Tietoenator Corporation Stock Exchange Release 12 February 2009, 9.00 am EET 1 Payment of dividend The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share be paid from the distributable assets of the Parent company. The dividend shall be paid to shareholders who on the record date for the dividend payment 31 March 2009 are recorded in the shareholders' register held by Euroclear Finland Ltd or the register of Euroclear Sweden AB. The dividend shall be paid on 15 April 2009. 2 Amendment of the Company's Articles of Association The Board of Directors proposes to the Annual General Meeting that Sections 1 and 10 of the Articles of Association of the Company be amended as follows:"1 § Company name and domicile The company name in Finnish is Tieto Oyj, in Swedish Tieto Abp and in English Tieto Corporation. The company domicile is Helsinki, Finland. --- 10 § Venue of the General Meeting A General Meeting may, according to the decision of the Board of Directors, be held in Helsinki or Espoo." 3 Authorizing the Board of Directors to decide on the repurchase of the Company's own shares The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase of the Company's own shares as follows: The amount of own shares to be repurchased shall not exceed 7 200 000 shares, which corresponds to approximately 10% of all of the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how own shares will be repurchased. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The authorization cancels previous unused authorizations by the general meeting to decide on the repurchase of the Company's own shares. The authorization is effective until the next Annual General Meeting, however, no later than until 26 September 2010. 4 Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Company's Act as follows: The amount of shares to be issued shall not exceed 14 500 000 shares, which corresponds to approximately 20% of all of the shares in the Company. However, out of above maximum amount of shares to be issued no more than 620 000 shares, currently corresponding to approximately 1% of all of the shares in the company, may be issued as part of Company's share-based incentive plans. The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization cancels previous unused authorizations by the general meeting to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares. The authorization is effective until 26 March 2014. 5 Issuance of option rights The Board of Directors proposes to the Annual General Meeting that stock options be issued to the key personnel of the TietoEnator Group on the terms and conditions attached hereto. The stock options shall, in deviation from the shareholders' pre-emptive rights, be offered to the key personnel of the TietoEnator Group. There is a weighty financial reason for the Company to issue the options, since the stock options are intended to form a part of the incentive and commitment program of the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value and also to commit the key personnel to the Company. The maximum total number of stock options shall be 1 800 000, which entitle to subscribe for or acquire a total maximum of 1 800 000 Company shares. Each stock option entitles to subscribe for or acquire one (1) share. Of the stock options, maximum of 600 000 shall be marked with the symbol 2009 A 1-3, maximum of 600 000 shall be marked with the symbol 2009 B 1-3 and maximum of 600 000 shall be marked with the symbol 2009 C 1-3. The stock options shall be issued free of charge. The share subscription price for stock options shall be determined based on the trade volume weighted average quotation of the Company's share in continuous trading, rounded off to the nearest cent, on NASDAQ OMX Helsinki. For stock options 2009 A 1-3 the subscription price shall be determined during the two month period following the announcement day of the financial statements for the year 2008, for stock options 2009 B 1-3 during the two month period following the announcement day of the financial statements for the year 2009 and for stock options 2009 C 1-3 during the two month period following the announcement day of the financial statements for the year 2010. From the share subscription price shall, as per the relevant record date, be deducted the amount of the dividend or distribution of funds from the distributable equity fund decided after the beginning of the period for determination of the subscription price but before share subscription. The share subscription price will be entered into the fund of invested non-restricted equity. The share subscription period for stock options 2009 A 1-3 vary from 1 March 2010 to 31 March 2014, for stock options 2009 B 1-3 from 1 March 2011 to 31 March 2015 and for stock options 2009 C 1-3 from 1 March 2012 to 31 March 2016. Appendix: Tieto Stock Options 2009 6 Donations for philanthropic or corresponding purposes The Board of Directors proposes to the Annual General Meeting to donate a maximum amount of EUR 200 000 for philanthropic or corresponding purposes in 2009 and to authorize the Board of Directors to determine the purposes and donees in detail. Helsinki, 11 February 2009 TietoEnator Corporation Board of Directors For further information, please contact Jouko Lonka, General Counsel, tel. +358 207 268719, +358 400 424451, jouko.lonka@tieto.com DISTRIBUTION Nasdaq OMX Helsinki Nasdaq OMX Stockholm Principal Media Tieto Stock Options 2009 The Board of Directors of TietoEnator Corporation (hereinafter "Board of Directors") has in its meeting on 9 February 2009 resolved to propose to the Annual General Meeting of Shareholders of TietoEnator Corporation (hereinafter "Tieto" or "Company") to be held on 26 March 2009 that stock options to subscribe for new shares of the Company or to acquire Company's existing shares held by the company (hereinafter"Stock Options") be issued to the key personnel of Tieto and of its subsidiaries (Tieto together with its subsidiaries hereinafter "Tieto Group") as in detailed determined by the Board of Directors, on the following terms and conditions: I Stock Option Terms and Conditions 1 Number of Stock Options The maximum total number of Stock Options issued under this plan shall be 1 800 000, which entitle to Subscribe for or acquire a maximum total number of 1 800 000 shares in Tieto. The Board of Directors shall decide whether the holder of the Stock Options shall be entitled to subscribe for new shares or acquire existing shares (share subscription or acquisition hereinafter "Share Subscription" or "Subscription, to subscribe for or acquire shares hereinafter"Subscribe", subscriber or acquirer of the shares hereinafter"Subscriber"). 2 Stock Options and Allocation thereof The Stock Options will be issued under series and sub-series as follows: Series Sub-series Number of Stock Options 2009 A 2009 A 1 200 000 2009 A 2 200 000 2009 A 3 200 000 2009 B 2009 B 1 200 000 2009 B 2 200 000 2009 B 3 200 000 2009 C 2009 C 1 200 000 2009 C 2 200 000 2009 C 3 200 000 The Board of Directors shall have the right to convert Stock Options from one series to another and from one sub-series to another. The Board of Directors decides on the allocation and distribution of the Stock Options as well as the timetable thereof. The Board of Directors shall also be entitled to decide upon the allocation and distribution of the Stock Options that have been returned to the Company. The Stock Options shall be issued free of charge. The persons to whom Stock Options are issued, shall be notified in writing by the Company about the offer of Stock Options and the number of Stock Options available to each such person. The Stock Options shall be delivered to the recipient when he or she has accepted the offer of the Board of Directors (the key employees of Tieto Group who have become holders of Tieto Corporation Stock Options 2009 in accordance with these terms and conditions hereinafter referred to as "Participants" and each a "Participant). The Board of Directors shall be entitled to decide upon the approval of the Subscriptions of the Stock Options. The right of non-Finnish employees of the Tieto Group to Subscribe for the Stock Options may be limited or subject to additional terms on the basis of local securities laws, tax laws and other laws or regulations. The Stock Options shall be issued in the paperless book-entry system. The Stock Options shall be subject to a transfer restriction as described in Sections I.5 and III of these terms and conditions. The aforementioned restrictions shall be registered with the book-entry system as determined by the Board of Directors. 3 Right to Stock Options The Stock Options shall, in deviation from the shareholders' pre-emptive subscription rights, be issued to the key personnel of the Tieto Group as decided in detail by the Board of Directors. The right to subscribe for the Stock Options is personal and cannot be assigned. The shareholders' pre-emptive subscription rights are proposed to be deviated from since the Stock Options are intended to form part of the Tieto Group's incentive and commitment program for the key personnel. From the point of view of the Company, this constitutes a weighty financial ground for deviating from the shareholders' pre-emptive right. The Stock Options are allocated based on performance evaluation process determined by the Board of Directors. The offer of Stock Options is based solely on the discretion of the Company. The Stock Options or the underlying shares do not constitute a part of the Participant's salary or benefit in kind or otherwise any part of their employment contract, nor should they be regarded as such. During his/her employment or thereafter, the Participant will not be entitled to compensation on any ground from any company belonging to Tieto Group in respect of the Stock Options. 4 Distribution of Stock Options The Board of Directors shall and is entitled to decide upon the allocation and distribution of the Stock Options, upon the time when Stock Options are allocated and distributed as well as on the reallocation and redistribution of Stock Options which have been offered to key personnel but which have not been subscribed for by the key personnel to whom the Stock Options have originally been offered or which have subsequently been returned from their holders as a result of termination of employment or due to other grounds. 5 Transfer of Stock Options and Obligation to Offer Stock Options The Stock Options for which the Share Subscription period in accordance with Section II.2 has not commenced, may not be transferred, pledged, or disposed in way without consent of the Company. The consent of the Company is given by the Board of Directors. The Stock Options are freely transferable once the relevant Share Subscription period has begun. The Board of Directors may, however, permit the transfer of a Stock Option also before such date in which case the Participant is obliged to inform the Company about the execution of the transfer in writing immediately. The Board of Directors may also decide that in certain specified jurisdictions, the Stock Options may not be transferred at all or set any other restrictions to the transferability or disposability of the Stock Options. Should a Participant cease to be employed by or in the service of the Tieto Group, for any reason other than the death, statutory retirement (such as statutory old-age pension or statutory pension due to permanent illness or disability), retirement to supplementary old-age pension arranged by the Company, such person shall, without delay, offer to the Company or its order, free of charge, the Stock Options for which the Share Subscription period specified in Section II.2 has not commenced, on the last day of such person's employment or service. The Board of Directors may, however, in case the employment of a Participant ceases due to other reason than the permitted reasons described above, due to a significant ground, decide that the Participant is entitled to keep such Stock Options, or a part of them, which are under the offering obligation. Regardless of whether the Participant has offered his/her Stock Options to the Company or not, the Company is entitled to inform the Participant in writing that the Participant has lost his/her Stock Options on the basis of the above-mentioned reasons. The Company has the right, whether or not the Stock Options have been offered to the Company, to request and get transferred all the Stock Options under the offering obligation from the Participant's book-entry account to a book-entry account specified by the Company at its discretion or, alternatively and at the Company's discretion, cancel such Stock Options, without the consent of the Participant. In addition, the Company is entitled to register transfer restrictions and other respective restrictions concerning the Stock Options to the Participant's book-entry account, without the consent of the Participant. The Board of Directors has right to offer such Stock Options further to the key personnel employed by or in the service of the Tieto Group pursuant to these terms and conditions. Should the Participant cease to be employed by or in the service of the Company, the Board of Directors may decide that the Participant in order to be able to utilize the Stock Options has to exercise all or some of the Stock Options before the date set and as determined by the Board of Directors. II Share Subscription Terms and Conditions 1 Right to Subscribe for New Shares Each Stock Option entitles its holder to Subscribe for one (1) new share in Tieto. As a result of the Share Subscriptions, the number of shares of Tieto may be increased by a maximum of 1 800 000 new shares. The Share Subscription price shall be transferred to the fund for invested non-restricted equity. The Board of Directors has, however, the right to determine that existing shares held by the Company or by a third party determined by the Board of Directors are conveyed against the Share Subscriptions after the record date for dividends each year. 2 Share Subscription and Payment The Share Subscription period shall be for Stock Option 2009 A 1 1 March 2010-31 March 2014 for Stock Option 2009 A 2 1 March 2011-31 March 2014 for Stock Option 2009 A 3 1 March 2012-31 March 2014 for Stock Option 2009 B 1 1 March 2011-31 March 2015 for Stock Option 2009 B 2 1 March 2012-31 March 2015 for Stock Option 2009 B 3 1 March 2013-31 March 2015 for Stock Option 2009 C 1 1 March 2012-31 March 2016 for Stock Option 2009 C 2 1 March 2013-31 March 2016 for Stock Option 2009 C 3 1 March 2014-31 March 2016 However, the Share Subscription period shall not commence until publication of the Company's financial statements for the financial year preceding the commencement of the Share Subscription period. If the financial statements have not been published prior to the abovementioned date, the Board of Directors will decide on a later date on which the Share Subscription period shall commence. Share Subscriptions shall take place at the head office of Tieto or at another location or at a subscription agent determined by the Board of Directors. The Stock Options with which shares have been Subscribed for shall be deleted from the Subscriber's book-entry account. Upon Subscription, payment for the shares Subscribed for, shall be made to the bank account specified by the Company. The Share Subscription can be conditioned upon the Participant's satisfaction of taxes or other conditions as determined by the Board of Directors. The Board of Directors may suspend the Share Subscription for a determined period of time due to significant reasons. The Board of Directors shall decide on all procedural matters and measures concerning the Share Subscription. 3 Share Subscription Price The Share Subscription price shall be: for Stock Option 2009 A 1-3, the trade volume weighted average quotation of the Tieto share in continuous trading, rounded off to the nearest cent, on NASDAQ OMX Helsinki during the two month period immediately following the announcement day of the financial statements for the year 2008, for Stock Option 2009 B 1-3, the trade volume weighted average quotation of the Tieto share in continuous trading, rounded off to the nearest cent, on NASDAQ OMX Helsinki during the two month period immediately following the announcement day of the financial statements for the year 2009, and for Stock Option 2009 C 1-3, the trade volume weighted average quotation of the Tieto share in continuous trading, rounded off to the nearest cent, on NASDAQ OMX Helsinki during the two month period immediately following the announcement day of the financial statements for the year 2010. From the Share Subscription price of the Stock Options shall, as per the relevant record date, be deducted the amount of the dividend or funds distributed through a distribution of funds from the distributable equity fund decided after the beginning of the period for determination of the Share Subscription price but before Share Subscription. 4 Registration of Shares Shares Subscribed for and fully paid shall be registered in the book-entry account of the Subscriber. 5 Shareholder Rights Shares Subscribed for with the Stock Options shall entitle to a dividend, if any, for the financial year during which the Subscription takes place. Other shareholder rights shall commence when the Subscribed shares have been entered in the Finnish Trade Register. If existing shares held by the Company are used for share acquisitions with the Stock Options those shares shall have shareholder rights and dividend rights from the date the shares have been transferred to the book entry account. 6 Share Issues, Stock Options and Specific Rights before Share Subscription Should the Company, before the Share Subscription, issue new shares, stock options or specific rights entitling to shares in accordance with shareholders' pre-emptive subscription right a holder of Stock Options shall have the same or equal right as the shareholders to participate in such an issue. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for Subscription, the Share Subscription price or both of these. 7 Rights in Certain Cases If the Company reduces its share capital in proportion to the existing shareholdings before the Share Subscription for the purposes of distributing funds to its shareholders, a holder of Stock Options shall have the same or equal right as the shareholders and the Subscription right accorded by the terms and conditions of the Stock Options shall be adjusted accordingly. A reduction of the share capital for other purposes shall not affect the Subscription rights pertaining to the Stock Options. Should the Company be placed into liquidation before the Share Subscription, the holder of Stock Options shall be given an opportunity to exercise his/her Subscription right during a period to be determined by the Board of Directors, such period commencing no later than one month after the Company has decided on the placing into liquidation. If the Company is removed from the Finnish Trade Register without liquidation process and otherwise than as a result of a merger or demerger, the holder of Stock Options shall have no Subscription right. If the Company resolves to merge in whatever form or demerge, the holder of Stock Options shall, before the merger or demerger, be given the right to Subscribe for the shares with the Stock Options, within a period of time determined by the Board of Directors. After the expiry of the above period determined by the Board of Directors no Subscription right shall exist. Alternatively, the Board of Directors may give the holders of such Stock Options the right to subscribe for stock options issued, under the corresponding terms and conditions, by the receiving company or the company to be formed in a combination merger or demerger on the same principles that the shareholders have been given shares of the acquiring or new company, as set forth in the merger or demerger plan. The holder of Stock Options may in case of a merger or demerger require redemption of his/her Stock Options in accordance with the provisions stipulated in the Finnish Companies Act expect that they shall not have any such right in the above case in which the holders of Stock Options are offered the right to subscribe for stock options issued by the receiving company or the company to be formed in a combination merger or demerger in accordance with the provisions set forth further below. If the Company, prior to the expiry of the Share Subscription period, resolves to acquire or redeem its own shares or specific rights to its share by an offer made to all shareholders in proportion to the existing shareholdings, the holders of Stock Options shall be made the same or an equivalent offer as the shareholders. In order to maintain the equality the Board of Directors may decide, if necessary, either to change the number or Subscription price of the shares to be Subscribed for under the Stock Options, or both, or alternatively to allow the holders of Stock Options to exercise the right to Subscribe prior to the acquisition, during a period to be determined by the Board of Directors. In other cases, acquisition or redemption of the Company's own shares or the acquisition or redemption of Stock Options to the Company shall not require the Company to take any action in relation to the Stock Options. If a redemption right and redemption obligation to all of the Company's shares, as referred to in the Finnish Companies Act, arises to a shareholder, before the end of the Share Subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company ("Squeeze-out Event"), or if the ownership of a shareholder reaches or exceeds such a level that the shareholder has under the Finnish Securities Markets Act the obligation to launch a public offer for the redemption of the remaining shares in the Company, the holders of Stock Options shall be entitled to use their right of Subscription by virtue of the Stock Options, within a period of time determined by the Board of Directors, or, in applicable situations, they shall be entitled to have an equal right to that of shareholders to sell their Stock Options to the redeemer or offeror, irrespective of the transfer restriction defined in Section I.5 above. Upon the occurrence of a Squeeze-out Event the holders of Stock Options shall have the corresponding obligation to that of the Company's shareholders to transfer all of their Stock Options for redemption by the party having the redemption right. If the number of the Company's outstanding shares is changed in other situations than those described above in section II 6 or this section II 7, while the share capital remains unchanged, the Share Subscription terms and conditions shall be amended so that the relative proportion of shares available for Subscription with the Stock Options to the total number of the Company's outstanding shares, as well as the Share Subscription price total, remain the same. The Company's decision to cancel existing shares held by the Company itself, to issue new shares to the Company itself or to reduce share capital without distribution to shareholders shall not affect the terms and conditions of the Stock Options. Converting the Company from a public company into a private company shall not affect the terms and conditions of the Stock Options. Should the holder of Stock Options be entitled to exercise the Stock Options based on this Section II.7 but the Subscription price for the shares cannot yet be determined, the Subscription price for the shares shall be determined based on the last ended period for determination of the Subscription price pursuant to Section II.3. III Other Matters The laws of Finland shall be applied to these terms and conditions and all aspects related to the Stock Options and subscription. Disputes arising in relation to the Stock Options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator. Matters and procedures related to the Stock Options shall be decided on by the Board of Directors. The Board of Directors may, in addition, decide on amendments and specifications to the terms and conditions which are not considered essential. The Stock Option documentation referred to in the Finnish Companies Act shall be kept available for inspection at the head office of Tieto. The Participant and any transferee not permitted under these terms and conditions or not approved by the Board of Directors has an obligation to convey, free of charge, and the Company shall be entitled to enforce and get transferred from such party/-ies, free of charge, the Stock Options which have not been transferred, or with which shares have not been Subscribed for, if the Participant breaches these terms and conditions, any regulations or instructions given by the Company on the basis of these terms and conditions, applicable law or regulations given by authorities. The Company is entitled to apply for and effect a transfer of all Stock Options from the above Participant's or non-permitted transferee's (whichever is applicable) book-entry account to a book-entry account specified by the Company or, alternatively, cancel such Stock Options without the consent of the subject Participant or non-permitted transferee (whichever is applicable). The Board of Directors will have a right to take any measures as it considers necessary to meet any legal payment or other liability in respect of the Stock Options, or to enhance administration of the Stock Options. The Company has the right e.g. to restrict the transferability of the Stock Options or to deduct a necessary amount from the proceeds resulting from the exercise of the Stock Options of a Participant or the sales of the Shares Subscribed for with the Stock Options to meet withholding liabilities, and the right to transfer, without the consent of the Participant, Stock Options from the book-entry account of the Participant to an account designated by the Company to be held on such account on behalf of the Participant. These terms and conditions have been made in Finnish and in English. In the case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall prevail. Tieto is an IT service company providing IT, R&D and consulting services. With approximately 16 000 experts, we are among the leading IT service companies in Northern Europe and the global leader in selected segments. We specialize in areas where we have the deepest understanding of our customers' businesses and needs. Our superior customer centricity and Nordic expertise set us apart from our competitors. Tieto is our new brand name as of 1 December 2008. The official registered name of the company is TietoEnator Corporation. www.tieto.com
Proposals of the Board of Directors of TietoEnator Corporation to the Annual General Meeting to be held on 26 March 2009
| Source: Tieto