The decisions of SysOpen Digia Plc's Annual General Meeting and the organising meeting of the company's board of directors on 28 February 2007

SysOpen Digia Plc's Annual General Meeting on 28 February 2007 confirmed the
company's financial statements and the group's financial statements for the
financial period 1 January - 31 December 2006 and released the Board of
Directors and the Managing Director from liability. 


Dividend

The General Meeting approved the Board's proposal that a per-share dividend of
EUR 0.08, a total of EUR 1,624,985.44, be paid for the financial year 2006. The
dividend shall be paid to shareholders entered in the shareholder register,
maintained by Finnish Central Securities Depository Ltd., on the record date of
5 March 2007. The dividend payment date shall be 12 March 2007. 


Composition of the Board of Directors

At the General Meeting, Pekka Sivonen, Kari Karvinen, Pertti Kyttälä, Matti
Mujunen, Mikko Terho, Eero Makkonen 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. 


Amendment of Articles of Association 
 

The General Meeting decided to change the articles of association in its
totality. The  primary content of the amendment is as follows: 
 
3 § ("Share Capital") and 4 § ("Nominal value of Shares") was removed. 
 
5 § (new 3 §) was simplified in a way that it shall be only mentioned that 
the shares of the company have been entered into a book-entry system. 
 
Sections 1, 6 (new 4 §), 8 (new 6 §), 9 (new 7 §) and  12  (new  10  §)  was
amended to hear as follows: 
 
"1 § Company Name and Domicile 
 
The name of the company is SYSOPENDIGIA Oyj,  in  English  SYSOPENDIGIA  Plc. 
The domicile of the company is Helsinki." 
 
"4 § Board of Directors 
 
The Board of Directors shall consist of five to eight (5-8) ordinary members. 
The term of the members of the Board of Directors shall terminate at the  end 
of the Ordinary Shareholders' Meeting following the election of the Board  of 
Directors. The Board of Directors shall elect a Chairman and a Vice Chairman
from among its members." 
 
"6 § Representation 
 
The company is represented by the Managing Director, a member of the Board of
Directors, holder of a procuration or another person appointed by the Board of
Directors to represent the company two together. 
 
The Board of Directors is entitled to give a right to  represent  the  company 
to appointed persons in the manner that they are entitled to  represent  the 
company two together or each together with a member of the Board of Directors, 
holder of a procuration or the Managing Director." 
 
"7 § Auditors 
 
The company has one (1)auditor, which is  required  to  be  an  auditing 
company approved by the Central Chamber of Commerce. 
 
The auditor is elected until further notice." 
 
"10 § Ordinary Shareholders' Meeting 
 
The Ordinary Shareholders' Meeting shall be held annually in  Helsinki,  Espoo 
or Vantaa within six months of the expiration of the financial period on a 
date  set by the Board of Directors. 
 
In the meeting: 
 
the following shall be submitted 
 
1. financial statements, group financial statements and annual report; 
2. auditor's report; 
 
the following matters shall be decided upon 
 
3. confirmation of the financial statements and the group financial statements; 
4. use of the profit shown by the balance-sheet; 
5. discharge of liability of the  members  of  the  Board  of  Directors  and 
the Managing Director; 
6. compensation for the members of the Board of  Directors  and  the  auditors 
as well as grounds for compensation of the costs incurred; 
7. amount of members in the Board of Directors; 
 
the following shall be elected 
 
8. the members of the Board of Directors; and 
9. the auditor, when required." 


The new articles of association are attached to this stock exchange release as
annex 1. 



Authorization of the Board of Directors to decide on a Share Issue including
the Assignment of own Shares 

The General Meeting decided to authorize the Board of Directors to decide on a
share issue which may be either liable to charge or free of charge, on the
following conditions: 

- the authorization shall remain in force for a period of 18 months from the
decision regarding authorization, in other words until August 28, 2008; 
- based on the authorization regarding share issue and/or the authorization
regarding an issue of special rights as below, either in one or in several
occasions, in all a maximum of 4,000,000 new shares may be issued or own shares
possessed by the Company may be assigned which corresponds to approximately
twenty per cent of the issued and outstanding shares of the company; and 

- the Board of Directors is otherwise authorized to decide on all the
conditions regarding the share issue including that the Board of Directors is
entitled to also decide on a directed share issue and that the authorization
may also be utilized for the purposes of engaging and rewarding key employees
of the Company. 



Authorization of the Board of Directors to decide on Issue of Special Rights

The General Meeting decided to authorize the Board of Directors to decide on an
issue of special rights which entitle, against payment, to receive new shares
or shares possibly in possession of the Company, on the following conditions: 

- the authorization shall remain in force for a period of 18 months from the
decision regarding authorization, in other words until August 28, 2008; 
- based on this authorization, either in one or in several occasions, the
maximum amount of special rights, as mentioned in authorisation regarding share
issue authorization, may be issued; and 
- the Board of Directors is otherwise authorized to decide on all the
conditions regarding the issue of special rights including that the Board of
Directors is entitled to also decide on a directed issue of special rights and
that the authorization may also be utilized for the purposes of engaging and
rewarding key employees of the Company. 


Authorization of the Board of Directors to decide on Acquisition of own Shares

The General Meeting decided to authorize the Board of Directors to decide on an
acquisition of own shares on the following conditions: 

- the authorization shall remain in force for a period of 18 months from the
decision regarding authorization, in other words until August 28, 2008; 
- based on the authorization own shares may be acquired, either in one or in
several occasions, the aggregate maximum amount of 2,000,000; 
- the shares shall be acquired for the value decided by the Board of Directors
which value is based on the fair value at the time of the acquisition formed in
the public trading; 
- own shares may be acquired only with free equity (“vapaa oma pääoma”); and
- the Board of Directors is otherwise authorized to decide on all the
conditions regarding the acquisition of own shares including that the Board of
Directors is entitled to also decide on a directed acquisition of own shares. 




Helsinki, 28 February 2007

SYSOPEN DIGIA PLC

Board of Directors



FOR FURTHER INFORMATION


Tomi Merenheimo, Vice President, legal and IR
mobile +358 40 5606 101,
email: tomi.merenheimo@sysopendigia.com


DISTRIBUTION

Helsinki Stock Exchange
Key media


ANNEX 1


ARTICLES OF ASSOCIATION OF SYSOPENDIGIA PLC

1 § Company Name and Domicile

The name of the company is SYSOPENDIGIA Oyj, in English SYSOPENDIGIA Plc. The
domicile of the company is Helsinki. 

2 § Line of Business

The company's line of business is to provide consulting, training and services
for the information technology field, business management, EDP auditing,
consulting for internal auditing and risk management, to sell literature,
software and equipment related to the field and to engage in other related
business. In addition, the company provides services connected with marketing,
sales and administration. The company can own various securities, real estate
and vehicles as well as trade in and rent them. 

3 § Book-Entry System

The shares of the company have been entered into a book-entry system.

4 § Board of Directors

The Board of Directors shall consist of five to eight (5-8) ordinary members.
The term of the members of the Board of Directors shall terminate at the end of
the Ordinary Shareholders' Meeting following the election of the Board of
Directors. The Board of Directors shall elect a Chairman and a Vice Chairman
from among its members. 
									
5 § Managing Director

The company shall have a managing director, who is appointed by the Board of
Directors. 

6 § Representation

The company is represented by the Managing Director, a member of the Board of
Directors, holder of a procuration or another person appointed by the Board of
Directors to represent the company two together. 

The Board of Directors is entitled to give a right to represent the company to
appointed persons in the manner that they are entitled to represent the company
two together or each together with a member of the Board of Directors, holder
of a procuration or the Managing Director. 

7 § Auditors

The company has one (1) auditor, which is required to be an auditing company
approved by the Central Chamber of Commerce. 

The auditor is elected until further notice.

8 § Financial Year

The company's financial year is the calendar year.

9 § Notice of Meeting

A notice of a Shareholders' Meeting shall be delivered to shareholders no
earlier than two months and no later than seventeen days before the meeting by
publishing it in at least one newspaper specified by the Board of Directors or
by delivering the notice in writing to each shareholder at the address entered
in the Shareholder Register. To be able to participate in a Shareholders'
Meeting, a shareholder must register with the company no later than on the day
mentioned in the notice of meeting, which can be no earlier than ten days
before the meeting. 

10 § Ordinary Shareholders' Meeting

The Ordinary Shareholders' Meeting shall be held annually in Helsinki, Espoo or
Vantaa within six months of the expiration of the financial period on a date
set by the Board of Directors. 

In the meeting:

the following shall be submitted

1. financial statements, group financial statements and annual report;
2. auditor's report;

the following matters shall be decided upon

3. confirmation of the financial statements and the group financial statements;
4. use of the profit shown by the balance-sheet;

5. discharge of liability of the members of the Board of Directors and the
Managing Director; 

6. compensation for the members of the Board of Directors and the auditors as
well as grounds for compensation of the costs incurred; 

7. amount of members in the Board of Directors;

the following shall be elected

8. the members of the Board of Directors; and
9. the auditor, when required.