The decisions of SysOpen Digia Plc's Annual General Meeting and the organising
SysOpen Digia Plc STOCK EXCHANGE RELEASE 9 MARCH 2006 at 6:15 pm
The decisions of SysOpen Digia Plc's Annual General Meeting and the organising meeting of the company's board of directors on 9 March 2006 SysOpen Digia Plc's Annual General Meeting on 9 March 2006 confirmed the company's financial statements and the group's financial statements for the financial period 1 January - 31 December 2005 and released the Boards of Directors and the Managing Directors from liability. Dividend The General Meeting approved the Board's proposal that a per-share dividend of EUR 0.05, a total of EUR 920,142.55, be paid for the financial year 2005. The dividend shall be paid to shareholders entered in the shareholder register, maintained by Finnish Central Securities Depository Ltd., on the record date of 14 March 2006. The dividend payment date shall be 21 March 2006. Composition of the Board of Directors At the General Meeting, Pekka Sivonen, Kari Karvinen, Pekka Eloholma, Matti Mujunen, Pertti Kyttälä and Mikko Terho 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 Kari Karvinen was elected as Vice Chairman of the Board. Remuneration of the Members of the Board The General Meeting decided to pay monthly emoluments of EUR 1,500 to the Members of the Board, EUR 2,500 to the Vice Chairman of the Board and EUR 4,500 to the Chairman of the Board. In addition to these emoluments, all of the above will receive a meeting fee of EUR 200 for every meeting, including the meetings of the special committees set by the Board. None of the emoluments or fees shall be paid to the Board's full-time Chairman. The Board of Directors' proposal to authorise the Board to make decisions regarding the issue of one or more convertible bonds or stock options and/or regarding an increase of share capital through one or more rights issues The General Meeting decided that, cancelling any previous authorisations, the Board shall be authorised to make decisions regarding the issue of one or more convertible bonds or stock options and/or regarding an increase of share capital through one or more rights issues so that the maximum number of shares that can be issued through the conversion of convertible bonds, subscription of shares using stock options and/or subscription of a right issue shall be 3,679,069 shares with a nominal value of EUR 0.10 each, corresponding to a maximum increase of EUR 367,906.90 in share capital. However, on the basis of this authorisation, the Board of Directors can only decide on increasing the share capital so that the aggregate amount of increase would not exceed one fifth of the registered share capital at the time of the Board's decision. The General Meeting decided that the authorisation shall include a right to deviate from the shareholders' pre-emptive subscription right on the condition that, from the company's point of view, a weighty economic reason exists, such as the financing of acquisitions, partnership arrangements, reinforcing or developing the structure of financing or capital, or incentives to personnel. The authorisation also includes the possibility that the Board may decide to approve share subscriptions against subscription in kind or otherwise under particular terms and conditions. The Board of Directors was given the right to decide on the parties entitled to subscription, the subscription price and the grounds for determining the subscription price. The authorisation shall be effective for one year from the date of the General Meeting's decision. Board of Directors' proposal to reduce the share premium account The General Meeting approved the Board's proposal that all of the funds in the share premium account, EUR 39,735,545.65, shall be transferred to a contingency reserve included in unrestricted shareholders' equity and administered by the General Meeting. The share premium account shall be reduced gratuitously and not affect the number of shares in the company, the rights associated with shares, the terms and conditions of stock options issued by the company, or the relative holdings of the company's shareholders. After the reduction of the share premium account, the company's total restricted shareholders' equity shall be EUR 1,840,285.10 and the unrestricted shareholder's equity shall be EUR 41,087,099.17. The purpose of reducing the share premium account is to balance the proportions of unrestricted and restricted shareholder's equity at the consolidated level. Execution of the decision is subject to approval by the registration authority. Helsinki, 9 March 2006 SYSOPEN DIGIA PLC Board of Directors FOR FURTHER INFORMATION Tomi Merenheimo, Vice President, legal and communications mobile +358 40 5606 101, email: tomi.merenheimo@sysopendigia.com DISTRIBUTION Helsinki Stock Exchange Key media