SYSOPENDIGIA PLC Stock Exchange Release March 11, 2008
THE DECISIONS OF SYSOPENDIGIA PLC'S ANNUAL GENERAL MEETING AND THE ORGANISING
MEETING OF THE COMPANY'S BOARD OF DIRECTORS
Dividend
The General Meeting approved the Board's proposal that dividend of EUR 0.10 per
each share outside company's possession, a maximum of EUR 2,085,364.50, be paid
for the financial year 2007. The dividend shall be paid to shareholders entered
in the shareholder register, maintained by Finnish Central Securities Depository
Ltd., on the record date of 14 March 2008. The dividend payment date shall be 25
March 2008.
Company name
The name of the company was changed to Digia Plc and the articles of association
were amended accordingly.
Composition of the Board of Directors
At the General Meeting, Pekka Sivonen, Kari Karvinen, Harri Koponen, Pertti
Kyttälä and Martti Mehtälä were elected onto the Board of Directors. At the
Organising Meeting held after the General Meeting, Pekka Sivonen was elected as
full-time Chairman of the Board and Pertti Kyttälä was elected as Vice Chairman
of the Board.
Remuneration of the Members of the Board
The General Meeting decided to pay monthly emoluments of EUR 2,000 to the
Members of the Board, EUR 3,000 to the Vice Chairman of the Board and EUR 5,000
to the Chairman of the Board. In addition to these emoluments, all of the above
will receive a meeting fee of EUR 400 for every meeting, including the meetings
of the special committees set by the Board. None of the emoluments or fees shall
be paid to the Board's full-time Chairman.
Auditor
The General Meeting selected Ernst & Young Oy, an auditing company approved by
the Central Chamber of Commerce, as the company's new auditor, with KHT Heikki
Ilkka as the responsible auditor of the company.
Authorising the Board of Directors to decide on a share issue and granting of
special rights
The Annual General Meeting authorised the Board of Directors to decide on a
rights issue or a capitalisation issue and on granting option rights and other
special rights on the following terms
- the authorisation can be exercised, for instance, for the development of
company's capital structure, for exercising the share based incentive systems or
for enabling and financing company and business acquisitions and other
co-operation, or other such restructuring
- the Board of Directors is entitled to decide to issue new shares or existing
shares in company's possession in one or more sets provided that the maximum
total number of shares issued is 4,000,000.
- the Board of Directors is also entitled to decide to sell company's own shares
in the public trading in OMX Nordic Exchange Helsinki in order to finance
possible business acquisitions
- the Board of Directors is otherwise authorised to decide on other terms of
share issue including the right to decide on a private placement or granting
special rights on a private placement basis
- the authorisation replaces the authorisation granted by the annual general
meeting of shareholders on February 28, 2007 and will be valid for 18 months
from the issue date of the authorisation, or until 11 September 2009.
Authorisation of the Board of Directors to decide on the buyback of own shares
The Annual General Meeting authorised the Board of Directors to decide on the
buyback of own shares with the following terms
- own shares can be bought back, for instance, for the purpose of strengthening
the company's capital structure, for exercising the share based incentive
systems or for enabling and financing company and business acquisitions and
other co-operation, or other such restructuring or for the purpose of being
invalidated.
- the shares may be bought back in one or more sets, provided that the maximum
number of shares involved will be 2,000,000.
- own shares shall not be bought back in proportion to the shareholders'
holdings but in public trading organised by the OMX Nordic Exchange Helsinki.
- the shares shall be bought back for the price determined by the Board of
Directors, based on the fair value quoted in public trading on the buyback date
- the shares may be acquired with free shareholders' equity and the acquisition
of shares will decrease the free shareholders' equity and distributable assets
- the Board of Directors is otherwise authorised to decide on other terms of
buyback of own shares
- the authorisation replaces the authorisation granted by the annual general
meeting of shareholders on February 28, 2007 and will be valid for 18 months
from the issue date of the authorisation, or until 11 September 2009.
Buyback of own shares
The Board of directors decided in its meeting after the Annual General Meeting
to continue the buyback of own shares in accordance with the terms of the
General Meeting's authorisation and the terms published on February 13, 2008. At
the moment the company has 139,377 own shares in its possession.
SYSOPENDIGIA PLC
Board of Directors
For further information:
Tomi Merenheimo, Vice President, Legal and IR, tel. +358 (0)40 560 6101,
tomi.merenheimo@sysopendigia.com
DISTRIBUTION:
OMX Nordic Exchange Helsinki
Key Media
THE DECISIONS OF SYSOPENDIGIA PLC'S ANNUAL GENERAL MEETING AND THE ORGANISING MEETING OF THE COMPANY'S BOARD OF DIRECTORS
| Source: Digia Oyj