PROPOSALS OF BOARD OF DIRECTORS AND NOTICE TO ORDINARY SHAREHOLDERS’ MEETING OF SYSOPEN DIGIA PLC
SYSOPEN DIGIA PLC Stock Exchange Release February 8, 2007, at 10:20 am
The Board of Directors of SysOpen Digia Plc has, in its meeting on February 7, 2007, decided to make the following proposals to the Ordinary Shareholders’ Meeting to be held on February 28, 2007, and to publish the following notice to the meeting in Helsingin Sanomat on February 10, 2007:
The shareholders of SysOpen Digia Plc are invited to the Ordinary Shareholders’ Meeting to be held on February 28, 2007, starting at 9 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 12 of the Articles of Association
The central shareholders representing 28,7 per cent of the voting rights of the shares in the company have announced to the company that they will present to the Ordinary Shareholders’ Meeting that it would elect the following seven persons, in accordance with their consents, to the Board of Directors until the end of the following Ordinary Shareholders’ Meeting:
Pekka Sivonen, The Chairman of the current Board of Directors of SysOpen Digia Plc;
Kari Karvinen, The Vice Chairman of the current Board of Directors of SysOpen Digia Plc;
Pertti Kyttälä, Managing Director of Peranit Ltd;
Matti Mujunen, Managing Director of Secgo Software Ltd;
Mikko Terho, Vice President, Nokia Plc;
Martti Mehtälä, Managing Director of Microsoft Ltd; and
Eero Makkonen, Board professional.
2. Amendment of Articles of Association
The Board of Directors proposes that the Ordinary Shareholders’ Meeting would amend the Articles of Association of the company in its totality. The primary content of the amendment shall be as follows:
3 § (”Share Capital”) and 4 § (”Nominal value of Shares”) shall be removed.
5 § (new 3 §) shall be simplified in a way that it shall be only mentioned that the shares of the company have been entered into a book-entry system.
Sections 1, 6 (new 4 §), 8 (new 6 §), 9 (new 7 §) and 12 (new 10 §) shall be amended to hear as follows:
“1 § Company Name and Domicile
The name of the company is SYSOPENDIGIA Oyj, in English SYSOPENDIGIA Plc. The domicile of the company is Helsinki.”
”4 § Board of Directors
The Board of Directors shall consist of five to eight (5-8) ordinary members. The term of the members of the Board of Directors shall terminate at the end of the Ordinary Shareholders’ Meeting following the election of the Board of Directors. The Board of Directors shall elect a Chairman and a Vice Chairman from among its members.”
”6 § Representation
The company is represented by the Managing Director, a member of the Board of Directors, holder of a procuration or another person appointed by the Board of Directors to represent the company two together.
The Board of Directors is entitled to give a right to represent the company to appointed persons in the manner that they are entitled to represent the company two together or each together with a member of the Board of Directors, holder of a procuration or the Managing Director.”
”7 § Auditors
The company has one (1) auditor, which is required to be an auditing company approved by the Central Chamber of Commerce.
The auditor is elected until further notice.”
”10 § Ordinary Shareholders’ Meeting
The Ordinary Shareholders’ Meeting shall be held annually in Helsinki, Espoo or Vantaa within six months of the expiration of the financial period on a date set by the Board of Directors.
In the meeting:
the following shall be submitted
1. financial statements, group financial statements and annual report;
2. auditor’s report;
the following matters shall be decided upon
3. confirmation of the financial statements and the group financial statements;
4. use of the profit shown by the balance-sheet;
5. discharge of liability of the members of the Board of Directors and the Managing Director;
6. compensation for the members of the Board of Directors and the auditors as well as grounds for compensation of the costs incurred;
7. amount of members in the Board of Directors;
the following shall be elected
8. the members of the Board of Directors; and
9. the auditor, when required.”
3. The Authorization of the Board of Directors to decide on a share issue including assignment of the company’s own shares
The Board of Directors proposes that the Shareholders’ Meeting would authorize the Board of Directors to decide on a share issue, be the issue subject to or free of charge. The Board of Directors proposes, that the Shareholders’ Meeting would decide on an authorization for the share issue not excluding the right to decide on a directed issue. The Board of Directors proposes, that the authorization may also be utilized for the purposes of engaging and rewarding key employees of the company.
4. Authorization of the Board of Directors to decide on Issue of Special Rights
The Board of Directors proposes that the Shareholders’ Meeting would authorize the Board of Directors to decide on an issue of special rights which entitle, against payment, to new shares or shares possibly in possession of the Company. The Board of Directors proposes that the Shareholders’ Meeting would decide on an authorization not excluding the right to decide on a directed issue of special rights. The Board of Directors proposes, that the authorization may also be utilized for the purposes of engaging and rewarding key employees of the company.
5. Authorization of the Board of Directors to decide on Acquisition of own
Shares
The Board of Directors proposes that the Shareholders’ Meeting would authorize the Board of Directors to decide on acquisition of its own shares. The Board of Directors proposes that the Shareholders’ Meeting would decide on an authorization not excluding the right to decide on a directed acquisition.
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, 2006, EUR 0.08 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 5, 2007. The Board of Directors proposes to the Ordinary Shareholders’ Meeting that the dividend shall be paid on March 12, 2007.
Documents
The proposals of the Board of Directors with its annexes and the financial statements shall be available for review by the shareholders on the website of the company (www.sysopendigia.fi/sijoittajat)on February 21, 2007, 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 18, 2007, has the right to participate in the Shareholders’ Meeting.
The shareholder willing to participate in the Shareholders’ Meeting shall report the company of the participation on February 20, 2007, at 4 p.m. at the latest, in writing to the address SysOpen Digia Plc, Sirpa Nieminen, Hiomotie 19, 00380 Helsinki, by facsimile to the number 0403 073 725 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.
SYSOPEN DIGIA 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:
Helsinki Stock Exchange
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