Digia Oyj

AGM Information • Feb 25, 2025

Notice of Digia Plc's Annual General Meeting 2025

Notice of Digia Plc's Annual General Meeting 2025

Digia Plc
Stock exchange release
25 February 2025 at 3:00 pm EET

NOTICE OF DIGIA PLC'S ANNUAL GENERAL MEETING 2025

Digia Plc's shareholders are invited to attend the Annual General Meeting, which
will be held on Thursday, 27 March 2025 at 10:00 am at the company's
headquarters (Atomitie 2 A, 00370 Helsinki). The premises will be opened to
registered attendees at 9:00 am, at which time the distribution of ballot papers
will also commence.

A. AGENDA FOR THE MEETING

Items on the Agenda of the Annual General Meeting:

1. Opening of the meeting

2. Appointment of a Chairperson for the meeting

3. Appointment of persons to inspect the minutes and count votes for the
   meeting

4. Establishing validity and quorum

5. Attendance registration and verification of the electoral roll

6. Presentation of the 2024 Financial Statements, Report of the Board of
   Directors and Auditors' Report.

Presentation of the CEO's review.

1. Adoption of the financial statements

2. Disposal of profit according to the balance sheet and distribution of
   dividend

The Board of Directors proposes to the AGM that a dividend of EUR 0.18 per share
be paid according to the confirmed balance sheet for the fiscal year ending 31
December 2024. Shareholders listed in the shareholders' register maintained by
Euroclear Finland Oy on the dividend reconciliation date, 31 March 2025, will be
eligible for the payment of dividend. Dividends will be paid on 7 April 2025.

1. Discharge of liability for the Members of the Board of Directors and the
   President & CEO

2. Review of the Remuneration Report for Governing Bodies

The Board of Directors proposes that the Remuneration Report for Governing
Bodies 2024 be approved. The decision is advisory in accordance with the Limited
Liability Companies Act.

The Remuneration Report will be available on the company's website at
https://digia.com/en/investors/governance/annual-general-meeting/agm-2025 no
later than three weeks before the Annual General Meeting.

1. Decision on the fees for Members of the Board of Directors

The Board's Nomination Committee will make the following proposal to the Annual
General Meeting: the remuneration to be paid to elected Board members will
remain unchanged and monthly remunerations of EUR 3,500 to Board members, EUR
4,500 to the Vice Chair and EUR 6,000 to the Chair are to be paid for the
duration of the term expiring at the end of the 2026 Annual General Meeting. In
addition, fees of EUR 1,000 to the Chair and EUR 500 to other members are paid
per each Board and Board Committee meeting. In addition to the aforementioned
remuneration, it is proposed that Board members should be reimbursed for
ordinary and reasonable expenses resulting from Board work against an invoice.

1. Decision on the number of Members of the Board of Directors

The Nomination Committee proposes to the AGM that the company's Board of
Directors shall have six members.

The primary shareholders, representing 52.3 per cent of the company's shares and
votes, have notified the company that they will support the aforementioned
proposal.

1. Election of the Members of the Board of Directors

The Board of Directors' Nomination Committee proposes to the AGM that the
following six (6) persons, who have consented to their nomination, shall be
elected to the company's Board of Directors for the term ending at the 2026 AGM:
current Board Members Martti Ala-Härkönen, Santtu Elsinen, Robert Ingman, Sari
Leppänen, Henry Nieminen, and Outi Taivainen.

The primary shareholders, representing 52.3 per cent of the company's shares and
votes, have notified the company that they will support the aforementioned
proposal.

1. Decision on the Auditor's fee

The Board of Directors' Audit Committee proposes to the AGM that the company's
auditor will be paid according to the auditor's reasonable invoice approved by
the company.

1. Appointment of a Sustainability Reporting Auditor

The Board of Directors proposes to the General Meeting, at the recommendation of
its Audit Committee, that sustainability auditor Ernst & Young Oy be appointed
to carry out sustainability reporting assurance for the term ending at the
conclusion of the 2026 Annual General Meeting. If the firm is selected as
Digia's sustainability auditor, Ernst & Young Oy has stated that the
sustainability reporting auditor with principal responsibility would be Terhi
Mäkinen, Authorised Public Accountant.

1. Deciding on the fee to be paid to the Sustainability Reporting Auditor

The Audit Committee of the Board of Directors proposes to the General Meeting
that the sustainability reporting auditor will be paid according to the
auditor's reasonable invoice approved by the company.

1. Authorising the Board of Directors to decide on buying back own shares
   and/or accepting them as collateral

The Board proposes that the AGM should authorise the Board to decide on the
acquisition and/or pledging of treasury shares with the following terms and
conditions:

· A maximum total of 2,000,000 shares may be bought back and/or pledged in one
or more instalments. The proposed number is under 10 per cent of the company's
total number of shares.
· Only unrestricted equity may be used to buy back treasury shares.
· 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 will supersede the authorisation granted by the AGM of 20
March 2024 and is valid for 18 months, that is, until 27 September 2026.

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

The Board proposes that the AGM should authorise 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 2,000,000 shares. The proposed number is
under 10 per cent of the company's total number of 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 will supersede the authorisation granted by the AGM of 20
March 2024 and is valid for 18 months, that is, until 27 September 2026.

1. Closing of the meeting

B. DOCUMENTS FOR THE ANNUAL GENERAL MEETING

The aforementioned proposals made by the Board and its Committees that are on
the agenda for the Annual General Meeting, the Remuneration Report for Governing
Bodies and this invitation to the meeting are available on Digia Plc's website
at www.digia.com/investors. Digia Plc's Financial Statements, Reports of the
Board of Directors and Auditors' Reports for the last three financial years,
along with the Board's report of major events after the close of the 2024
financial year, will be available on the aforementioned website by 6 March 2025
at the latest.

The draft proposals and Financial Statement documents will also be available at
the Annual General Meeting, and copies of both these documents and the AGM
invitation will be sent to shareholders on request.

The minutes from the Annual General Meeting will be available on the
aforementioned website as of 10 April 2025.

C. INSTRUCTIONS FOR MEETING ATTENDEES

1. Attendance and registration

Company shareholders who are registered in the shareholders' register maintained
by Euroclear Finland Oy on Monday 17 March 2025 have the right to attend the
AGM. A shareholder whose shares are registered in their personal Finnish book
-entry accounts will be automatically entered into the company's shareholders'
register.

A shareholder who is listed in the shareholders' register and who wishes to
attend the Annual General Meeting must send their registration to the company by
10:00 am on 21 March 2025. Registrations must be received by the aforementioned
deadline. Attendees can register for the Annual General Meeting:

a) on the company's website:  https://digia.com/en/investors/governance/annual
-general-meeting/agm-2025/ Private shareholders can log into the service with
strong electronic identification, using either their online banking credentials
or Mobile ID.  To log in as an organisation, shareholders will need the
shareholder's book-entry number in addition to the organisation's ID/identifier.
If the organisation uses the Suomi.fi digital authorisation service, the
authorised person will have to register with strong electronic identification,
using either their online banking credentials or Mobile ID.

b) by email to invest@digia.com or

c) by letter to Digia Plc, Seija Sundberg, Atomitie 2 A, 00370 Helsinki,
Finland.

The following information should be supplied when registering: the shareholder's
name, personal identity number, address and telephone number, and (if
applicable) the name and personal identity number of their personal assistant or
proxy. Any personal data pertaining to shareholders that is disclosed to Digia
Plc and Euroclear Finland Oy will only be used to process registrations for the
AGM and any necessary associated registrations. When arriving at the meeting
place, a shareholder, their authorised representative or proxy must (if
necessary) be able to prove their identity and/or their right to represent the
shareholder.

1. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the Annual
General Meeting on the basis of those shares for which they would have the right
to be registered in the shareholders' register maintained by Euroclear Finland
Oy on 17 March 2024. Attendance at the AGM also requires the shareholder to have
been temporarily registered on the basis of those shares in the shareholders'
register maintained by Euroclear Finland Oy by 10:00 am on 24 March 2024 at the
latest. For holders of nominee-registered shares, this is considered to be
registration for the AGM.

Holders of nominee-registered shares are advised to contact their asset manager
in good time to request powers of attorney, temporary registration in the
shareholders' register, and registration for the AGM. The asset manager's
account operator should temporarily register the nominee-registered shareholder
who wishes to attend the Annual General Meeting in the company's shareholders'
register by the aforementioned date.

1. Proxy or power of attorney

Shareholders may also participate in and exercise their rights at the Annual
General Meeting by proxy.

A shareholder's proxy must present a dated power of attorney or otherwise
demonstrate their right to represent the shareholder in a reliable manner. If a
shareholder participates in the Annual General Meeting via several proxies who
are representing shares held in different securities accounts, the shares on the
basis of which each proxy is representing the shareholder must be declared upon
registration.

Powers of attorney should be delivered as original documents to Digia Plc, Seija
Sundberg, Atomitie 2 A, 00370 Helsinki before the end of the registration
period. Organisations may also use the Suomi.fi digital authorisation service
instead of a traditional power of attorney. To do so, the organisation should
authorise its appointed representative in the category “Representation at the
Annual General Meeting” at www.suomi.fi/e-authorizations. In Euroclear Finland
Oy's General Meeting service, the authorised person must identify themselves
with strong electronic identification when registering. After that, their
digital authorisation will be automatically verified. Strong electronic
identification requires either online banking codes or a Mobile ID. See
www.suomi.fi/e-authorizations for more information.

1. Additional information

In accordance with Chapter 5, Section 25 of the Finnish Limited Liability
Companies Act, a shareholder who is present at the Annual General Meeting has
the right to request information about the matters being considered at the
meeting.

On the date of this Notice of Annual General Meeting, 25 February 2025, Digia
Plc had a total of 26,823,723 shares and votes.

Helsinki, 25 February 2025

Digia Plc
Board of Directors

For further information, please contact:

Timo Levoranta, President & CEO
 tel. +358 40 500 2050

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 1,500 of us working at
Digia. Our roots are in Finland and we work with our customers both in Finland
and abroad. We are building a world in which digitalisation makes a difference -
together with our customers and partners. Digia's net sales totalled EUR 205.7
million in 2024. The company is listed on Nasdaq Helsinki (DIGIA).

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