Digia Plc's Annual General Meeting was held on 15 March 2018.
Materials related to the AGM
- Notice to the Annual General Meeting
- Financial Statement Bulletin 2017
- Annual Report 2017
- Proposals of the Board of Directors and its committees
- Proposition as the new member of the board: Outi Taivainen
- Proposition as the new member of the board: Santtu Elsinen
- Annual General Meeting presentation (in Finnish)
- Decisions of the Annual General Meeting
- Minutes of the meeting (in Finnish)
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 15 March 2018 adopted the company's annual accounts, including the consolidated annual accounts for 1 January-31 December 2017, and discharged the members of the Board and the President and CEO from liability.
Payment of dividend
The AGM decided, in accordance with the Board's proposal, that based on the balance sheet to be adopted for the accounting period ended 31 December 2017 a dividend of EUR 0,04 per share will be paid. The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date 19 March 2018. The dividend will be paid on 28 March 2018.
Composition of the Board of Directors
The AGM decided to elect six members to the Board. Re-elected as Board members were: Martti Ala-Härkönen, Päivi Hokkanen, Robert Ingman and Seppo Ruotsalainen. Santtu Elsinen and Outi Taivainen were elected as new Board members. At the organizing meeting held after the AGM, Robert Ingman was elected as Chairman of the Board and Seppo Ruotsalainen was elected as Vice Chairman of the Board.
The Board decided on the composition of the Board's committees as follows:
- Audit Committee: Seppo Ruotsalainen (chairman), Martti Ala-Härkönen and Santtu Elsinen
- Compensation Committee: Päivi Hokkanen (chairman), Robert Ingman and Outi Taivainen
- Nomination Committee: Seppo Ruotsalainen (chairman), Martti Ala-Härkönen and Robert Ingman
Remuneration of the members of the Board
The AGM decided that remuneration payable to the Board Members to be elected for the term until the close of Annual General Meeting 2019 shall be EUR 2,500, to the Vice Chairman of the Board EUR 3,500 and EUR 5,500 to the Chairman of the Board. In addition, Chairmen will receive a meeting fee of EUR 1,000 for every meeting and other members will receive a meeting fee of EUR 500 for every meeting, including the meetings of the committees set by the Board. None of the fees shall be paid to the Board Member, who will serve the company under a separate employment agreement. In addition to the above mentioned fees the ordinary and reasonable expenses of Board member will be remunerated according to the invoice.
Remuneration of the auditor
The company's auditor will be reimbursed according to the auditor's reasonable invoice.
Authorizing of the Board of Directors to decide on the repurchase and/or distress of the company's own shares
The AGM authorized the Board to decide on the repurchase and/or distress of a maximum of 2,000,000 of company's own shares 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 Helsinki Oy in accordance with its and Euroclear Finland Ltd'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 16 March 2017 and shall be valid for 18 months from the issue date of the authorization, i.e. until 15 September 2019.
Authorizing the Board of Directors to decide on a share issue and granting of special rights entitling to shares
The AGM authorized the Board to decide on share issue and granting of special rights prescribed 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 the 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 also entitled to decide on share issues and granting of special rights waiving the pre-emptive subscription rights of the shareholders (directed issue), however such directed issues shall not exceed 2,000,000 shares. 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 16 March 2017 and shall be valid for 18 months from the issue date of the authorization, i.e. until 15 September 2019.
Board of Directors