Share-based payments

Stock options

Digia Plc had no outstanding options at the time of writing.

Share incentive scheme and management ownership

The company has a share bonus system as a part of its key personnel commitment and incentive scheme.

With authorisation received at the AGM, the Board made a decision on the CEO’s share-based incentive scheme in spring 2010.

The scheme comprises four earning periods, which are the calendar years 2010-2013. According to the scheme, rewards totalling a maximum value equivalent to 100,000 shares will be paid for each of the earning periods from 2011 to 2013, based on the fulfilment of earning criteria set by the Board. For 2012 the reward will be determined based on the company’s earnings per share and net sales, according to principles set separately by the Board.

For the 2011 fiscal year the CEO will receive, in April 2012, a reward equivalent to the value of 39,266 shares in conjunction with his salary payment.

In addition to the CEO, the scheme applies to the company’s other management team members, who are entitled to share the same share bonus that the CEO receives.

Furthermore, the company has a share incentive scheme for specific key persons, who, based on the financial results for 2009, could receive a total maximum bonus equivalent to 200,000 shares, paid out 50/50 in shares and cash in four equal annual instalments beginning in January 2010.

The rewards based on the share incentive scheme are paid half in shares and half in cash, after the financial statements for the period in question are approved. The cash portion of the bonus will primarily be used to cover taxes and other comparable costs of the scheme. The system involves no vesting periods limiting the sale of shares.

The payment of bonuses according to the share-based incentive schemes is subject to the employee in question being employed by the company on the payment date.

According to the list of shareholders dated 31 December 2011, Digia’s Board of Directors and CEO owned shares in the company as follows:

Pertti Kyttälä 0
Martti Mehtälä 0
Robert Ingman 20,000
Kari Karvinen 1,353,901
Pekka Sivonen 1,831,613
Tommi Uhari 0
Marjatta Virtanen 3,000
Juha Varelius 147,625

At the year-end, the shares held by the Board members and the CEO represented 16.1% of the company’s shares and votes.