SUMMONS TO THE ANNUAL GENERAL MEETING OF DIGIA PLC
Digia Plc Stock Exchange Release February 1, 2013 at 09:01 a.m.
SUMMONS TO THE ANNUAL GENERAL MEETING OF DIGIA PLC
Summons is given to the shareholders of Digia Plc to the Annual General Meeting to be held on Tuesday, March 12, 2013, starting at 10:00 a.m. at the headquarters of the company, address Valimotie 21, 00380 Helsinki, Finland. The reception of persons who have registered for the Meeting and distribution of voting tickets will commence at 9:00 a.m.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for 2012
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board proposes to the Annual General Meeting that based on the balance sheet to be adopted for the accounting period ended December 31, 2012 a dividend of EUR 0.10 per share will be paid. The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date March 15, 2013. The dividend will be paid on March 22, 2013.
9. Resolution on the discharge of the Members of the Board of Directors and the Managing Directors from liability
10. Resolution on the remuneration of the Members of the Board of Directors and the auditor
The Board’s Nomination Committee proposes to the Annual General Meeting that remuneration for the Board will remain the same and that the monthly remuneration payable to the Board Members to be elected for the term until the close of Annual General Meeting 2014 shall be EUR 2,500, to the Vice Chairman of the Board EUR 3,500 and EUR 5,500 to the Chairman of the Board. In addition, all of the above will receive a meeting fee of EUR 500 for every meeting, including the meetings of the committees set by the Board. None of the fees shall be paid to the Board Member, who will serve the company under a separate employment agreement. In addition to the above mentioned fees the ordinary and reasonable expenses of Board member will be remunerated according to the invoice. In addition, the Board proposes that the auditor will be reimbursed according to the auditor’s reasonable invoice.
11. Resolution on the number of Members of the Board of Directors
The Board’s Nomination Committee proposes to the Annual General Meeting that the number of Board members will be seven.
The major shareholders, representing 39.4 % of the voting rights of the shares in the company, have notified the company that they will support the above mentioned proposal.
12. Election of Members of the Board of Directors
The Board’s Nomination Committee proposes to the Annual General Meeting that the current Board members Päivi Hokkanen, Robert Ingman, Kari Karvinen, Pertti Kyttälä, Seppo Ruotsalainen, Leena Saarinen and Tommi Uhari, who have agreed to accept the positions in question, will be reappointed to Digia’s Board of Directors until the end of the next AGM in Spring 2014.
The major shareholders, representing 39.4 % of the company’s shares and votes, have notified the company that they will support the above mentioned proposal.
13. Authorizing of the Board of Directors to decide on the repurchase and/or distress of the company’s own shares
The Board proposes that the Annual General Meeting authorize the Board to decide on the repurchase and/or distress of a maximum of 2,000,000 of company's own shares by using funds in the unrestricted equity. The Board shall decide on how the shares will be repurchased. The shares may be repurchased in another proportion than that of the shares held by the current shareholders. The authorization also includes the acquisition of shares through public trading organized by NASDAQ OMX Helsinki Oy in accordance with its and Euroclear Finland Oy’s rules and instructions, or through offers made to shareholders. The shares may be repurchased in order to improve the capital structure of the company, finance or carry out acquisitions or other arrangements, to carry out company’s share-based incentive schemes, or to be transferred for other purposes, or to be cancelled. The shares shall be repurchased for a price based on the fair value quoted in public trading. The authorization replaces the authorization granted by the Shareholders' Meeting on March 13, 2012 and shall be valid for 18 months from the issue date of the authorization, i.e. until September 12, 2014.
14. Authorizing the Board of Directors to decide on a share issue and granting of special rights entitling to shares
The Board proposes that the Annual General Meeting authorize the Board to decide on share issue and granting of special rights prescribed in Chapter 10 Section 1 of the Companies Act, subject to or free of charge, in one or several installments on the following terms: The maximum total number of shares to be issued by the virtue of authorization is 4,000,000. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. By virtue of the authorization, the Board of Directors is entitled to decide on share issues and granting of special rights waiving the pre-emptive subscription rights of the shareholders (directed issue). The authorization may be used in order to finance or carry out acquisitions or other arrangements, to carry out company’s share-based incentive schemes and to improve the capital structure of the company, or to be used for other purposes decided by the Board of Directors. The authorization includes the Board of Directors' right to decide on all terms relating to the share issue and granting of special rights, including subscription price, its payment and its entry into the company's balance sheet. The authorization replaces the authorization granted by the Shareholders' Meeting on March 13, 2012 and shall be valid for 18 months from the issue date of the authorization, i.e. until September 12, 2014.
15. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The proposals of the Board of Directors and its committees relating to the agenda of the General Meeting as well as this summons are available on Digia Plc’s website at www.digia.com/investors. Digia Plc’s annual accounts, report of the Board of Directors and the auditor’s report are available on the above-mentioned website, no later than February 19, 2013. The proposals and the annual accounts are also available at the meeting. Copies of these documents and of this summons will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from March 26, 2013.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on Thursday, February 28, 2013 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who wants to participate in the General Meeting, shall register to the company for the meeting no later than March 7, 2013 by 10:00 a.m. by giving a prior notice of participation. Such notice can be given:
a) by telephone to +358 10 313 3064
b) by telefax to +358 10 313 3700
c) by e-mail email@example.com or
d) by regular mail to Digia Plc, Sirpa Nieminen, Valimotie 21, FI-00380 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, social security number, address and telephone number and the name and social security number of a possible assistant or proxy representative. The letter or other notice of registration shall arrive before the end of the said registration period. The personal data given to Digia Plc is used only in connection with the General Meeting and with the processing of related registrations. Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting also by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the address above before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered into the shareholders’ register of the company at the latest on March 7, 2013 by 10:00 a.m., provided that on the basis of the same shares, the shareholder had the right to be registered in the shareholders’ register of the company on the record date of the meeting, i.e. February 28, 2013. Notification of a holder of nominee registered shares for temporarily registration into the shareholder’s register is considered to be a registration for meeting. Further information on these matters can also be found on the company’s website www.digia.com.
4. Other instructions and information
On the date of this summons to the General Meeting February 1, 2013, the total number of shares and votes in Digia Plc is 20,875,645.
Helsinki, February 1, 2013
Board of Directors
FOR FURTHER INFORMATION
President and CEO Juha Varelius,
gsm +358 400 855849, email: firstname.lastname@example.org
NASDAQ OMX Helsinki