Annual General Meeting 2010
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 (AGM) held on March 3, 2010 adopted the company's annual accounts including the consolidated annual accounts for 1 Jan - 31 Dec 2009 and discharged the Members of the Board and the Chief Executive Officer from liability.
The AGM decided in accordance with the Board's proposal that based on the adopted balance sheet for the accounting period ended December 31, 2009 dividend of EUR 0,14 per share be paid. The dividend will be paid to a shareholder registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date March 8, 2010. The dividend will be paid on March 15, 2010.
Composition of the Board of Directors
The AGM decided to elect seven members to the Board. Re-elected as Board members were: Kari Karvinen, Pertti Kyttälä, Martti Mehtälä and Pekka Sivonen. In addition, as new Board members were elected Robert Ingman, Tommi Uhari and Marjatta Virtanen.
At the Organising Meeting held after the General Meeting, Pertti Kyttälä was elected as Chairman of the Board and Martti Mehtälä was elected as Vice Chairman of the Board. Pekka Sivonen's separate employment agreement regarding acting as full-time Chairman of the Board ended upon the close of AGM.
The Board decided the composition of Board's committees as follows:
Audit committee: Pertti Kyttälä (chairman), Marjatta Virtanen, Kari Karvinen
Compensation committee: Martti Mehtälä (chairman), Pekka Sivonen, Tommi Uhari
Nomination committee: Pekka Sivonen (chairman), Kari Karvinen, Robert Ingman
Remuneration of the Members of the Board and the auditor
The AGM decided that the monthly fee of EUR 2,000 is payable 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, the Members will receive a meeting fee of EUR 400 for every meeting, including the meetings of the committees set by the Board.
The auditor will, according to AGM decision, be reimbursed for fee and expenses in accordance with the auditor's reasonable invoice.
Amendment of the Articles of Association
The AGM decided to amend Section 9 of the Articles of Association of the company so that notice to the General Meeting shall be delivered not later than three weeks before the General Meeting, and in any case nine days before the record date of the General Meeting defined in Chapter 4 Section 2 Sub-section 2 of the Companies Act, by publishing it on the company's home website in internet or in at least one newspaper decided by the Board of Directors or by delivering the notice to each shareholder in writing to the address reported by the shareholder in the shareholders register.
Authorizing the Board of Directors to decide on the repurchase of company's own shares
The AGM authorized the Board of Directors to decide on the repurchase of a maximum of 2,000,000 of company's own shares by using funds in the unstricted 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 10, 2008 and shall be valid for 18 months from the issue date of the authorization, i.e. until September 3, 2011.
Authorizing the Board of Directors to decide on a share issue and granting of special rights entitling to shares
The AGM authorized the Board of Directors to decide on share issue and granting of special rights, 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 10, 2009 and shall be valid for 18 months from the issue date of the authorization, i.e. until September 3, 2011.