shareholders' register on February 29, 2008 and who has notified the attendance
as mentioned below, has the right to participate in the Shareholders' Meeting.
Shareholders, whose shares are administrative registered, must contact the
book-entry corporation holding such shares in order to mark the administrative
registered shares temporarily on February 29, 2008 to SYSOPENDIGIA's shareholder
register.
The shareholder willing to participate in the Shareholders' Meeting shall report
the company of the participation on March 4, 2008, at 4 p.m. at the latest, by
telephone to number +358 40 7610 040 / Sirpa Nieminen or in writing to the
address SYSOPENDIGIA Plc, Sirpa Nieminen, Hiomotie 19, 00380 Helsinki, by
facsimile to the number 0403 073 760 or by email to the address
invest@sysopendigia.com. The letter or message of participation shall be at the
destination prior to the expiry of the registration period. The possible proxies
are asked to be delivered in connection with the registration to the address set
forth above.
SYSOPENDIGIA PLC
Board of Directors
For further information:
Tomi Merenheimo, Vice President, Legal and IR, tel. +358 (0)40 560 6101,
tomi.merenheimo@sysopendigia.com
DISTRIBUTION:
OMX Nordic Exchange Helsinki
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