PROPOSALS OF BOARD OF DIRECTORS AND INVITATION TO ORDINARY SHAREHOLDERS'' MEETING OF DIGIA PLC

DIGIA PLC      Stock Exchange Release February 16, 2009 at 12:50


PROPOSALS OF BOARD OF DIRECTORS AND INVITATION TO ORDINARY SHAREHOLDERS'
MEETING OF DIGIA PLC 

The Board of Directors of Digia Plc has, in its meeting on February 16,
2009, decided to make the following proposals to the Ordinary Shareholders'
Meeting to be held on March 10, 2009, and to publish the following invitation
to the meeting in Helsingin Sanomat on February 17, 2009: 

The Shareholders of Digia Plc are invited to the Ordinary Shareholders' Meeting
to be held on Tuesday, March 10, 2009, starting at 10.00 a.m. at the
headquarters of the company (Hiomotie 19, 00380 Helsinki). 

MATTERS TO BE ADDRESSED AT THE MEETING
The following matters are to be addressed at the meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm the minutes and to supervise the counting of
votes 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and the list of votes

6. Presentation of the financial statements, report of the Board of Directors
and the auditor's report for 2008 
Review by the Managing Director

7. Confirmation of the financial statements

8. Use of the profit shown on the balance sheet
The Board of Directors proposes to the Shareholders' Meeting that the Board of
Directors be authorised to decide at its discretion, and when the economic
situation of the company favours it, on the payment of dividend for 2008,
however, no more than EUR 0.05 per share, and that the authorisation be valid
until the next Ordinary Shareholders' Meeting. The dividend to be paid on the
basis of the authorisation and in accordance with the decision made by the
Board of Directors shall be paid to a shareholder entered into the company's
shareholders' register maintained by Euroclear Finland Ltd (former Finnish
Central Securities Depository Ltd.) on the record date of the dividend payment.
The Board of Directors shall decide on the record date for dividend and the
payment date of the dividend, which can at the earliest be the fifth banking
day from the record date. The profit for 2008 shall be entered into the
retained earnings. 

9. Resolution on the discharge of the Members of the Board of Directors and the
Managing Directors from liability 

10. Resolution on the remuneration of the Members of the Board of Directors and
the auditors as well as on grounds for compensation of the costs incurred 

11. Resolution on the number of Members of the Board of Directors

12. Election of Members of the Board of Directors
The nomination committee of Digia's Board of directors present to the Ordinary
Shareholders' Meeting that six members be elected to the Board of Directors of
the company until the end of the next Ordinary Shareholders' Meeting and that
the following persons be elected as members: 
- Pekka Sivonen, the full-time Chairman of the current Board of Directors of
Digia Plc; 
- Pertti Kyttälä, Managing Director of Peranit Ltd, Vice-Chairman of the
current Board of Directors of Digia Plc; 
- Kari Karvinen, Board professional;
- Martti Mehtälä, Board professional;
- Heikki Mäkijärvi, director, Accel Partners; and
- Jari Pasanen, Independent consultant, Pointtia Investment and Consulting

The main shareholders representing 38.31% of the voting rights of the shares in
the company have announced to the company that they will support the above
mentioned proposal. 

13. Authorisation of the Board of Directors to decide on a share issue and
granting of special rights 
The Board of Directors proposes that the Shareholders' Meeting authorise the
Board of Directors to decide on a share issue, be the issue subject to or free
of charge, and on granting option rights and other special rights, provided
that the maximum total number of new shares issued and shares held by the
company is 4,000,000. By virtue of the authorisation, the Board of Directors is
entitled to decide on share issues and granting of special rights waiving the
pre-emptive subscription rights of the shareholders (directed issue). The Board
of Directors proposes that the authorisation include the Board of Directors'
right to decide on all terms relating to the share issue and the granting of
special rights, including subscription price, its payment and its entry into
the company's balance sheet. The authorisation would replace the authorisation
granted by the Shareholders' Meeting on March 11, 2008 and would be valid for
18 months from the issue date of the authorisation, or until September 10,
2010. 

14. Authorisation of the Board of Directors to decide on the buyback of own
shares 
The Board of Directors proposes that the Ordinary Shareholders' Meeting
authorise the Board of Directors to decide on the buyback of a maximum of
2,000,000 of company's own shares with the free equity. The acquisitions would
decrease the company's distributable assets. The Board would decide on how the
shares are acquired. Own shares could be bought back in proportion other than
that of holdings of the shareholders. The authorisation would also include the
acquisition of shares through public trading organised by NASDAQ OMX Helsinki
Oy in accordance with its rules and instructions or through offers made to
shareholders. The shares shall be bought back for a price based on the fair
value quoted in public trading. The authorisation would replace the
authorisation granted by the Shareholders' Meeting on March 11, 2008 and would
be valid for 18 months from the issue date of the authorisation, or until
September 10, 2010. 

15. As requested by shareholder Jere Polvi, the Shareholders' Meeting will
discuss the position and remuneration of the full-time Chairman of the Board of
Directors as well as the related proposals made by the shareholder on carrying
out a special examination for 2005-2008 and presenting a claim for damages and
returning the emoluments. 

16. Closing of the meeting


DOCUMENTS
The proposals of the Board of Directors and the financial statements will be
available for review by the shareholders on the website of the company
(www.digia.com/investors) on March 3, 2009, at the latest. The proposals and
the financial statement will also be available at the Shareholders' Meeting,
and copies thereof will be sent to a shareholder by request. 

PARTICIPATION AND REGISTRATION
A shareholder of the company that has been entered into the company's
shareholders' register maintained by Euroclear Finland Ltd (former Finnish
Central Securities Depository Ltd.) on Friday, February 27, 2009 and who has
notified the attendance as mentioned below, has the right to participate in the
Shareholders' Meeting. 

Shareholders whose shares are administrative registered and who are willing to
participate in the Shareholders' Meeting shall be entered into the company's
shareholders' register on the record date of the meeting, February 27, 2009,
and shall notify the attendance as mentioned below. In order to be entered into
the shareholders' register, the shareholder should contact his/her custodian in
good time. 

The shareholder willing to participate in the Shareholders' Meeting shall
report the company of the participation on March 3, 2009, at 4 p.m. at the
latest, in writing to the address Digia Plc, Sirpa Nieminen, Hiomotie 19,
FI-00380 Helsinki, Finland, by facsimile to the number +358 10 313 3760, by
telephone to the number +358 10 313 3064 or by email to the address
invest@digia.com. The letter or message of participation shall be at the
destination prior to the expiry of the registration period. The possible
proxies are asked to be delivered in connection with the registration to the
address set forth above. 

NUMBER OF SHARES IN THE COMPANY ON THE DATE OF THE NOTICE TO THE MEETING
On this date of this notice to the meeting February 16, 2009, the total number
of shares and votes in Digia Plc is 20,853,645. Of this number, 328,044 are own
shares held by the company and have no voting rights. 


Helsinki, February 16, 2009

DIGIA PLC

Board of Directors


For further information:
Tomi Merenheimo, Vice President, Legal and IR, tel. +358 (0)40 560 6101,
tomi.merenheimo@digia.com

DISTRIBUTION:
NASDAQ OMX Helsinki
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