Annual General Meeting 2022

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 21 March 2022 adopted the company's annual accounts, including the consolidated annual accounts for 1 January-31 December 2021, 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 2021 a dividend of EUR 0,17 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 23 March 2022. The dividend will be paid on 30 March 2022.

Remuneration Report for Governing Bodies

The AGM decided to approve the presented Remuneration Report for Governing Bodies.

Composition of the Board of Directors

The AGM decided to elect six members to the Board. Re-elected as Board members were the current members Martti Ala-Härkönen, Santtu Elsinen, Robert Ingman, Seppo Ruotsalainen, Outi Taivainen, and Sari Leppänen as a new member. 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: Outi Taivainen (chairman), Robert Ingman and Sari Leppänen
• Nomination Committee: Martti Ala-Härkönen (chairman), Robert Ingman and Seppo Ruotsalainen

The AGM decided that remuneration payable to the Board Members to be elected for the term until the close of Annual General Meeting 2023 shall be EUR 3,000, to the Vice Chairman of the Board EUR 4,000 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. In addition to the above-mentioned fees the ordinary and reasonable expenses of Board member will be remunerated according to the invoice.

The auditor and Remuneration of the auditor

The AGM decided on the recommendation of the Board of Directors’ Audit Committee, that the company will have a new auditor and that it will be Ernst & Young Oy, a firm of authorised public accountants. Ernst & Young Oy has announced that the chief auditor would be Terhi Mäkinen, Authorised Public Accountant.

The AGM decided also that the company’s auditor will be reimbursed according to the auditor’s reasonable invoice approved by the company.

Authorising the Board of Directors to decide on buying back own shares and/or accepting them as collateral

The AGM authorized the Board to decide on the acquisition and/or pledging of treasury shares with the following terms and conditions:

• A maximum total of 2,000,000 shares may be bought back and/or pledged in one or more instalments. The proposed number is under 10 per cent of the company’s total number of shares.
• Only unrestricted equity may be used to buy back treasury shares.
• The Board will decide on how these shares are to be acquired. Treasury shares may be bought back in disproportion to shareholders’ holdings (directed acquisition). The authorisation also includes acquisition of shares through public trading organised by Nasdaq Helsinki Oy in accordance with the rules and instructions of Nasdaq Helsinki and Euroclear Finland Ltd, or through offers made to shareholders.
• Shares may be acquired in order to improve the company's capital structure, to fund or complete acquisitions or other business transactions, to offer share-based incentive schemes, to sell on, or to be annulled.
• The shares must be acquired at the market price in public trading. The minimum price of the shares to be acquired shall be the lowest quotation in public trading while the authorisation is in force and, correspondingly, the maximum price shall be the highest quotation in public trading while the authorisation is in force.
• The Board of Directors is otherwise authorised to decide on all terms relating to share buyback.

This authorisation will supersede the authorisation granted by the AGM of 17 March 2021 and is valid for 18 months, that is, until 21 September 2023.

Authorising the Board of Directors to decide on a share issue and granting of special rights

The AGM authorised the Board to decide on an ordinary or bonus issue of shares and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments with the following terms and conditions:

• This issue may total a maximum of 2,500,000 shares. The proposed number is under 10 per cent of the company’s total number of shares. The authorisation applies to both new shares and treasury shares held by the company.
• The authorisation may be used to fund or complete acquisitions or other business transactions, for offering share-based incentive schemes, to develop the company's capital structure, or for other purposes decided by the Board.
• It is proposed that this authorisation should include the right for the Board to decide on all terms related to the share issue or special rights, including the subscription price, payment of the subscription price in cash or (partly or wholly) in capital contributed in kind or its being written off against the subscriber's receivables, and its recognition in the company's balance sheet.

This authorisation will supersede the authorisation granted by the AGM of 17 March 2021 and is valid for 18 months, that is, until 21 September 2023.

Helsinki, 21 March 2022

Digia Plc
Board of Directors