Notice of Digia Plc’s Annual General Meeting 2021

Notice of Digia Plc’s Annual General Meeting 2021

Digia Plc’s shareholders are invited to attend the Annual General Meeting, which will be held on Monday 17 March 2021 at 10:00 am at the company’s headquarters (Atomitie 2 A, 00370 Helsinki). The company’s shareholders (or their representatives) may only participate in the meeting and exercise their shareholder’s rights by voting in advance and by submitting any counterproposals and questions in advance. Instructions for shareholders can be found in section C of this invitation, “Instructions for meeting attendees”.

The company’s Board of Directors has decided on this exceptional procedure for the meeting on the basis of temporary legislation approved by Parliament on 3 October 2020. In order to limit the spread of the COVID-19 pandemic, the company has decided to take the measures enabled by this temporary legislation, so that the Annual General Meeting (AGM) can be held in a predictable manner taking the health and safety of shareholders, company personnel and other stakeholders into consideration.

Shareholders can follow the AGM via a webcast. Registration for the webcast will take place in conjunction with registration for the AGM. Shareholders who follow the meeting via the webcast will not be considered as being in attendance at the meeting. Shareholders who are following the meeting online will not have the right to ask questions or vote during the meeting.

A. AGENDA FOR THE MEETING

Items on the Agenda of the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

Juha Väyrynen, lawyer, will chair the meeting. If, for any pressing reason, Juha Väyrynen is unable to chair the meeting, the Board of Directors will appoint the person it deems best suited to be chairperson.

3. Election of persons to confirm the minutes and to supervise the counting of votes

Kristiina Simola will inspect the minutes and count votes for the meeting. If, for any pressing reason, Kristiina Simola is unable to inspect the minutes and count votes, the Board of Directors will appoint the person it deems best suited to inspect the minutes and count votes for the meeting.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who a) have the right to attend the Annual General Meeting as per Chapter 5, Sections 6 and 6a of the Limited Liability Companies Act and b) have voted in advance by the deadline shall be considered as being in attendance at the meeting. The electoral roll will be verified on the basis of information supplied by Euroclear Finland Oy.

6. Presentation of the 2020 Financial Statements, Report of the Board of Directors and Auditors’ Report

As it is only possible to vote at the meeting in advance, the publication of the company’s Annual Report (which contains the Financial Statements, Report of the Board of Directors and Auditors’ Report) on the company’s website on 22 February 2021 shall be considered as constituting presentation to the AGM.

The company’s President & CEO, Timo Levoranta, will present his review during the AGM webcast (in Finnish).

7. Adoption of the financial statements

8. Disposal of profit according to the balance sheet and distribution of dividend

The Board of Directors proposes to the AGM that a dividend of EUR 0.15 per share be paid according to the confirmed balance sheet for the fiscal year ending 31 December 2020. The Board of Directors has carefully assessed the company’s financial position and concluded that a dividend lower than a minority dividend would be justified in order to maintain its investment capabilities, for instance.

An alternative to the Board of Directors’ proposal is for a minority dividend of EUR 0.152 per share to be paid as per Chapter 13 Section 7 of the Limited Liability Companies Act.

Voting in favour of this proposal means supporting the Board’s proposal and opposing the payment of a minority dividend. Voting against the proposal means opposing the Board’s proposal and being in favour of a minority dividend.

9. Discharge of liability for the Members of the Board of Directors and the President & CEO

10. Approval of the Remuneration Report for Governing Bodies

The Board of Directors proposes that the Remuneration Report for Governing Bodies 2020 be approved. The decision is advisory in accordance with the Limited Liability Companies Act.

The Remuneration Report will be available on the company’s Internet site at https://digia.com/en/investors/governance/annual-general-meeting/agm-2021/ no later than three weeks before the Annual General Meeting.

11. Decision on the fees for Members of the Board of Directors

The Board’s Nomination Committee will make the following proposal to the Annual General Meeting: the remuneration to be paid to elected Board members will remain unchanged and monthly remunerations of EUR 3,000 to Board members, EUR 4,000 to the Vice Chair and EUR 5,500 to the Chair are to be paid for the duration of the term expiring at the end of the 2022 Annual General Meeting. In addition, fees of EUR 1,000 to the Chair and EUR 500 to other members are paid per each Board and Board Committee meeting. In addition to the aforementioned remuneration, it is proposed that Board members should be reimbursed for ordinary and reasonable expenses resulting from Board work against an invoice.

12. Decision on the number of Members of the Board of Directors

The Nomination Committee proposes to the AGM that the company’s Board of Directors shall have six members.

The primary shareholders, representing 51.6 per cent of the company’s shares and votes, have notified the company that they will support the aforementioned proposal.

13. Election of the Members of the Board of Directors

The Board of Directors’ Nomination Committee proposes to the AGM that the following six (6) persons, who have consented to their nomination, shall be elected to the company’s Board of Directors for the term ending at the 2022 AGM: current Board Members Martti Ala-Härkönen, Santtu Elsinen, Päivi Hokkanen, Robert Ingman, Seppo Ruotsalainen, and Outi Taivainen.

The nominees for the Board of Directors are presented in more detail on Digia’s website (digia.com).

The primary shareholders, representing 51.6 per cent of the company’s shares and votes, have notified the company that they will support the aforementioned proposal.

14. Decision on the Auditor’s fee

The Board of Directors’ Audit Committee proposes to the AGM that the company’s auditor will be paid according to the auditor’s reasonable invoice approved by the company.

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

The Board proposes that the Annual General Meeting should authorise 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 OMX Helsinki Oy in accordance with the rules and instructions of NASDAQ OMX 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 16 March 2020 and is valid for 18 months, that is, until 17 September 2022.

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

The Board proposes that the AGM should authorise 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 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 16 March 2020 and is valid for 18 months, that is, until 17 September 2022.

17. Closing of the meeting

B. DOCUMENTS FOR THE ANNUAL GENERAL MEETING

 The aforementioned proposals made by the Board and its Committees that are on the agenda for the Annual General Meeting, the Remuneration Report for Governing Bodies and this invitation to the meeting are available on Digia Plc’s website at www.digia.com/investors. Digia Plc’s Financial Statements, Reports of the Board of Directors and Auditors’ Reports for the last three financial years, along with the Board’s report of major events after the close of the 2020 financial year, will be available on the aforementioned website by 22 February 2021 at the latest. A copy of the Annual Report will be sent to shareholders upon request.

The minutes from the Annual General Meeting will be available on the aforementioned website as of 31 March 2021.

C. INSTRUCTIONS FOR MEETING ATTENDEES

Shareholders may only participate in the Annual General Meeting (AGM) and exercise their voting rights in advance as per the instructions below.

1. A shareholder registered in the shareholders’ register
Company shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on Friday 5 March 2021 have the right to attend the AGM. A shareholder whose shares are registered in their personal Finnish book-entry accounts will be automatically entered into the company’s shareholders’ register. Shareholders may only participate in the AGM by voting in advance in the manner described below.

2. Registration and advance voting
Registration and advance voting will open on Monday 15 February 2021 at 12:00 noon. Any shareholders who are registered in the company’s shareholders’ register and wish to participate in the meeting by voting in advance must register for the AGM and vote in advance no later than 4 pm on Thursday 11 March, by which time both their registration and vote must have arrived.

The following information should be supplied when registering: the shareholder’s name, personal identity number, address and telephone number, or their proxy’s name and personal identity number. Any personal data pertaining to shareholders that is disclosed to Euroclear Finland Oy will only be used to process registrations for the AGM and any necessary associated registrations.

Shareholders may register and vote in advance on certain items in the AGM agenda from 12:00 noon on 15 February 2021 to 4 pm on 11 March 2021 in the following manner:

a) digitally via the company’s website: https://digia.com/en/investors/governance/annual-general-meeting/agm-2021/. Registration requires strong electronic identification from shareholders who are private persons. When a private person logs into the service via the company’s website, they will first be directed to complete strong electronic identification. The shareholder will then be able to register for the AGM, authorise a proxy and vote in advance all in one sitting. Strong electronic identification requires either online banking codes or a Mobile ID. Strong electronic identification is not required for shareholders who are organisations. However, the shareholding organisation must provide their book-entry account number and any other required information. The terms and conditions of digital voting and other associated instructions are available on the websites in question; or

b) by post or email. Shareholders should complete the advance voting form available on the company’s website https://digia.com/en/investors/governance/annual-general-meeting/agm-2021/ and send it to Euroclear Finland Oy, Yhtiökokous/Digia Oyj, PL 1110, 00101 Helsinki or yhtiokokous@euroclear.eu.

If a shareholder participates in the Annual General Meeting by submitting advance votes to Euroclear Finland Oy before the deadline for registration and voting, they will be considered as having registered for the Annual General Meeting.

Voting instructions are available on the company’s website at https://digia.com/en/investors/governance/annual-general-meeting/agm-2021/. Further information is also available by phone on +358 (0)20 770 6889 on weekdays between 9 am and 4 pm.

3. Proxy or power of attorney
Shareholders may also participate in and exercise their rights at the Annual General Meeting by proxy. Proxies must also vote in advance.

A shareholder’s proxy must present a dated power of attorney or otherwise demonstrate their right to represent the shareholder in a reliable manner. If a shareholder participates in the Annual General Meeting via several proxies who are representing shares held in different securities accounts, the shares on the basis of which each proxy is representing the shareholder must be declared upon registration.

Powers of attorney should be sent as original documents to Digia Plc, Essi Nummi, Atomitie 2 A, 00370 Helsinki, and must arrive before the end of the registration period.

4. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the Annual General Meeting on the basis of those shares for which they would have the right to be registered in the shareholders’ register maintained by Euroclear Finland Oy on the AGM record date, 5 March 2021. Participation in the AGM also requires the shareholder to have been temporarily registered on the basis of those shares in the shareholders’ register maintained by Euroclear Finland Oy by 10 am on 12 March 2020 at the latest. For holders of nominee-registered shares, this is considered to be registration for the AGM. Any changes that occur after the AGM record date will have no impact on a shareholder’s right to attend the AGM or on the number of votes they have.

Holders of nominee-registered shares are advised to contact their asset manager in good time to request powers of attorney, temporary registration in the shareholders’ register, and registration for the AGM. The asset manager’s account operator should temporarily register the nominee-registered shareholder in the company’s shareholders’ register by the abovementioned date and handle advance voting on behalf of the nominee-registered shareholder.

5. Additional information

Shareholders who hold at least one hundredth of all the company’s shares have the right to make a counterproposal to any of the proposals made in the Agenda for the Annual General Meeting. Any such counterproposals must be emailed to the company at invest@digia.com no later than 4 pm on 12 February, by which time the proposals must have arrived. Shareholders making a counterproposal must present evidence of their shareholding in conjunction with the submission of their proposal. A counterproposal will be considered by the AGM provided that the shareholder has the right to attend the AGM and the shareholder holds at least one hundredth of all the company’s shares on the AGM record date. If a counterproposal is not considered by the AGM, any votes in favour of the counterproposal will be disregarded. The company will publish any counterproposals on its website https://digia.com/en/investors/governance/annual-general-meeting/agm-2021/ by 12 noon on 15 February 2021.

Any questions (as per Chapter 5 Section 25 of the Limited Liability Companies Act) that shareholders wish to have discussed at the AGM should be emailed to invest@digia.com by 3 March 2021. These kinds of questions from shareholders, along with management’s responses and any counterproposals not put to a vote, will be available on the company’s website at https://digia.com/en/investors/governance/annual-general-meeting/agm-2021/ no later than 6 March 2021. In order to ask questions and make counterproposals, shareholders must submit adequate evidence of their shareholding.

On the date of this Notice of Annual General Meeting, 9 February 2021, Digia Plc had a total of 26,823,723 shares and votes.

Helsinki, 9 February 2021

Digia Plc
Board of Directors

For further information, please contact:

Timo Levoranta, President & CEO
Switchboard +358 (0)10 313 3000

Distribution:

Nasdaq Helsinki
Key media
digia.com

Notice of Digia AGM 2021.pdf