Annual General Meeting 2009
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.
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.