Digia Oyj — AGM Information 2021

Mar 17, 2021

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

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

Digia Plc
Stock Exchange Release
17 March 2021 at 12:50 pm

Digia Plc´s Annual General Meeting (AGM) held on 17 March 2021 adopted the
company's annual accounts, including the consolidated annual accounts for 1
January - 31 December 2020, 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 2020 a
dividend of EUR 0,15 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 19 March 2021. The dividend will be paid on 26
March 2021.

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: Martti Ala-Härkönen, Santtu Elsinen, Päivi Hokkanen, Robert Ingman, Seppo
Ruotsalainen and Outi Taivainen.  At the organizing meeting held after the AGM,
Robert Ingman was elected as Chairman of the Board and Seppo Ruotsalainen was
elected as Vice Chairman of the Board.

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

Audit Committee: Seppo Ruotsalainen (chairman), Martti Ala-Härkönen and Santtu
Elsinen
Compensation Committee: Päivi Hokkanen (chairman), Robert Ingman and Outi
Taivainen
Nomination Committee: Seppo Ruotsalainen (chairman), Martti Ala-Härkönen and
Robert Ingman

Remuneration of 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 2022 shall be EUR 3,000, to
the Vice Chairman of the Board EUR 4,000 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 members will receive a meeting fee of EUR 500 for every
meeting, including the meetings of the committees set by the Board. In addition
to the above-mentioned fees the ordinary and reasonable expenses of Board member
will be remunerated according to the invoice.

Remuneration of the auditor

The company’s auditor will be reimbursed according to the auditor’s reasonable
invoice approved by the company.

Authorizing of the Board of Directors to decide on the repurchase and/or
distress of the company’s own shares

The AGM authorized 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 will decide on how these shares are to be acquired. Treasury
shares may be bought back in disproportion to shareholders’ holdings (directed
acquisition).  The authorisation also includes acquisition of shares through
public trading organised by Nasdaq Helsinki Oy in accordance with the rules and
instructions of Nasdaq Helsinki and Euroclear Finland Ltd, or through offers
made to shareholders. Shares may be acquired in order to improve the company's
capital structure, to fund or complete acquisitions or other business
transactions, to offer share-based incentive schemes, to sell on, or to be
annulled. The shares must be acquired at the market price in public trading. The
minimum price of the shares to be acquired shall be the lowest quotation in
public trading while the authorisation is in force and, correspondingly, the
maximum price shall be the highest quotation in public trading while the
authorisation is in force. The Board of Directors is otherwise authorised to
decide on all terms relating to share buyback. This authorisation supersedes
that granted by the AGM of 16 March 2020 and is valid for 18 months, that is,
until 17 September 2022.

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

The AGM authorized 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 issue may total a maximum of 2,500,000 shares. The
authorisation applies to both new shares and treasury shares held by the
company. The authorisation may be used to fund or complete acquisitions or other
business transactions, for offering share-based incentive schemes, to develop
the company's capital structure, or for other purposes decided by the Board. It
is proposed that this authorisation should include the right for the Board to
decide on all terms related to the share issue or special rights, including the
subscription price, payment of the subscription price in cash or (partly or
wholly) in capital contributed in kind or its being written off against the
subscriber's receivables, and its recognition in the company's balance sheet.
This authorisation supersedes that granted by the AGM of 16 March 2020 and is
valid for 18 months, that is, until 17 September 2022.

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

Digia is a software and service company that helps its customers renew
themselves in the networked world. There are more than 1,200 of us working at
Digia. Our roots are in Finland and we operate with our customers in Finland and
abroad. We are building a world in which digitalisation makes a difference –
together with our customers and partners. Digia net sales were EUR 139.0 million
in 2020. The company is listed on Nasdaq Helsinki (DIGIA). digia.com