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Digia Oyj

Governance Information Feb 29, 2024

3261_cgr_2024-02-29_c162ea94-5bfd-4498-8ec0-db5e6962abe5.pdf

Governance Information

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Corporate governance statement

Digia Plc's corporate governance statement 2023

General

This Statement has been issued separately from the Report of the Board of Directors.

Digia Plc's (hereinafter "Digia") corporate governance system is based on the Companies Act, the Securities Markets Act, general corporate governance recommendations, the company's Articles of Association and its in-house rules and regulations on corporate governance. The company (and this Statement) adheres to the Governance Code for Listed Finnish Companies issued by the Finnish Securities Market Association, which entered into force on 1 January 2020. The Corporate Governance Code can be read on the Finnish Securities Market Association's website cgfinland.fi.

Digia's corporate governance principles are integrity, accountability, fairness, and transparency. This means that:

  • The company complies with applicable legislation and regulations.
  • When organising, planning, managing and running its business operations, the company abides by the applicable professional requirements that have been generally approved by its Board members, who demonstrate due care and responsibility in performing their duties.
  • The company is prudent in the management of its capital and assets
  • The company's policy is to keep all parties in the market actively, openly and equitably informed of its businesses and operations.

• The company's management, administration and personnel are subject to the appropriate internal and external audits and supervision.

Shareholders' meeting

Digia's highest decision-making body is the Shareholders' Meeting at which shareholders exercise their voting rights on company matters. The Annual General Meeting (AGM) is held once a year before the end of June on a date set by the Board of Directors. Each company share entitles the holder to one vote at a Shareholders' Meeting.

The Annual General Meeting should convene annually within three months of the date on which the fiscal year ends. An Extraordinary General Meeting must be held if the Board of Directors deems it necessary or if requested in writing by a company auditor or shareholders holding a minimum of 10 per cent of the company's shares, for the purpose of discussing a specific issue.

The Finnish Companies Act and Digia's Articles of Association define the responsibilities and duties of the Shareholders' Meeting. Extraordinary General Meetings decide on the matters for which they have been specifically convened. In order to participate in a Shareholders' Meeting, a shareholder must be entered in the Digia shareholder register maintained by Euroclear Finland Oy on the record date for the Shareholders' Meeting, and must also have registered for the meeting at the latest by the date given in the invitation.

The Chair of the Board, Members of the Board, auditor, anyone nominated for the Board, and the President & CEO should be present at Shareholders' Meetings.

The minutes of Shareholders' Meetings will be available for shareholders to read on the company's website, digia.com/en/investors/governance/annualgeneral-meeting within two weeks of the meeting. The decisions made at Shareholders' Meetings will also be published in a stock exchange release immediately after the meeting.

Shareholders have the right to add a relevant item (as specified in the Companies Act) to the agenda for the Shareholders' Meeting, as long as the request is made in writing to the Board of Directors in time for the item to be added to the notice of meeting. Digia will announce the date by which shareholders must present a requested AGM agenda item to the company's Board of Directors. This deadline will be published on Digia's website. The date will be announced at the latest by the end of the fiscal year preceding the Annual General Meeting.

Digia's Annual General Meeting (AGM) convened on 23 March 2023. More information about the decisions made at this meeting are available at digia.com/en/ investors/governance/annual-general-meeting/ agm-2023. No Extraordinary General Meetings were held in 2023.

General overview of governance

Responsibility of Digia's operations is held by the Shareholder's meeting, Board of Directors, and the President & CEO assisted by the Group Management Team.

ISO 9001 quality management system and other written guidelines

Board of directors

Activities and tasks

The Board of Directors is elected by the Shareholders' Meeting, and is in charge of Digia's administration and the appropriate organisation of the company's operations. Under the Articles of Association, the Board of Directors must consist of a minimum of four and a maximum of eight members. The Nomination Committee will present the Shareholders' Meeting with its proposal for the composition of the new Board of Directors to be appointed.

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. Neither the CEO nor other company employees working under the CEO's direction may 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 Chair and Vice Chair from amongst its members.

Board diversity policy

The Board of Directors has defined a Board diversity policy. It states that the requirements of the company's size, market position and industry should be duly reflected in the Board's composition. Both genders should be represented on the Board. It should be

ensured that the Board as a whole will always have sufficient expertise in the following areas in particular:

  • the company's field of business
  • managing a company of similar size
  • the nature of a listed company's business operations
  • management accounting
  • risk management
  • mergers and acquisitions
  • board work.

The composition of the 2023 Board of Directors was successfully in line with Digia's diversity policy.

The board of directors' rules of procedure

The Board has prepared and approved written rules of procedure for its work. In addition to the Board duties prescribed by the Companies Act and other rules and regulations, Digia's Board of Directors is responsible for the items in its rules of procedure, observing the following general guidelines:

  • good governance requires that, instead of needlessly interfering in routine operations, the Board of Directors should concentrate on furthering 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.
  • Board members are required to act on the basis of sufficient, relevant and up-to-date information in a manner that serves the company's interest.

The Board of Directors' rules of procedure cover the following tasks:

  • define the Board's annual action plan and provide a preliminary meeting schedule and framework agenda for each meeting
  • provide guidelines for the Board's annual self-assessment
  • provide guidelines for distributing notices of meetings and advance information to the Board, and procedures for keeping and approving minutes
  • define job descriptions for the Board's Chair, members and Secretary (the latter position is held by the General Counsel or, if absent, the CEO)
  • define frameworks within which the Board may set up special committees or working groups.

The Board evaluates its activities and working methods each year, employing an external consultant to assist when necessary.

The Board convened a total of 11 times during the 2023 fiscal year, with 94 per cent attendance.

Independence of the members of the board of directors

The Board of Directors assesses the independence of its members on an annual basis. Of the current members of the Board, Martti Ala-Härkönen, Santtu Elsinen, Sari Leppänen, Henry Nieminen and Outi Taivainen are independent of the company and its major shareholders. Robert Ingman is independent of the company. Robert Ingman is not independent of the company's major shareholders due to his holdings in related parties.

Committees of the board of directors

During the 2023 fiscal year, Digia's Board of Directors had three (3) committees: the Audit Committee, the Compensation Committee, and the Nomination Committee.

These committees do not hold powers of decision or execution unless separately authorised by the Board; their role is to assist the Board in decision-making concerning their areas of expertise. The committees report regularly on their work to the Board, which has decision-making and collegial responsibility over their actions.

Audit committee

The purpose of the Audit Committee is to assist the Board of Directors in ensuring that the company's financial reporting, accounting methods, non-financial reporting, financial statements and any other financial information provided by the company comply with legislation and are balanced, transparent and clear. The Audit Committee also supervises and assesses internal control and auditing, the effectiveness of risk management systems, and how well agreements and other legal actions between the company and its related parties meet market conditions and the requirements for ordinary operations.

The Audit Committee supervises and assesses the independence of the company's auditor and, in particular, the auditor's provision of non-audit services. The Audit Committee also supervises the company's audit and prepares a proposal for the choice of auditor. The Audit Committee also reviews reports on notifications received through the whistleblowing channel. During the 2023 fiscal year, the Audit Committee consisted of Martti Ala-Härkönen (Chair), Santtu Elsinen and Henry Nieminen.

The committee convened 5 times during the fiscal year, with full attendance.

Compensation committee

Digia's Compensation Committee is tasked with preparing and monitoring remuneration policies for the company's governing bodies and management remuneration schemes in order to ensure that the company's targets are met, that decision-making is objective, and that remuneration schemes are transparent and systematic. In 2023, the Compensation Committee consisted of Outi Taivainen (Chair), Robert Ingman and Sari Leppänen.

The committee convened 5 times during the fiscal year, with full attendance.

Nomination committee

The Nomination Committee prepares proposals for the Annual General Meeting on the number of members of the Board of Directors, the members of the Board of Directors, the remuneration for the Chair, Vice Chair and members of the Board of Directors, and the remuneration for the Chair and members of the committees of the Board of Directors. During the 2023 fiscal year, the Nomination Committee consisted of Santtu Elsinen (Chair), Robert Ingman and Martti Ala-Härkönen.

The Nomination Committee convened 3 times during the fiscal year, with full attendance.

CEO

The company's Chief Executive Officer is appointed by the Board of Directors. The CEO is in charge of Digia's business operations and administration in accordance with the instructions and regulations issued by the Board of Directors, and as defined by the Finnish Limited Liability Companies Act. The CEO may take exceptional and far-reaching measures, in view of the nature and scope of the company's activities, only if so authorised by the Board of Directors. The CEO chairs the Group Management Team's meetings. The CEO is not a member of the Board of Directors, but attends Board meetings.

The Board of Directors approves the CEO's service contract, which contains a written definition of the key terms and conditions of the CEO's employment. Timo Levoranta has been President & CEO of Digia Plc since 1 May 2016.

Group management team

The Group Management Team supports the President & CEO in the routine management of the company. Under the authorisation of the Board of Directors, the Compensation Committee approves the appointments of the members of the Group Management Team and decides on the terms and conditions of their service contracts on the basis of the CEO's proposal. Digia follows the one-over-one principle in Group Management Team and other appointments.

The CEO chairs meetings of Digia's Management Team. The Management Team consisted of ten members on 31 December 2023. The Team meets once every two weeks to assist the CEO in the preparation and implementation of strategy, operative management, and preparing items for consideration by the Board of Directors. The Team draws up annual action and financial plans, sets their associated targets, and monitors their progress. It also prepares significant investments, mergers and acquisitions. The CEO is responsible for the Management Team's decisions. Members of the Management Team are tasked with implementing these decisions within their own areas of responsibility.

The members of digia plc's board of directors in 2023

The attendance of board and committee members at meetings in 2023

Member of the board Born Education Main occupation Holding on
31 Dec 2023
Member
since
Martti Ala-Härkönen,
Vice Chair
1965 DSc (Econ.),
Lic.Sc. (Tech.)
CFO (Finance, Strategy & IT), Neste
Corporation
20,000 2016
Santtu Elsinen 1972 BSc.-level
studies in
economics
Senior Vice President, Alma
Consumer, Alma Media Plc
0 2018
Robert Ingman,
Chair
1961 MSc. (Tech.),
MSc. (Econ.)
Chair of the Board, Ingman Group 7,940,000 2010
Sari Leppänen 1969 PhD CIO, DNA Plc 0 2022
Henry Nieminen,
23.3.2023 lukien
1965 MSc. (Tech.),
MBA
Board professional 1,543 2023
Seppo Ruotsalainen,
23.3.2023 saakka
1954 Lic.Sc. (Tech.) Board professional 6,000 2012
Outi Taivainen 1968 MSc. (Econ.) HR Director, Aava Terveyspalvelut 872 2018
Member of the board Board
meetings
Audit
committee
Compensation
committee
Nomination
committee
Martti Ala-Härkönen 11/11 5/5 3/3
Santtu Elsinen 10/11 5/5 1/1
Robert Ingman 11/11 5/5 3/3
Sari Leppänen 8/11 5/5
Henry Nieminen 10/10 4/4
Seppo Ruotsalainen 1/1 1/1 2/2
Outi Taivainen 11/11 5/5

Management team members

Name Born Education Area of responsibility Holding on 31 Dec
2023
Member since
Timo Levoranta 1965 MSc. (Tech.), MSc. (Econ.) CEO 154,238 2016
Kristiina Simola 1965 MSc. (Econ.) CFO 25,585 2017
Mika Kervinen 1968 LLM, with court training General Counsel 17,894 2016
Pia Huhdanmäki 1969 LLM Senior Vice President, HR, Culture & Sustainability 14,240 2018
Juhana Juppo 1971 MSc. (Computer Science) CTO and Senior Vice President 16,024 2016
Jukka Kotro 1961 Vocational Qualification in Business
Information Technology
Senior Vice President, Business Platforms 17,325 2017
Tuomo Niemi 1962 MSc. (Tech.), MSc. (Econ.) Senior Vice President, Financial Platforms 23,576 2017
Sami Paihonen 1974 MSc. (Tech.) Senior Vice President, Digital Solutions 4,989 2021
Pasi Ropponen 1973 Bachelor of Business Administration Senior Vice President, Sales and Marketing 2,135 2022
Janne Tuominen 1978 MSc. (Tech.) Senior Vice President, Managed Solutions 13,090 2021

Internal control and risk management related to financial reporting

Control functions and control environment

The company has a controller function that reports to the CFO and is tasked with ensuring the accuracy of monthly financial reporting. The CFO reports on the financial performance of the company and its divisions to Management, the Board of Directors, and the Board's Audit Committee.

The company uses a reporting system that compiles subsidiaries' reports into consolidated financial statements. There are also written directives for completing the financial reports of subsidiaries. The company's CFO monitors compliance with these instructions. The company also has the separate reporting facilities required for monitoring business operations and asset management.

The Group's financial administration unit prepares the consolidated interim reports and consolidated Financial Statements. This financial administration unit has centralised control over the Group's funding and asset management, and is in charge of managing financial risks.

Internal control

Internal control helps to ensure the reliability of the Digia Group's financial reporting. Digia's financial administration unit provides guidance on financial reporting matters. The Group's business is divided into areas of responsibility led by Senior Vice Presidents (SVPs) reporting to the CEO. Reporting and supervision are based on annual budgets that are reviewed monthly, on monthly income reporting, and on updates of the latest forecasts.

The SVPs report to the Group Management Team on development matters, strategic and annual planning, business and income monitoring, investments, potential acquisition targets and internal organisation matters related to their areas of responsibility. Each area of responsibility also has its own management team.

Digia's operational management and supervision adhere to the corporate governance system described above.

Digia has not yet established a separate function responsible for internal auditing. The need for an internal audit function is regularly assessed. With the company's current business volume, its legal and financial management functions are able to handle internal auditing tasks.

Risk management

The purpose of the company's risk management process is to identify and manage risks in a way that enables the company to attain its strategic and financial targets. Risk management is a continuous process by which the major risks are determined, listed and assessed, the key persons in charge of risk management are appointed, and risks are prioritised according to an assessment scale that compares the effects and mutual significance of risks. Part of this process involves identifying, planning and implementing risk management measures, and then monitoring their impact. Risk management is continuously developed, and the maturity of its systems is likewise continuously assessed.

Digia's risk management model

Strategic and financial objectives

Digia's risk management process is supported by centralised risk management software. Risks are classified as strategic, financial, operational and sustainability risks.

Insider issues

Digia complies with the current Guidelines for Insiders issued by Nasdaq Helsinki. Digia also adheres to its own insider guidelines, which supplement Nasdaq Helsinki's guidelines. Digia's General Counsel is responsible for insider issues.

Insiders

Digia's insiders are divided into:

    1. permanent insiders, which include the CEO and members of Digia's Board of Directors and Management Team
    1. project-specific insiders, which include those who receive insider information relating to a specific project due to their position or tasks
    1. a list of those who receive financial information.

Permanent insiders are not listed in project-specific insider registers.

Management's business transactions

Members of Digia's Management and those in their close circle must report all business transactions that involve Digia's financial instruments and are worth more than EUR 5 000 to both Digia and the Financial Supervisory Authority. The managerial positions covered by this obligation are: the CEO, members of the Management Team, and members of Digia's Board of Directors.

Digia will issue a stock exchange release on all personal business transactions made by members of Digia's Management and those in their close circle. These releases will be issued within three working days of the transaction. Digia also keeps a record of this information on the company's website.

Closed window

Anyone working in a managerial position at Digia, or who otherwise receives financial information, may not trade in the company's securities during a period of 30 days before the publication of one of the company's business reviews, half-year reports or financial statement bulletins. Project-specific insiders may not trade in the company's securities whilst the project is ongoing.

Reporting misconduct

Digia Plc has a whistleblowing channel for reporting suspected cases of bribery and corruption, market abuse, and violation of Digia's insider guidelines. This channel seeks to promote compliance with good governance in the company's routine activities, and to prevent and detect misconduct. It can be used to report market abuse and the violation of operating principles, regulations and instructions, either confirmed or suspected.

Anyone can make an anonymous report using a form that is available on both Digia's intranet and its public website. All reports are directed to Digia's legal unit and the chair of the Audit Committee of the Board of Directors. All reports will be processed confidentially and professionally in accordance with the Personal Data Act, with regard to both the informant and suspect.

Related-party transactions

According to the Corporate Governance Code, a company must evaluate and monitor business transactions with related parties and ensure that any potential conflicts of interest are duly taken into consideration in the company's decision-making. Here, "the company's related parties" refer to the related parties of listed companies as defined in the Companies Act (IAS24). Digia has issued Board members, the CEO and Management Team members with instructions concerning related parties. In order to enable the monitoring of related-party transactions, the company maintains an up-to-date register of companies and persons who are classified as related parties, including their grounds for being so classified.

It is executive management's task to identify related parties and related-party transactions before engaging in any business. The business function and the legal counsel should together determine whether relatedparty transactions form part of the company's ordinary business and whether they are subject to standard commercial terms and conditions.

If an intended related-party transaction would be significant for Digia and would either deviate from the company's ordinary business or not be subject to normal market conditions, then this business transaction must be decided upon by the company's Board of Directors.

Digia's related-party transactions are explained in more detail in the consolidated Financial Statements. The company has no significant related-party transactions. Its related-party transactions are carried out under normal market conditions and do not deviate from the company's ordinary business.

Auditor and auditor's fees

Digia has one official auditor, who must be a KHT auditor or KHT audit firm approved by the Auditing Board of the Central Chamber of Commerce. The auditor is elected until further notice. The Annual General Meeting elects the auditor and decides on their fees. Ernst & Young Oy, Authorised Public Accountants, have been the company's auditors since 2022, with Authorised Public Accountant Terhi Mäkinen as the chief auditor.

Auditor's fees in 2023

EUR 1,000 2023
Ernst & Young Oy
Audit 220
Other statutory duties 4
Tax counselling 33
Other services 93
Other
Audit 3
Other services 8
Total 401

Board of directors

Robert Ingman

Chair of the board of directors

b. 1961, MSc. (Tech.), MSc. (Econ.) Digia Board Member since 2010, Vice Chair of the Board 2012–2018, Chair of the Board since 2018. Member of the Board's Compensation Committee and Nomination Committee.

A member of the Directors' Institute of Finland.

Key work experience

CEO, Ingman Group, 2000– CEO, SVP, Arla Ingman Ltd, 2007–2011 CEO, Ingman Foods Ltd, 1997–2000 CFO, Ingman Foods Ltd, 1988–1997

Chair of the board of directors

Ingman Group Ltd, 2009– Etteplan Plc, (2009) 2013– Qt Group Plc, 2016– Ingman Development Ltd, 2013– Ingman Finance Ltd, 2009– Halti Ltd, 2012–

CRI Invest & Consulting Ltd, 2014– M-Brain Ltd, 2018–2019, (Member of the Board 2011–2018)

Member of the board

Evli Plc, 2010– Massby Facility & Services Ltd, 2012–2023 Ingman Baltic Sea Finance Ltd, 2015– PK Oliver Ltd, 2013–

Independent of the company.

Martti Ala-Härkönen

Vice chair of the board

b. 1965, DSc (Econ.), Lic.Sc. (Tech.) Digia Board Member since 2016 and Vice Chair of the Board since 2023. Chair of the Board's Audit Committee and member of the Nomination Committee. A member of the Directors' Institute of Finland.

Key work experience

CFO (Finance, Strategy & IT), Neste Corporation, 2022–

CFO (Finance, Strategy & IT), Caverion Corporation, 2016–2022

CFO, Cramo Plc, 2006–2016

CFO, WM-data Ltd, 2004–2006 CFO & Senior Vice President, Business Development, Novo Group Plc,

1998–2004

Manager, Corporate Finance & Finance Manager, Postipankki Plc, 1995–1998

major shareholders.

Key work experience

HR Director, Aava Terveyspalvelut Ltd, 2019–

Executive Vice President, HR, OP Group, 2015–2018

Area HR Director, Central and North Europe, KONE Plc, 2011–2015

CEO, HR House, 2008–2011 Vice President, Human Resources, Nokia Plc, 2001–2008

Managerial positions, Nokia Plc, 1998–2001

Chair of the board of directors

OP Pension Fund, 2015–2018

Outi Taivainen

Member of the board b. 1968, MSc. (Econ.) Digia Board member since 2018. Chair of the Board's Compensation Committee.

Member of the board

Helsinki Chamber of Commerce, 2009–2011 Henry ry, 2006–2008 Finnish Enterprise Agencies,

Other positions of trust

2006–2008

Helsinki Chamber of Commerce, HR Committee member, 2012–

Independent of the company and its major shareholders.

Chair of the board of directors Martinez Renewables LLC, USA, 2023–, (Member of the Board 2022–)

Member of the board

Purmo Group, 2018–2021 Pihlajalinna Ltd, 2015–2016

Member of the supervisory board Ilmarinen Mutual Pension Insurance

Company, 2022–

Independent of the company and its

Santtu Elsinen

Member of the board

b. 1972, B.Sc.-level studies in economics Digia Board member since 2018. Chair of the Board's Nomination Committee and a member of the Audit Committee.

A member of the Directors' Institute of Finland.

Key work experience

Senior Vice President, Alma Consumer, Alma Media Plc, 2023–

Senior Vice President, Chief Digital Officer, Alma Media Plc, 2016–2023 CEO, Winterfell Capital Ltd, 2014–

CEO, Quartal Ltd, 2011–

Director, Business Development, Talentum Plc, 2012–2015

Director, Business Development, Trainers' House/Satama Interactive Plc, 2005–2012

Creative Director & Business Development Director, Quartal Ltd, 1997–2005

Chair of the board of directors

Alma Finanssipalvelut Oy, 2023– Kotikokki net Oy, 2023– Etua Oy, 2023– (Member of the Board 2018–)

CORPORATE GOVERNANCE STATEMENT 2023

Finnish Authentication Cooperative, 2021– Quartal Ltd, 1997–

Member of the board

Alma Mediapartners Ltd, 2017–2022 Arena Interactive Ltd, 2017–2020 Media Industry Research Foundation of Finland, 2016–2022 Fondia Tools Ltd, 2011–2012

Other positions of trust

Mediapolli, Chair of the Management Group, 2023– Finnish Media Federation, Chair of the

Independent of the company and its major shareholders.

technology working group, 2019–2023

Sari Leppänen

b. 1969, PhD

Digia Board member since 2022. Member of the Board's Compensation Committee.

Key work experience

CIO, DNA Plc, 2023– CIO, Aktia Bank, 2021–2023 CIO, 3 Step IT Group, 2017–2021 Various executive positions in the Telia Group and at TeliaSonera (2013–2017) and Nokia (1995–2012).

Member of the board

Koherent Ltd, 2019–

Other positions of trust

VTT Technical Research Centre of Finland, Member of the Advisory Board for ICT & Electronics Industry, 2016–2017.

Independent of the company and its

major shareholders.

Henry Nieminen

b. 1965, MSc. (Tech.), MBA Digia Board member since 2023. Member of the Board's Audit Committee. A member of the Directors' Institute of Finland and Hallituspartnerit ry.

Key work experience

CEO, Insta Group Ltd, 2016–2022 CEO, Fujitsu Finland Ltd, 2014–2016 Various executive positions at CGI Finland, Logica and WM-data Ltd, 2001–2014

Chair of the board of directors

Netox Oy, 2023– Leijona Instituutti (2016–2022) Fujitsu Estonia Ltd (2014–2016) Isoworks Ltd (2014–2016) Techno-Progress Ltd, Poland (2005– 2009)

Member of the board

Tampereen Energia, 2023– Dicode Ltd, 2023–

Elbit Systems Finland Ltd, 2023– Millog Ltd, 2016–2022 Senop Ltd, 2016–2022 M-Files Ltd, 2012–2020 Technology Industries of Finland, 2019–2022 Association of Finnish Defence and Aerospace Industries (AFDA), 2016–2022 Goodwork Ltd, 2016–2022 Mattila Porvoo Ltd, 2016–2022 Tampere Chamber of Commerce and Industry, 2018–2022 Tietokoura Ltd, 2010–2014 Logica Finland Ltd, 2008–2012

Independent of the company and its major shareholders.

Management team

Timo Levoranta

President & CEO

b. 1965, MSc. (Tech.), MSc. (Econ.) President & CEO, and Management Team member since 1 May 2016.

Key work experience

Senior Vice President, Digia Plc, 2016 CEO, TDC Ltd Finland, 2011–2015 SVP, Sales & Marketing, Outokumpu Plc, 2008–2011 Managerial positions, TeliaSonera Plc, 2002–2008 Managerial positions, Sonera Plc, 1995–2002

Various positions, Consumer Mobile Communication Division, Telecom Finland Ltd, 1991–1995

Member of the board

The Finnish Olympic Committee Marketing Ltd, 2021– Technology Industries of Finland, Deputy Member, 2020– Levorannan Autoliike Ltd, 2022–

Kristiina Simola

CFO

b. 1965, MSc. (Econ.) Digia Management Team member since 14 August 2017.

Key work experience

CFO, Digitalist Group Plc, 2015–2017 Deputy Managing Director & CFO, Mirasys Ltd, 2012–2015 Senior Manager, Finance Transformation, Deloitte Finland, 2010–2012 CFO, Profit Software Ltd, 2007–2010 CFO, Foster Wheeler Energia Plc, 2005–2007 CFO, SysOpen Plc, 2001–2005

Mika Kervinen

General Counsel

b. 1968, LLM with court training Digia Management Team member since 1 May 2016.

Key work experience

Senior Legal Counsel, Fondia Ltd, 2015–2016 Director, Business Support, TDC Finland Ltd, 2012–2014

Lawyer, Nokia Networks Ltd, 2004–2012 Lawyer, TeliaSonera Plc, 1998–2004 Lawyer, Kesko Corporation, 1996–1998

Pia Huhdanmäki

Senior Vice President, HR, Culture & Sustainability b. 1969, LLM

Digia Management Team member since 1 February 2018.

Key work experience

Entertainment Ltd, 2007–2010

Leading specialist (industrial policy & lobbying), RadioMedia and Finnish Media Federation, 2017–2018

HR Director/CHRO, Sanoma Media Finland Ltd, 2012–2016

Director – HR, legal and communications, Sanoma News and Sanoma Entertainment Ltd, 2010–2011 Director – HR, legal and communications, Sanoma

Legal Counsel & Management positions, Sanoma Group Plc, 1996–2006

Juhana Juppo

CTO and Senior Vice President

b. 1971, MSc. (Computer Science) Digia Management Team member since 19 September 2016.

Key work experience

Director, Business Development, Finanssi-Kontio Ltd, 2013–2016 Service Director, CGI Suomi Ltd, 2011–2013 CTO, Capgemini Finland Ltd, 2005–2011 Systems Architect, IT Optimo/Itella Plc, 2003– 2005 Vice President, Development, Eigenvalue Ltd, 2000–2003 Project Manager, Capgemini Finland Ltd, 1999–2000

Project Manager, Nokia Networks Ltd, 1995–1999

Jukka Kotro

Senior Vice President, Business Platforms

b. 1961, Vocational Qualification in Business Information Technology Digia Management Team member since 9 August 2018.

Key work experience

Senior Vice President, various responsibilities, Digia Plc, 2018– Management Team member, various responsibilities, CGI Suomi Ltd, 2010–2018 Sales Director, Central Government, Logica Suomi Ltd, 2006–2010 Sales Director, Healthcare, WM-Data Ltd, 2004–2006 Account Manager, Public Sector, Novo Group Plc, 1999–2004

Tuomo Niemi

Senior Vice President, Financial Platforms, M&A and IT

b. 1962, MSc. (Tech.), MSc. (Econ.) Digia Management Team member since 1 June 2017.

Key work experience

Managing Director, Accenture Ltd, 2003–2017 Leading Consultant, Accenture Ltd, 1996–2003 Managerial positions in IT management, ICL Personal Systems, 1992–1996

Consultant, Andersen Consulting Ltd, 1989–1991 Product Manager, Nokia Data Ltd, 1988–1989

Sami Paihonen

Senior Vice President, Digital Solutions

b. 1974, MSc. (Tech.) Digia Management Team member since 18 October 2021.

Key work experience

Chief Technology Officer, Savox Communications, 2018–2021

Senior Advisor, Savox Ventures, 2018–2019

Management positions, Digitalist Group, 2010– 2018, CEO 2015–2017

Director, Design Strategy, Samsung, 2008–2010 Management positions in Design, Nokia, 1998–2008

Member of the board MindEye Ltd, 2021– Oulun Kärpät Ltd, 2023–

Pasi Ropponen

Senior Vice President, Sales and Marketing

b. 1973, Bachelor of Business Administration Digia Management Team member since 11 April 2022.

Key work experience

Acting CEO and various sales and business management roles at Siili Solutions Ltd, 2012– 2022

Sales management and consultancy positions at Trainers' House, 2006–2012

Member of the board HY+ Ltd, 2020–

Janne Tuominen

Senior Vice President, Managed Solutions b. 1978, MSc. (Tech.) Digia Management Team member since 29 March 2021.

Key work experience

Business Unit Leader, CGI Suomi Ltd, 2018–2021 Managing Director, Finanssi-Kontio Ltd, 2014– 2018 Director, Application Management, Finanssi-Kontio Ltd, 2013–2014 Client Director, Logica Suomi Ltd, 2010–2013

Business Manager, Logica Suomi Ltd, 2008–2010

Member of the board

Helsingfors Simsällskap, 2022–

digia.com

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