Other major events during the review period

Other Major Events during the 2016 Financial Year

Digia Plc's Annual General Meeting (AGM) was held on 16 March 2016. The AGM adopted the financial statements for 2015, released the Board members and the CEO from liability, determined Board emoluments, set the number of Board members at five (5), and elected the company’s Board of Directors for a new term.

With regard to profit distribution for 2015, the AGM approved the Board's proposal to pay a dividend of EUR 0.08 per share to all shareholders listed in the shareholder register maintained by Euroclear Finland Ltd on the reconciliation date of 18 March 2016. The dividend payment date was 29 March 2016.

The AGM granted the following authorisations to the Board

Authorising the Board of Directors to decide on buying back treasury shares and/or accepting them as collateral

Digia Plc’s AGM of 16 March 2016 authorised the Board of Directors to decide on the buyback and/or acceptance as collateral of no more than 2,000,000 company shares using the company’s unrestricted equity. The Board shall decide on how these shares are to be acquired. Treasury shares may be bought back in disproportion to shareholders’ holdings. This authorisation also includes the acquisition of shares through public trading on NASDAQ OMX Helsinki in accordance with the rules and instructions of NASDAQ OMX 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. This authorisation supersedes that granted by the AGM of 12 March 2015 and is valid for 18 months, that is, until 16 September 2017. Digia’s Board of Directors did not use its authorisation during 2016.

Authorising the Board of Directors to decide on a share issue and granting of special rights

The AGM of 16 March 2016 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, as follows: The issue may total, at a maximum, 4 000 000 shares. The authorisation applies both to new shares and to treasury shares held by the company. By virtue of the authorisation, the Board has the right to decide on share issues and the granting of special rights, in deviation from the pre-emptive subscription rights of the shareholders (a directed issue). The authorisation may be used to fund or complete acquisitions or other business transactions, to offer share-based incentive schemes, to develop the company's capital structure, or for other purposes decided by the Board. The Board was authorised to decide on all terms relating to the share issue or special rights, including the subscription price, its payment and its recognition in the company's balance sheet. This authorisation supersedes that granted by the AGM of 12 March 2015 and is valid for 18 months, that is, until 16 September 2017. Digia’s Board of Directors did not use its authorisation during 2016.


Demerger of Digia Plc to form two separate listed companies

In accordance with a proposal by the Board of Directors, Digia Plc’s Annual General Meeting of 16 March 2016 approved the demerger plan signed by the Board on 16 December 2015, and decided to implement a partial demerger of Digia Plc. As set out in the demerger plan, Digia Plc was demerged such that all assets, liabilities and responsibilities related to its Qt business were transferred to a new company established in the demerger called Qt Group Plc. Digia Plc continued the operations of the domestic business.

Amendment to the Articles of Association

Digia’s AGM of 16 March 2016 decided to amend Article 4 of the company’s Articles of Association such that the Board of Directors shall henceforth have 4–8 members rather than 5–8 members. Article 4 remained otherwise unchanged. Article 4 in its entirety now reads as follows:

4§ Board of Directors

The Board of Directors shall have between four and eight (4–8) members. The term of all Board members expires at the end of the Annual General Meeting following their election. The Board of Directors elects its Chair and Vice Chair from among its members.

Approval of the demerger plan and deciding on a partial demerger

Digia Plc’s Annual General Meeting approved the demerger plan and decided on a partial demerger of Digia Plc in accordance with the said plan. In accordance with the demerger plan, Digia Plc was demerged such that all assets, liabilities and responsibilities related to its Qt business were transferred to Qt Group Plc, a new company established in the demerger. Digia Plc’s Domestic business will remain with Digia.

As part of the demerger, a decrease in Digia Plc’s issue premium fund by its entire amount was approved, that is EUR 7,899,485.50. Any of the funds not used in the sharing out of assets to Qt Group Plc were transferred to Digia Plc’s unrestricted shareholders' equity reserve.

More information about the AGM’s decisions is available at www.digia.com/en/investors/governance/annual-general-meeting/agm-2016.