Annual General Meeting 2016



The Decisions of Digia Plc's Annual General Meeting and the Organising Meeting of the Company's Board of Directors


Digia Plc´s Annual General Meeting (AGM) held on March 16, 2016 adopted the company's annual accounts, including the consolidated annual accounts for 1 Jan - 31 Dec 2015, and discharged the Members of the Board and the Chief Executive Officer from liability.

Payment of dividend

The AGM decided, in accordance with the Board's proposal, that based on the adopted balance sheet 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 of March 18, 2016. The dividend will be paid on March 29, 2016.

Composition of the Board of Directors

The AGM decided to elect five members to the Board. Re-elected as Board members were: Päivi Hokkanen, Robert Ingman, Pertti Kyttälä and Seppo Ruotsalainen. Martti Ala-Härkönen was elected as a new Board member. At the Organizing Meeting held after the General Meeting, Pertti Kyttälä was elected as Chairman of the Board and Robert Ingman was elected as Vice Chairman of the Board.

The Board decided on the composition of the Board's committees as follows:

  • Audit committee: Pertti Kyttälä (chairman), Seppo Ruotsalainen and Martti Ala-Härkönen
  • Compensation committee: Päivi Hokkanen (chairman), Robert Ingman and Martti Ala-Härkönen
  • Nomination committee: Robert Ingman (chairman), Pertti Kyttälä and Seppo Ruotsalainen

Remuneration of the Members of the Board

The AGM decided that remuneration of the Board will remain the same and a monthly fee of EUR 2,500 will be payable to the members of the Board, EUR 3,500 to the Vice Chairman of the Board and EUR 5,500 to the Chairman of the Board. In addition, the members will receive a meeting fee of EUR 500 for every meeting, including meetings of the committees established by the Board.

Remuneration of the auditor

The auditor will, in accordance with the AGM decision, be reimbursed for its fees and expenses in accordance with a reasonable invoice presented by the auditor and approved by the Company.

Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as a pledge of the company's own shares

The AGM authorized the Board of Directors to decide on the repurchase and/or the acceptance as a pledge of a maximum of 2,000,000 of the 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 a proportion other 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 implement company's share-based incentive schemes, 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.

Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights

The AGM authorized the Board of Directors to decide on share issue and the granting of special rights prescribed in Chapter 10 Section 1 of the Companies Act, either subject to a charge or free of charge, in one or several installments on the following terms: the maximum total number of shares to be issued by virtue of the 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 the 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 implement the company's share-based incentive schemes and to improve the capital structure of the company, or to be used for other purposes determined 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 the 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.

Amending the Articles of Association

The AGM decided that Article 4 of the Articles of Association shall be amended in such a way that the current number of members of Board of Directors 5-8 shall be amended to 4-8 members. No other changes shall be made 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 of four to eight (4-8) members. The term of a member of the Board of Directors shall expire upon the closing of the Annual General Meeting that follows the election. The Board of Directors shall elect its Chairman and Vice Chairman.

Approval of the demerger plan and deciding on a partial demerger

The AGM approved the partial demerger plan and decided on a partial demerger of Digia Plc in accordance with the demerger plan. According to the plan, Digia Plc will be demerged in such a manner 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.

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 in Digia Plc's additional paid-in capital by its entire amount of 7,899,485.80 EUR, were approved. To the extent that the decreased amount is not used for the sharing out of assets with Qt Group Plc, it shall be recorded in the invested unrestricted equity fund of Digia Plc.

Resolution on the number of Members of the Board of Directors of Qt Group Plc

The Annual General Meeting gave its approval to the current number of Board members, i.e. five (5) members.

Members of the Board of Directors of Qt Group Plc

The AGM appointed the following five (5) persons, who have agreed to accept the positions in question, to Qt Group Plc's Board of Directors: Robert Ingman, Matti Rossi, Leena Saarinen, Tommi Uhari and Kai Öistämö. At the Organizing Meeting held after the General Meeting, Robert Ingman was elected as Chairman of the Board and Tommi Uhari was elected as Vice Chairman of the Board.

  • Audit committee: Tommi Uhari (chairman), Kai Öistämö and Matti Rossi
  • Compensation and nomination committee: Leena Saarinen (chairman), Tommi Uhari and Robert Ingman

The remuneration of the members of the Board of Directors of Qt Group Plc

The AGM decided 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, EUR 3,500 for the Vice Chairman of the Board, and EUR 5,500 for the Chairman of the Board. In addition, all of the above will receive a meeting fee of EUR 500 for every meeting attended, including the meetings of committees established by the Board. None of these fees shall be paid to a Board member who agreed to serve the company under a separate employment agreement. In addition to the above-mentioned fees, the ordinary and reasonable expenses of Board members will be remunerated in accordance with the related invoice.

Auditor and remuneration of the Auditor of Qt Group Plc

The AGM decided that KPMG Oy Ab shall be the new auditor of Qt Group Plc alongside Kim Järvi, KHT, who shall be the responsible auditor.

The AGM decided that the auditor shall be reimbursed in accordance with a reasonable invoice presented by the auditor and approved by the Company.

Authorization by the Board of Directors of Qt Group Plc to decide on the repurchase and/or acceptance as a pledge of the company's own shares

The Annual General Meeting authorized the Board to decide on the repurchase and/or acceptance as a pledge of a maximum of 1,000,000 of the 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 a proportion other 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, to finance or carry out acquisitions or other arrangements, to implement company's share-based incentive schemes, 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 of Qt Group Plc can take a decision based on this authorization only after the implementation of the demerger has been registered.

Authorizing the Board of Directors of Qt Group Plc to decide on a share issue and the granting of special rights entitling to shares

The Annual General Meeting authorized the Board to decide on a share issue and the granting of special rights prescribed in Chapter 10 Section 1 of the Companies Act, either 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 virtue of the authorization is 2,000,000. The authorization concerns both the issuance of new shares and the transfer of treasury shares. By virtue of the authorization, the Board of Directors is entitled to decide on share issues and the 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 implement the 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 the granting of special rights, including the 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 of Qt Group Plc will be able to make a decision based on this authorization only after the implementation of the demerger has been registered.

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