• news.cision.com/
  • Digia Oyj/
  • THE DECISIONS OF DIGIA PLC'S ANNUAL GENERAL MEETING AND THE ORGANISING MEETING OF THE COMPANY'S BOARD OF DIRECTORS

THE DECISIONS OF DIGIA PLC'S ANNUAL GENERAL MEETING AND THE ORGANISING MEETING OF THE COMPANY'S BOARD OF DIRECTORS

Report this content
Digia Plc      Stock Exchange Release March 10, 2009 at 3.30 p.m.

THE DECISIONS OF DIGIA PLC'S ANNUAL GENERAL MEETING AND THE ORGANISING MEETING
OF THE COMPANY'S BOARD OF DIRECTORS 

Digia Plc´s annual general meeting confirmed the company's financial statement
including the consolidated financial statements for 1 Jan - 31 Dec 2008 and
discharged the Members of the Board and the Chief Executive Officer from
liability. 

Dividend 
 
The General Meeting approved the Board's proposal that the Board of
Directors will be authorised to decide at its discretion, and when the economic
situation of the company favours it, on the payment of dividend for 2008,
however, no more than EUR 0.05 per share, and that the authorisation shall be
valid until the next Ordinary Shareholders' Meeting. The dividend to be paid on
the basis of the authorisation and in accordance with the decision made by the
Board of Directors shall be paid to a shareholder entered into the company's
shareholders' register maintained by Euroclear Finland Ltd (former Finnish
Central Securities Depository Ltd.) on the record date of the dividend payment.
The Board of Directors shall decide on the record date for dividend and the
payment date of the dividend, which can at the earliest be the fifth banking
day from the record date. The profit for 2008 shall be entered into the
retained earnings. 
  
Composition of the Board of Directors 
 
At the General Meeting, Pekka Sivonen, Kari Karvinen, Heikki Mäkijärvi, Jari
Pasanen, Pertti Kyttälä and Martti Mehtälä were elected onto the Board of
Directors. At the Organising Meeting held after the General Meeting, Pekka
Sivonen was elected as full-time Chairman of the Board and Pertti Kyttälä was
elected as Vice Chairman of the Board. 
 
The Board decided the composition of Board's committees as follows: 

Audit committee: Pertti Kyttälä (chairman), Martti Mehtälä, Heikki Mäkijärvi
Compensation committee: Martti Mehtälä (chairman), Pertti Kyttälä, Jari Pasanen
Nomination committee: Pekka Sivonen (chairman), Kari Karvinen 

Remuneration of the Members of the Board 
 
The General Meeting decided to pay monthly emoluments of EUR 2,000 to the
Members of the Board, EUR 3,000 to the Vice Chairman of the Board and EUR 5,000
to the Chairman of the Board. In addition to these emoluments, all of the above
will receive a meeting fee of EUR 400 for every meeting, including the meetings
of the committees set by the Board. None of the emoluments or fees shall be
paid to the Board's full-time Chairman, who will instead receive the
remuneration in accordance with the specific employment agreement between the
company and Sivonen, as previously. The monthly salary of Sivonen is EUR 17,000
in accordance with the employment agreement. 
   
Authorising the Board of Directors to decide on a share issue and granting of
special rights 

The Annual General Meeting authorised the Board of Directors to decide 
on a share issue, be the issue subject to or free of charge, and on granting
option rights and other special rights, provided that the maximum total number
of new shares issued and shares held by the company is 4,000,000. By virtue of
the authorisation, 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 authorisation includes the Board of
Directors' right to decide on all terms relating to the share issue and the
granting of special rights, including subscription price, its payment and its
entry into the company's balance sheet. The authorisation replaces the
authorisation granted by the Shareholders' Meeting on March 11, 2008 and shall
be valid for 18 months from the issue date of the authorisation, or until
September 10, 2010. 

Authorisation of the Board of Directors to decide on the buyback of own shares

The Annual General Meeting authorised the Board of Directors to decide on the
buyback of a maximum of 2,000,000 of company's own shares with the free equity.
The acquisitions decrease the company's distributable assets. The Board shall
decide on how the shares are acquired. Own shares can be bought back in
proportion other than that of holdings of the shareholders. The authorisation
also includes the acquisition of shares through public trading organised by
NASDAQ OMX Helsinki Oy in accordance with its rules and instructions or through
offers made to shareholders. The shares shall be bought back for a price based
on the fair value quoted in public trading. The authorisation replaces the
authorisation granted by the Shareholders' Meeting on March 11, 2008 and shall
be valid for 18 months from the issue date of the authorisation, or until
September 10, 2010. 

Digia Plc
Board of Directors 
 
 
For further information:
President and CEO Juha Varelius,
gsm +358 400 855849, email: juha.varelius@digia.com

Distribution:
NASDAQ OMX Helsinki
Key media

Subscribe