Annual General Meeting 2014
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 11, 2014 adopted the company's annual accounts including the consolidated annual accounts for 1 Jan - 31 Dec 2013 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, 2013 a capital return of EUR 0.10 per share will be paid from the parent company’s invested unrestricted equity fund. The capital return will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date March 14, 2014. The capital return will be paid on March 21, 2014.
Composition of the Board of Directors
The AGM decided to elect seven members to the Board. Re-elected as Board Members were: Päivi Hokkanen, Robert Ingman, Kari Karvinen, Pertti Kyttälä, Seppo Ruotsalainen, Leena Saarinen and Tommi Uhari. At the Organising Meeting held after the General Meeting, Pertti Kyttälä was elected as Chairman of the Board and Robert Ingman was elected as Vice Chairman of the Board.
The Board decided the composition of Board's committees as follows
Audit committee: Pertti Kyttälä (chairman), Kari Karvinen, Seppo Ruotsalainen and Tommi Uhari
Compensation committee: Päivi Hokkanen (chairman), Robert Ingman and Leena Saarinen
Nomination committee: Robert Ingman (chairman), Kari Karvinen and Pertti Kyttälä
Remuneration of the Members of the Board and the auditor
The AGM decided that remuneration for the Board will remain the same and the monthly fee of EUR 2,500 is payable to the Members of the Board, EUR 3,500 to the Vice Chairman of the Board and EUR 5,500 to the Chairman of the Board. In addition, the Members will receive a meeting fee of EUR 500 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.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares
The AGM authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of a maximum of 2,000,000 of company's own shares. Own shares can be purchased only 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 Annual General Meeting on March 12, 2013 and shall be valid for 18 months from the issue date of the authorization, i.e. until September 11, 2015.
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights
The AGM authorized the Board of Directors to decide on the issuance of special rights referred to 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 issuance and the issuance 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 share issuance and the issuance 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 Annual General Meeting on March 12, 2013 and shall be valid for 18 months from the issue date of the authorization, i.e. until September 11, 2015.