NOTICE TO THE ANNUAL GENERAL MEETING OF DIGIA PLC
Notice is given to the shareholders of Digia Plc to the Annual General Meeting to be held on Wednesday, March 16, 2016, starting at 10.00 a.m. at the headquarters of the company, address Valimotie 21, 00380 Helsinki, Finland. The reception of persons who have registered for the Meeting and distribution of voting tickets will commence at 9:00 a.m.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for 2015
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board proposes to the Annual General Meeting that based on the balance sheet to be adopted for the accounting period ended December 31, 2015 a dividend of EUR 0.08 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 March 18, 2016. The dividend will be paid on March 29, 2016.
9. Resolution on the discharge of the Members of the Board of Directors and the Managing Director from liability
10. Resolution on the remuneration of the Members of the Board of Directors
The Board’s Nomination Committee proposes to the Annual General Meeting that remuneration for the Board will remain the same and that the monthly remuneration payable to the Board Members to be elected for the term until the close of Annual General Meeting 2017 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, all of the above 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.
11. Resolution on the number of Members of the Board of Directors
The Board’s Nomination Committee proposes to the Annual General Meeting that the number of Board members will be five.
The major shareholders, representing 47.7 % of the voting rights of the shares in the company, have notified the company that they will support the above mentioned proposal.
12. Election of Members of the Board of Directors
The Board’s Nomination Committee proposes to the Annual General Meeting that the following five (5) persons, who have agreed to accept the positions in question, will be appointed to Digia’s Board of Directors until the end of the next AGM in spring 2017: current Board members Päivi Hokkanen, Robert Ingman, Pertti Kyttälä, Seppo Ruotsalainen and, as a new member, Martti Ala-Härkönen.
Profiles of the proposed members are available at Digia Plc’s website at www.digia.com.
The major shareholders, representing 47.7 % of the company’s shares and votes, have notified the company that they will support the above mentioned proposal.
13. Resolution on the remuneration of the auditor
The Board’s Audit Committee proposes to the Annual General Meeting that company’s auditor will be reimbursed according to the auditor’s reasonable invoice.
14. Authorizing of the Board of Directors to decide on the repurchase and/or distress of the company’s own shares
The Board proposes that the Annual General Meeting authorize 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 OMX 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 March 12, 2015 and shall be valid for 18 months from the issue date of the authorization, i.e. until September 16, 2017.
15. Authorizing the Board of Directors to decide on a share issue and granting of special rights entitling to shares
The Board proposes that the Annual General Meeting authorize 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 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 12, 2015 and shall be valid for 18 months from the issue date of the authorization, i.e. until September 16, 2017.
16. Changing the Articles of Association
The Board proposes to the Annual General Meeting that Article 4 of the Articles of Association is changed in a way that the current amount of the Members of Board of Directors 5-8 shall be replaced by the amount of 4-8 members. No other changes shall be done to Article 4. Accordingly, Article 4 of the Articles of Association shall read as follows:
4§ Members of Board of Directors
The Board of Directors shall consist from four to eight (4-8) members. The term of a Member of the Board of Directors shall expire upon closing of the Annual General Meeting that follows the election. The Board of Directors shall elect its Chairman and Vice Chairman.
17. Partial Demerger of Digia Plc
17.1 Approval of the demerger plan and deciding on a partial demerger
Digia's Board of Directors has on 16 December 2015 accepted the partial demerger plan which has been registered on 29 December 2015 with the Trade Register of the National Board of Patents and Registration. According to the plan, Digia Plc will be demerged so that all assets, debts and responsibilities related to Digia's Qt segment are transferred to a new company called Qt Group Plc. Digia's Domestic segment will remain with Digia.
The purpose of the demerger is to enable the development of the Qt and Domestic segments as two separate listed companies focusing on distinct sectors and to clarify their respective corporate structures, management and financing. The Qt and Domestic segments have different management, development and financing needs due to their different business logic and market areas. The objective of the demerger is to enable targeting of investments at relevant operations and to clarify the financial monitoring of business operations and their valuation and to enhance value raise potential for investors.
Digia's Board of Directors proposes that the Annual General Meeting approves the partial demerger plan, and decides on partial demerger of Digia Plc in accordance with the demerger plan. As a part of the demerger, the Articles of Association of Qt Group Plc, which is attached to the partial demerger plan, and the decrease of Digia Plc’s additional paid-in capital by all its amount of 7,899,485.80 EUR, will be approved. To the extent that the decreased amount is not used for sharing assets to Qt Group Plc, it shall be recorded to the invested unrestricted equity fund of Digia Plc.
17.2 Resolution on the number of Members of the Board of Directors of Qt Group Plc
The Board proposes to the Annual General Meeting that the number of Board members will be five (5).
The major shareholders, representing 47.7 % of the company’s shares and votes, have notified the company that they will support the above mentioned proposal.
17.3 Election of Members of the Board of Directors of Qt Group Plc
The Board proposes to the Annual General Meeting that the following five (5) persons, who have agreed to accept the positions in question, will be appointed to Qt Group Plc’s Board of Directors: Robert Ingman, Matti Rossi, Leena Saarinen, Tommi Uhari and Kai Öistämö.
Profiles of the proposed members are available at Digia Plc’s website at www.digia.com.
The major shareholders, representing 47.7 % of the company’s shares and votes, have notified the company that they will support the above mentioned proposal.
17.4 Resolution on the remuneration of the Members of the Board of Directors of Qt Group Plc
The Board proposes to the Annual General Meeting that the monthly remuneration payable to the Board Members to be elected for the term until the close of Annual General Meeting 2017 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, all of the above 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.
17.5 Resolution on the remuneration of the auditor of Qt Group Plc
The Board proposes to the Annual General Meeting that elected the auditor will be reimbursed according to the auditor’s reasonable invoice.
17.6. Election of auditor of Qt Group Plc
The Board proposes to the Annual General Meeting that a new auditor will be elected for Qt Group Plc and that KPMG Oy Ab will be elected as a new auditor with Kim Järvi, KHT, as a responsible auditor.
17.7 Authorizing of the Board of Directors of Qt Group Plc to decide on the repurchase and/or distress of the company’s own shares
The Board proposes that the Annual General Meeting authorizes the Board to decide on the repurchase and/or distress of a maximum of 1,000,000 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 OMX 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 shall be valid until September 16, 2017. The Board of Directors for Qt Group Plc is able to make a decision based on this authorization only after the implementation of the demerger has been registered.
17.8 Authorizing the Board of Directors of Qt Group Plc to decide on a share issue and granting of special rights entitling to shares
The Board proposes that the Annual General Meeting authorizes 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 authorization is 2,000,000. 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 shall be valid until September 16, 2017. The Board of Directors for Qt Group Plc is able to make a decision based on this authorization only after the implementation of the demerger has been registered.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The proposals of the Board of Directors and its committees relating to the agenda of the General Meeting as well as this summons are available on Digia Plc’s website at www.digia.com/investors. Digia Plc’s annual accounts, reports of the Board of Directors and the auditor’s reports for the past three (3) fiscal years as well as Board´s report of factors that have had essential impact on the company since the company´s financial statement 2015 are available on the above-mentioned website, no later than February 16, 2016. The proposals and the annual accounts as well as the partial demerger plan are also available at the meeting. Copies of these documents and of this summons will be sent to shareholders upon request.
The minutes of the meeting will be available on the above-mentioned website as from March 30, 2016.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on Friday, March 4, 2016 in the shareholders’ register of the company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and wants to participate in the General Meeting, shall register to the company for the meeting no later than March 11, 2016 by 10:00 a.m. by giving a prior notice of participation. Notice shall arrive before the end of the said registration period. Notice can be given:
a) at Digia Plc’s website, address www.digia.com/AGM2016
b) by telephone to +358 10 313 2429,
c) by e-mail invest@digia.com or
d) by regular mail to Digia Plc, Seija Sundberg, Valimotie 21, FI-00380 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, social security number, address and telephone number and the name and social security number of a possible assistant or proxy representative.
The personal data given to Digia Plc is used only in connection with the General Meeting and with the processing of related registrations. The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on March 4, 2016, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by March 11, 2016 by 10:00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company’s website www.digia.com.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting also by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the address above before the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this Notice to the General Meeting February 4, 2016, the total number of shares and votes in Digia Plc is 20,875,645.
Helsinki, February 4, 2016
DIGIA PLC
Board of Directors
For further information:
President and CEO Juha Varelius
gsm +358 400 855849, email: juha.varelius@digia.com
Distribution:
NASDAQ OMX Helsinki
Key media
www.digia.com