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2017-02-03

Digia Oyj: Notice to the Annual General Meeting 2017 of Digia Plc

Digia Plc

Stock Exchange Release
3 February 2017 at 8:00 am

NOTICE TO THE ANNUAL GENERAL MEETING 2017 OF DIGIA PLC

Notice is given to the shareholders of Digia Plc to the Annual General Meeting
to be held on Thursday, 16 March 2017, starting at 10.00 a.m. at the
headquarters of the company, address Atomitie 2 A, 00370 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 2016

- 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, 2016 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 20 March 2017. The dividend will be paid on 29
March 2017.

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 payable to the Board Members to be elected for the term until
the close of Annual General Meeting 2018 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 memebers 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 46.35% 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 2018: current Board members Martti Ala-Härkönen, Päivi
Hokkanen, Robert Ingman, Pertti Kyttälä and Seppo Ruotsalainen.

Profiles of the proposed members are available at Digia Plc's website
atwww.digia.com.

The major shareholders, representing 46.35% 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 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 2016 and shall be valid for 18 months from the issue date of the
authorization, i.e. until 16 September 2018.

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 the authorization is 6,000,000. 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 2016 and shall be valid for 18 months from
the issue date of the authorization, i.e. until 16 September 2018.

16. 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 2016
are available on the above-mentioned website, no later than March 16, 2017.
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 30 March 2017.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on Monday 6 March 2017 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 13 March 2017 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/investors

b) by telephone to +358 50 461 9197 during working days between 9 am and 11 am
(Finnish time),
c) by e-mail invest@digia.com or

d) by regular mail to Digia Plc, Maarit Mikkonen, Atomitie 2 A, 00370
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 6 March 2017, 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 13 March 2017 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.

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 participate...

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