www.digia.com - Board of Directors

Board of Directors

The following six members sit on the Board of Digia Plc:

Pekka Sivonen, born 1961, Secondary school graduate in Political Science

Pertti Kyttälä, born 1950,M.Sc. (Econ.)

Kari Karvinen, born 1959, MA

Martti Mehtälä, born 1957, M.Sc. (Tech.)

Board member since 2007. Until June 2007, served as Managing Director of Microsoft Oy for 12 years. Previously held managerial sales and marketing positions at Nokia Data and ICL Data Oy, as well as serving as Dava Oy's Managing Director and Country Director of Computervision Inc. Over 25 years' experience of IT implementation and of sales and marketing in various industries, and broad experience of working in cooperation with Finland's most extensive IT partner network and various international partners. Positions of trust have included membership of the National Information Security Advisory Board established by the Ministry of Transport and Communications and of the National Board of Economic Defense.

Heikki Mäkijärvi, born 1959, M.Sc. (Eng.)

Board member since 2009. Currently holds the post of Vice President of Business Development at Openwave Systems. Previously he has worked at Accel Partners (2002-2009) and as Technology Director at Cisco Systems Finland, participating in development tasks related to European business operations (1999-2001). Prior to Cisco, Mäkijärvi worked for 15 years at Nokia Corporation's product development organisation and held various managerial positions in international marketing and business development organisations (1983-1998). No other Board memberships.

Jari Pasanen, born 1960, Licentiate of Technology

Digia Board member since 2009. Currently Vice President, Strategic Renewal at SITRA, and Independent Consultant at Pointtia Oy, his assignments there including acting as a consultant for CapMan Plc's funds. Previously held various positions at Nokia Corporation (1993-2008). No other Board memberships.

Elected by the shareholders' meeting, the Board of Directors is in charge of company administration and the appropriate organisation of company operations. Under the Articles of Association, the Board of Directors must consist of a minimum of five and a maximum of eight members.

The majority of Board members must be independent of the company and a minimum of two of those members must also be independent of the company's major shareholders. The Managing Director or other company employees under Managing Director's direction may not be elected members of the Board.

The term of all Board members expires at the end of the Annual General Meeting following their election. A Board member can be re-elected without limitations on the number of successive terms. The Board of Directors elects its Chairman and Vice Chairman from amongst its members.

The Board has prepared and approved a written agenda for its work. In addition to Board duties prescribed by the Companies Acts and other rules and regulations, Digia's Board of Directors is responsible for issues on its agenda, observing the following guidelines:

Good Board practices require that the Board of Directors, instead of needlessly interfering in details involved in day-to-day operations, concentrate on elaborating the
company's short- and long-term strategies;

The Board's general duty is to steer the company's business with a view to maximising shareholder value in the long term while taking account of expectations set by various stakeholder groups; and

Board members are required to perform on the basis of sufficient, relevant and updated information to serve the company's interests.

In addition, the Board's agenda:

Defines the Board's annual action plan and provides a preliminary meeting schedule and framework agenda for each meeting;

Provides guidelines for the Board's annual self-assessment;

Provides guidelines for distributing notices of meetings and advance information to the Board and procedures for keeping and adopting minutes;

Defines job descriptions for the Board's Chairperson, members and secretary (the latter position held by the Company Lawyer or, if absent, the Managing Director); and

Defines frameworks within which the Board may set up special committees or working groups.

During 2009, the Board of Directors met 21 times, Board members' meeting attendance rate averaging 97 per cent. This large number of Board meetings was due to active involvement in product/service development and strategy work performed during the financial year, plus mergers and acquisitions. In order to enhance its working practices, the Board of Directors has analysed its activities and working methods. Digia's Board of Directors has set up a nomination committee, an audit committee and a compensation committee

The shareholders' meeting decides on emoluments payable to the Board of Directors and grounds for compensation of expenses. On the basis of the Board's decision, Board members may receive reasonable remuneration for work performed based on specific assignments. The company does not grant stock options to Board members for their work on the Board.

The AGM 2009 decided to pay monthly emoluments of EUR 2.000 to Board members, 3.000 to Vice Chairman and 5.000 to Chairman in addition to EUR 400 in fees per meeting. If member of the Board of Directors is an employee of Digia, then he is not entitled to emoluments.

In 2009, the Chairman received a total of EUR 209,088 in salary for full-time employment and other benefits.

Compensation Committee

Purpose

Digia's Compensation Committee's purpose is to prepare and follow up incentive schemes in order to ensure that company's targets are met, to ensure the objectivity of decision-making, and to ensure that the incentive schemes are transparent and systematic.

The Compensation Committee prepares and assesses the salaries, compensation, and appointments of the CEO and his/her direct subordinates, as well as the incentive schemes of other personnel. The Compensation Committee is not a decision-making or an executive body. It assists the Board of Directors in any compensation-related decision-making.

The Compensation Committee has a minimum of three (3) and a maximum of five (5) members that the Board selects annually from among its members. The Compensation Committee selects its chairman.

Meetings

The Compensation Committee meets when necessary. The Compensation Committee may invite experts to join its meetings if deemed necessary depending on the matters at hand, and may use outside specialists to assist the Committee in fulfilling its duties. Minutes are kept at the Compensation Committee's meetings and they must be signed by all Committee members present.

Reporting to the Board of directors

The Chairman of the Compensation Committee presents the Committee's statements and proposals to the Board of Directors.

Members in 2009

The members of the Compensation Committee are

Martti Mehtälä, Chairman

Pertti Kyttälä

Jari Pasanen

In 2009, the Compensation Committee met three times.

Audit committee

Purpose

The purpose of the Audit Committee is to assist the Board of Directors in ensuring that the company's financial reporting, accounting methods, financial statements and other financial information provided by the company are balanced, transparent and clear.

Members in 2009

The members of the Audit Committee are

Pertti Kyttälä (Chairman)

Martti Mehtälä

Heikki Mäkijärvi

In 2009, the Audit Committee met five times.

Nomination committee

Purpose

The Nomination Committee will prepare proposals for the annual general meeting of the shareholders concerning (a) the number of members of the Board of Directors, (b) the members of the Board of Directors, (c) the remuneration for the Chairman, Vice Chairman and members of the Board of Directors and (d) the remuneration for the Chairman and members of the committees of the Board of Directors.

Members in 2009

The members of the Nomination Committee are

Pekka Sivonen (Chairman)

Kari Karvinen

In 2009, the Nomination Committee met two times.