Digia Plc´s Annual General Meeting (AGM) held on 23 March 2023 adopted the company's annual accounts, including the consolidated annual accounts for 1 January-31 December 2022, 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 2022 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 27 March 2023. The dividend will be paid on 3 April 2023.
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, Outi Taivainen, Sari Leppänen, and Henry Nieminen as a new member. At the organizing meeting held after the AGM, Robert Ingman was elected as Chairman of the Board and Martti Ala-Härkönen was elected as Vice Chairman of the Board.
The Board decided on the composition of the Board's committees as follows:
Remuneration to 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 2024 shall be EUR 3,500, to the Vice Chairman of the Board EUR 4,500 and EUR 6,000 to the Chairman of the Board. In addition, fees of EUR 1,000 to the Chair and EUR 500 to other members are to be 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.
Remuneration of the auditor
The AGM decided 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:
This authorisation will supersede the authorisation granted by the AGM of 21 March 2022 and is valid for 18 months, that is, until 23 September 2024.
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 authorisation will supersede the authorisation granted by the AGM of 21 March 2022 and is valid for 18 months, that is, until 23 September 2024.
Amendment to the Articles of Association
The AGM decided on the amendment to Section 10 of the company’s Articles of Association, which would allow General Meetings to take place entirely without a meeting venue if the Board so decides.
The amendment is shown in bold type below:
10 § Annual General Meeting
The Annual General Meeting shall be held annually in Helsinki, Espoo or Vantaa on a date determined by the Board of Directors within six months of the end of the financial year.
The Board of Directors may decide that a General Meeting (either Annual or Extraordinary) can be held entirely without a meeting venue, in a way that enables shareholders to fully exercise their right to speak and vote in real time during the meeting by way of a telecommunications connection or other technical means.
To be presented at the meeting:
To be decided upon:
To be elected:
Helsinki, 23 March 2023
Digia Plc
Board of Directors
For further information:
President and CEO Timo Levoranta
Tel. +358 (0)10 313 3000 (exchange)
Distribution:
Nasdaq Helsinki
Key media
digia.com