Stock exchange release
Digia Plc´s Annual General Meeting (AGM) held on
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
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 the current members
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:
Outi Taivainen (chairman),Robert Ingman andSari Leppänen -
Nomination Committee:
Martti Ala-Härkönen (chairman),Robert Ingman andSeppo Ruotsalainen
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 2023 shall be
The auditor and Remuneration of the auditor
The AGM decided on the recommendation of the Board of Directors' Audit Committee, that the company will have a new auditor and that it will be
The AGM decided also that the company's auditor will be reimbursed 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 AGM authorized 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 byNasdaq Helsinki Oy 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 AGM authorised 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
Helsinki,
Board of Directors
For further information:
President and CEO
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 1,300 of us working at Digia. Our roots are in
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