Annual General Meeting 2008



The decisions of Digia Plc's Annual General Meeting and the organising meeting of the company's Board of Directors

 

Dividend

The General Meeting approved the Board's proposal that dividend of EUR 0.10 per each share outside company's possession, a maximum of EUR 2,085,364.50, be paid for the financial year 2007. The dividend shall be paid to shareholders entered in the shareholder register, maintained by Finnish Central Securities Depository Ltd., on the record date of 14 March 2008. The dividend payment date shall be 25 March 2008.

 

Company name

The name of the company was changed to Digia Plc and the articles of association were amended accordingly.

 

Composition of the Board of Directors

At the General Meeting, Pekka Sivonen, Kari Karvinen, Harri Koponen, Pertti Kyttälä and Martti Mehtälä were elected onto the Board of Directors. At the Organising Meeting held after the General Meeting, Pekka Sivonen was elected as full-time Chairman of the Board and Pertti Kyttälä was elected as Vice Chairman of the Board.

 

Remuneration of the Members of the Board

The General Meeting decided to pay monthly emoluments of EUR 2,000 to the Members of the Board, EUR 3,000 to the Vice Chairman of the Board and EUR 5,000 to the Chairman of the Board. In addition to these emoluments, all of the above will receive a meeting fee of EUR 400 for every meeting, including the meetings of the special committees set by the Board. None of the emoluments or fees shall be paid to the Board's full-time Chairman.

 

Auditor

The General Meeting selected Ernst & Young Oy, an auditing company approved by the Central Chamber of Commerce, as the company's new auditor, with KHT Heikki Ilkka as the responsible auditor of the company.

 

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

The Annual General Meeting authorised the Board of Directors to decide on a rights issue or a capitalisation issue and on granting option rights and other special rights on the following terms

  • the authorisation can be exercised, for instance, for the development of company's capital structure, for exercising the share based incentive systems or for enabling and financing company and business acquisitions and other co-operation, or other such restructuring
  • the Board of Directors is entitled to decide to issue new shares or existing shares in company's possession in one or more sets provided that the maximum total number of shares issued is 4,000,000.
  • the Board of Directors is also entitled to decide to sell company's own shares in the public trading in OMX Nordic Exchange Helsinki in order to finance possible business acquisitions
  • the Board of Directors is otherwise authorised to decide on other terms of share issue including the right to decide on a private placement or granting special rights on a private placement basis
  • the authorisation replaces the authorisation granted by the annual general meeting of shareholders on February 28, 2007 and will be valid for 18 months from the issue date of the authorisation, or until 11 September 2009

 

Authorisation of the Board of Directors to decide on the buyback of own shares

The Annual General Meeting authorised the Board of Directors to decide on the buyback of own shares with the following terms

  • own shares can be bought back, for instance, for the purpose of strengthening the company's capital structure, for exercising the share based incentive systems or for enabling and financing company and business acquisitions and other co-operation, or other such restructuring or for the purpose of being invalidated.
  • the shares may be bought back in one or more sets, provided that the maximum number of shares involved will be 2,000,000.
  • own shares shall not be bought back in proportion to the shareholders' holdings but in public trading organised by the OMX Nordic Exchange Helsinki.
  • the shares shall be bought back for the price determined by the Board of Directors, based on the fair value quoted in public trading on the buyback date
  • the shares may be acquired with free shareholders' equity and the acquisition of shares will decrease the free shareholders' equity and distributable assets
  • the Board of Directors is otherwise authorised to decide on other terms of buyback of own shares
  • the authorisation replaces the authorisation granted by the annual general meeting of shareholders on February 28, 2007 and will be valid for 18 months from the issue date of the authorisation, or until 11 September 2009

 

Buyback of own shares

The Board of directors decided in its meeting after the Annual General Meeting to continue the buyback of own shares in accordance with the terms of the General Meeting's authorisation and the terms published on February 13, 2008. At the moment the company has 139,377 own shares in its possession.



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