Digia Plc
Stock exchange release
8 February 2022 at 3:00 pm
Digia Plc’s shareholders are invited to attend the Annual General Meeting, which
will be held on Monday 21 March 2022 at 10:00 am at the company’s headquarters
(Atomitie 2 A, 00370 Helsinki). The company’s shareholders (or their
representatives) may only participate in the meeting and exercise their
shareholder’s rights by voting in advance and by submitting any counterproposals
and questions in advance. Instructions for shareholders can be found in section
C of this invitation, “Instructions for meeting attendees”.
The company’s Board of Directors has decided on this exceptional procedure for
the meeting on the basis of temporary legislation that came into effect on 8 May
2021. In order to limit the spread of the COVID-19 pandemic, the company has
decided to take the measures enabled by this temporary legislation, so that the
Annual General Meeting (AGM) can be held in a predictable manner taking the
health and safety of shareholders, company personnel and other stakeholders into
consideration.
A pre-recorded speech given by Digia’s CEO, Timo Levoranta, will be published on
the company’s website before the meeting at:
https://digia.com/en/investors/governance/annual-general-meeting/agm-2022/.
A. AGENDA FOR THE MEETING
Items on the Agenda of the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
Juha Väyrynen, lawyer, will chair the meeting. If, for any pressing reason, Juha
Väyrynen is unable to chair the meeting, the Board of Directors will appoint the
person it deems best suited to be chairperson.
3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
Kristiina Simola will inspect the minutes and count votes for the meeting. If,
for any pressing reason, Kristiina Simola is unable to inspect the minutes and
count votes, the Board of Directors will appoint the person it deems best suited
to inspect the minutes and count votes for the meeting.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who a) have the right to attend the Annual General Meeting as per
Chapter 5, Sections 6 and 6a of the Limited Liability Companies Act and b) have
voted in advance by the deadline shall be considered as being in attendance at
the meeting. The electoral roll will be verified on the basis of information
supplied by Euroclear Finland Oy.
6. Presentation of the annual accounts, the report of the board of directors and
the auditor's report for the year 2021
As it is only possible to vote at the meeting in advance, the publication of the
company’s Annual Report (which contains the Financial Statements, Report of the
Board of Directors and Auditors’ Report) on the company’s website on 24 February
2022 shall be considered as constituting presentation to the AGM.
7. Adoption of the financial statements
8. 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 0.17 per share
be paid according to the confirmed balance sheet for the fiscal year ending 31
December 2021. The Board of Directors has carefully assessed the company’s
financial position and concluded that a dividend lower than a minority dividend
would be justified in order to maintain its investment capabilities, for
instance.
An alternative to the Board of Directors’ proposal is for a minority dividend of
EUR 0.178 per share to be paid as per Chapter 13 Section 7 of the Limited
Liability Companies Act.
Voting in favour of this proposal means supporting the Board’s proposal and
opposing the payment of a minority dividend. Voting against the proposal means
opposing the Board’s proposal and being in favour of a minority dividend.
Shareholders listed in the shareholders’ register maintained by Euroclear
Finland Oy on the dividend reconciliation date, 23 March 2022, will be eligible
for the payment of dividend. Dividends will be paid on 30 March 2022.
9. Discharge of liability for the Members of the Board of Directors and the
President & CEO
10. Approval of the Remuneration Report for Governing Bodies
The Board of Directors proposes that the Remuneration Report for Governing
Bodies 2021 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-2022/ no
later than three weeks before the Annual General Meeting.
11. 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 3,000 to Board members, EUR
4,000 to the Vice Chair and EUR 5,500 to the Chair are to be paid for the
duration of the term expiring at the end of the 2023 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.
12. 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 52.9 per cent of the company’s shares and
votes, have notified the company that they will support the aforementioned
proposal.
13. 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 2023 AGM:
current Board Members Martti Ala-Härkönen, Santtu Elsinen, Robert Ingman, Seppo
Ruotsalainen, Outi Taivainen, and Sari Leppänen as a new member.
The nominees for the Board of Directors are presented in more detail on Digia’s
website (digia.com).
The primary shareholders, representing 52.9 per cent of the company’s shares and
votes, have notified the company that they will support the aforementioned
proposal.
14. 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.
15. Election of the Auditor
On the recommendation of the Board of Directors’ Audit Committee, the Board
proposes to the AGM that the company choose a new auditor and that Ernst & Young
Oy, a firm of authorised public accountants, be elected as the new auditor. If
the company is elected as Digia’s auditor, Ernst & Young Oy has announced that
the chief auditor would be Terhi Mäkinen, Authorised Public Accountant.
16. Authorising the Board of Directors to decide on buying back own shares
and/or accepting them as collateral
The Board proposes that the Annual General Meeting 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 17
March 2021 and is valid for 18 months, that is, until 21 September 2023.
17. 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 2,500,000 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 17
March 2021 and is valid for 18 months, that is, until 21 September 2023.
18. 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 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 2021 financial
year, will be available on the aforementioned website by 24 February 2022 at the
latest. A copy of the Annual Report will be sent to shareholders upon request.
The minutes from the Annual General Meeting will be available on the
aforementioned website as of 31 March 2022.
C. INSTRUCTIONS FOR MEETING ATTENDEES
Shareholders may only participate in the Annual General Meeting (AGM) and
exercise their voting rights in advance as per the instructions below.
1. A shareholder registered in the shareholders’ register
Company shareholders who are registered in the shareholders’ register maintained
by Euroclear Finland Oy on Wednesday 9 March 2022 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. Shareholders may only participate in the AGM by voting in advance in
the manner described below.
2. Registration and advance voting
Registration and advance voting will open on Monday 14 February 2022 at 12:00
noon. Any shareholders who are registered in the company’s shareholders’
register and wish to participate in the meeting by voting in advance must
register for the AGM and vote in advance no later than 4:00 pm on Monday 14
March 2022, by which time both their registration and vote must have arrived.
The following information should be supplied when registering: the shareholder’s
name, personal identity number, address and telephone number, or their proxy’s
name and personal identity number. Any personal data pertaining to shareholders
that is disclosed to Euroclear Finland Oy will only be used to process
registrations for the AGM and any necessary associated registrations.
Shareholders may register and vote in advance on certain items in the AGM agenda
from 12:00 noon on 14 February 2022 to 4:00 pm on 14 March 2022 in the following
manner:
a) digitally via the company’s website: digia.com/en/investors/governance/annual
-general-meeting/agm-2022/. Registration requires strong electronic
identification from shareholders who are private persons. When a private person
logs into the service via the company’s website, they will first be directed to
complete strong electronic identification. The shareholder will then be able to
register for the AGM, authorise a proxy and vote in advance all in one sitting.
Strong electronic identification requires either online banking codes or a
Mobile ID.
For shareholders that are legal persons, no strong electronic authentication is
required. However, shareholder that are legal persons must notify their book
-entry account number, and other required information. If the shareholders that
are legal persons use the electronic Suomi.fi e-authorization, registration
requires a strong electronic authentication of the authorized person, which
works with bank IDs or a mobile certificate. The terms and conditions of digital
voting and other associated instructions are available on the websites in
question; or
b) by post or email. Shareholders should complete the advance voting form
available on the company’s website digia.com/en/investors/governance/annual
-general-meeting/agm-2022/ and send it to Euroclear Finland Oy,
Yhtiökokous/Digia Oyj, PL 1110, 00101 Helsinki or yhtiokokous@euroclear.eu.
If a shareholder participates in the Annual General Meeting by submitting
advance votes to Euroclear Finland Oy before the deadline for registration and
voting, they will be considered as having registered for the Annual General
Meeting.
Voting instructions are available on the company’s website at
digia.com/en/investors/governance/annual-general-meeting/agm-2022/.
3. Proxy or power of attorney
Shareholders may also participate in and exercise their rights at the Annual
General Meeting by proxy. Proxies must also vote in advance.
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 sent as original documents to Digia Plc, Essi
Lönnberg, Atomitie 2 A, 00370 Helsinki, and must arrive before the end of the
registration period. Shareholders that are legal persons can also use the
electronic Suomi.fi authorization service instead of the traditional proxy in
Euroclear Finland’s general meeting service. In this case, the shareholder that
is legal person authorizes an assignee nominated by it in the Suomi.fi service
at https://www.suomi.fi/e-authorizations using the authorization topic
“Representation at the General Meeting”. The assignee must identify himself or
herself with strong electronic authentication in Euroclear Finland's general
meeting service when registering, after which the electronic mandate is
automatically checked. The strong electronic authentication works with personal
banking IDs or a mobile certificate. More information on https://www.suomi.fi/e
-authorizations and the company’s internet pages at
digia.com/en/investors/governance/annual-general-meeting/agm-2022/
4. 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 the AGM record date, 9 March 2022. Participation in 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
16 March 2022 at the latest. For holders of nominee-registered shares, this is
considered to be registration for the AGM. Any changes that occur after the AGM
record date will have no impact on a shareholder’s right to attend the AGM or on
the number of votes they have.
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
in the company’s shareholders’ register by the abovementioned date and handle
advance voting on behalf of the nominee-registered shareholder.
5. Additional information
Shareholders who hold at least one hundredth of all the company’s shares have
the right to make a counterproposal to any of the proposals made in the Agenda
for the Annual General Meeting. Any such counterproposals must be emailed to the
company at invest@digia.com no later than 4:00 pm on 11 February 2022, by which
time the proposals must have arrived. Shareholders making a counterproposal must
present evidence of their shareholding in conjunction with the submission of
their proposal. A counterproposal will be considered by the AGM provided that
the shareholder has the right to attend the AGM and the shareholder holds at
least one hundredth of all the company’s shares on the AGM record date. If a
counterproposal is not considered by the AGM, any votes in favour of the
counterproposal will be disregarded. The company will publish any
counterproposals on its website https://digia.com/en/investors/governance/annual
-general-meeting/agm-2022/ by 12 noon on 14 February 2022.
Any questions (as per Chapter 5 Section 25 of the Limited Liability Companies
Act) that shareholders wish to have discussed at the AGM should be emailed to
invest@digia.com by 7 March 2022. These kinds of questions from shareholders,
along with management’s responses and any counterproposals not put to a vote,
will be available on the company’s website at
https://digia.com/en/investors/governance/annual-general-meeting/agm-2022/ no
later than 10 March 2022. In order to ask questions and make counterproposals,
shareholders must submit adequate evidence of their shareholding.
On the date of this Notice of Annual General Meeting, 8 February 2022, Digia Plc
had a total of 26 823 723 shares and votes.
Helsinki, 8 February 2022
Digia Plc
Board of Directors
For further information, please contact:
Timo Levoranta, President & CEO
Switchboard +358 (0)10 313 3000
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 1,300 of us working at
Digia. Our roots are in Finland and we operate 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 156 million in 2021.
The company is listed on Nasdaq Helsinki (DIGIA). digia.com