Stock exchange release
A. AGENDA FOR THE MEETING
Items on the Agenda of the Annual General Meeting:
- Opening of the meeting
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Calling the meeting to order
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Appointment of persons to inspect the minutes and count votes for the meeting
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Establishing validity and quorum
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Attendance registration and verification of the electoral roll
- Presentation of the 2023 Financial Statements, Report of the Board of Directors and Auditors' Report.
Presentation of the CEO's review.
- Adoption of the financial statements
- Disposal of profit according to the balance sheet and distribution of dividend
The Board of Directors proposes to the AGM that a dividend of
- Discharge of liability for the Members of the Board of Directors and the President & CEO
- Remuneration Report for Governing Bodies
The Board of Directors proposes that the Remuneration Report for Governing Bodies 2023 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-2024/ no later than three weeks before the Annual General Meeting.
- Remuneration Policy for Governing Bodies
The Board of Directors proposes to the AGM that the Remuneration Policy for Governing Bodies be approved. The decision is advisory in accordance with the Limited Liability Companies Act.
The Remuneration Policy will be available on the company's website at https://digia.com/en/investors/governance/annual-general-meeting/agm-2024/ no later than three weeks before the Annual General Meeting.
- 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
- 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.
- 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 2025 AGM: current Board 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.
- 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.
- 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.
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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 in accordance with the rules and instructions ofNasdaq 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
- 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
- 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
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
C. INSTRUCTIONS FOR MEETING ATTENDEES
- Attendance and registration
Company shareholders who are registered in the shareholders' register maintained by
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
a) on the company's website: https://digia.com/en/investors/governance/annual-general-meeting/agm-2024/. 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
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
- 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
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.
- 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
- 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,
Board of Directors
For further information, please contact:
Timo Levoranta, President & CEO
Tel. +358 40 500 2050
Distribution:
Nasdaq
Key media
digia.com
Digia is a software and service company that combines technological possibilities and human capabilities to build intelligent business, society and a sustainable future. Our mission is to ensure that our customers are at the forefront of digital evolution. There are more than 1,500 of us working at Digia and we operate globally with our customers. Digia's net sales totalled
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