TietoEnator Corporation STOCK EXCHANGE RELEASE 14 February 2007, 11.00 am EET 1
(3)
Proposals of the Board of Directors of TietoEnator Corporation to the Annual
General Meeting to be convened on 22 March 2007
The Board of Directors of TietoEnator Corporation proposes to the general meeting
that the meeting would decide to:
Amendments to Articles of Association
Cancel Articles 3 (Minimum and maximum capital), 4 (Number of shares) and 16
(Redemption obligation) and amend Articles 7, 9, 11 and 13 as follows:
7 § (new 5 §) Representation of the company
Members of the Board of Directors, acting two together or one of them acting
together with the Managing Director shall have the right to represent the
company.
The Board of Directors may give the right to represent the company to persons
employed by the company so that they act either two together or each together
with a member of the Board of Directors or the Managing Director.
9 § (new 7 §) Summons to General Meetings
Summons to General Meetings shall be given by publishing the summons in at least
one newspaper, as determined by the Board of Directors, of general circulation in
Finland and Sweden, respectively.
11 § (new 9 §) Annual General Meeting
The Annual General Meeting is held latest by the end of April on a date
determined by the Board of Directors.
At the Meeting, the following shall be
decided
1. adoption of the annual accounts;
2. measures called for by the profit and other non-restricted capital
pursuant to the adopted balance sheet;
3. discharge from liability of the members of the Board of Directors and
the Managing Director;
4. fees for the members of the Board of Directors and auditors and
5. number of members of the Board of Directors;
elected
6. members of the Board of Directors and
7. auditor.
15 § (new 13 §) Book-entry system
The shares of the company have been registered in the book-entry system.
Board's authorization to purchase the company's own shares
Authorize the Board of Directors to decide on the purchase of the company's own
shares on the following terms and conditions:
. The company's own shares may be purchased, if necessary, to develop
the company's capital structure;
. Up to 7,409,646 shares, currently corresponding to one tenth (1/10)
of the aggregate number of shares in the company, may be purchased;
. Shares may be purchased only by using non-restricted own capital.
Thus, an aquisition decreases the amount of non-restricted own
capital and distributable funds.
. Shares shall not be purchased in proportion to the holdings of
shareholders but as part of public trading on the Helsinki Stock
Exchange;
. The shares will be purchased at the market price formed during public
trading (minimum and maximum price). The purchase price of the shares
will be paid to the sellers within the payment period stipulated by
the rules of the Helsinki Stock Exchange and the Finnish Central
Securities Depository Ltd;
. The authorization shall be in force until the close of the next
Annual General Meeting, however, not more than 18 months from the
decision of the general meeting.
Board's authorization to issue shares etc.
Authorize the Board of Directors to decide on issues of shares, stock options and
other rights entitling to shares on the following terms and conditions:
. The authorization may be used to enable and finance corporate
transactions and other co-operation arrangements, thus, with a view
to strengthening the company's possibilities to develop its
operations in Finland and internationally;
. Up to 14,819,292 new or existing shares held by the company,
currently corresponding to one fifth (1/5) of the aggregate number of
shares in the company, may be issued against consideration in one or
several instalments;
. The Board shall have the right to deviate from the pre-emptive right
to subscription of shareholders, provided that, within the meaning
set out in law, there are weighty financial reasons for the company.
The Board shall, however, not have the right to deviate from the pre-
emptive rights of shareholders for the benefit of the inner circle;
. Subscription price for the shares may be paid by contribution in
kind;
. The authorization shall be in force until the close of the next
Annual General Meeting, however, not more than 18 months from the
decision of the general meeting.
Distribution of profits
The Board of Directors proposes to the General Meeting that a dividend of EUR
1.20 per share be distributed for the financial year 2006. Dividend is paid to a
shareholder who on the record date for dividend payment is registered with the
shareholder register maintained by the Finnish Central Securities Depository Ltd
or the register of VPC AB. The record date for dividend payment is, according to
the decision of the Board of Directors, 27 March 2007. Should the proposal of the
Board of Directors be approved, the dividend is paid out as from 12 April 2007.
In addition, the committees of the Board of Directors of TietoEnator Corporation
propose to the general meeting that the meeting would decide as follows:
Composition of the Board of Directors and their remuneration
The Compensation and Nomination Committee of the Board of Directors proposes to
the Annual General Meeting that the Board of Directors have seven members and
that the current Board members Mariana Burenstam Linder, Bengt Halse, Kalevi
Kontinen, Matti Lehti, Olli Riikkala and Anders Ullberg be re-elected and in
addition Bruno Bonati, former Executive Board Member of Credit Suisse Financial
Services, is proposed to be elected as a new Board member. The one year term of
office of the Board members ends at the close of the next Annual General Meeting.
All the candidates have given their consent to being re-elected.
The Committee proposes that the monthly remuneration to the ordinary members of
the Board of Directors be 2,100 euros, to the vice chairman 3,200 euros, and to
the chairman 4,400. In addition to these fees it is proposed that the Chairmen of
the Board committees be paid a monthly fee of 1,700 euros unless the same
individual is also the chairman or vice chairman of the Board, and that each
committee member be paid a monthly fee of 700 euros.
It is the company's practice not to pay fees to Board members who are also
employees of the TietoEnator Group.
Election of the auditors
The Audit and Risk Committee of the Board of Directors proposes that the firm of
authorized public accountants PricewaterhouseCoopers Ltd. be re-elected as the
company's auditors for the 2007 financial year.
TIETOENATOR CORPORATION
DISTRIBUTION
Helsinki Stock Exchange
Stockholmsbörsen
Principal Media
TietoEnator is among the leading architects in building a more efficient
information society and one of the largest IT services providers in Europe.
TietoEnator specializes in consulting, developing and hosting its customers'
business operations in the digital economy. The Group's services are based on a
combination of deep industry-specific expertise and the latest information
technology. TietoEnator has about 16 000 experts in close to 30 countries.
www.tietoenator.com
Proposals of the Board of Directors of TietoEnator Corporation to the AnnualGeneral Meeting to be co
| Source: Tieto