TietoEnator Corporation Stock Exchange Release 26 March 2009, 10.20
pm EET
TietoEnator Corporation's Annual General Meeting approved the
financial statements for 2008, decided to distribute a dividend of
EUR 0.50 per share and discharged the company's officers from
liability for the financial year 2008. The dividend settlement date
is 31 March 2009 and the dividend will be paid as of 15 April 2009.
In addition, the Annual General Meeting made the following decisions:
Board composition and remuneration
The meeting confirmed that the Board of Directors shall consist of
seven members and re-elected the Board's current members Bruno
Bonati, Mariana Burenstam Linder, Risto Perttunen, Olli Riikkala and
Anders Ullberg. In addition, the meeting elected BBA, Executive MBA
Kimmo Alkio and B.Sc. (Econ.) Markku Pohjola as new members.
In addition to the above, the company's personnel shall appoint two
members, each with a personal deputy, to the Board of Directors. The
personnel representatives on the Board are Anders Eriksson (deputy Bo
Persson) and Jari Länsivuori (deputy Esa Koskinen).
At its constitutive meeting after the AGM, the Board of Directors
elected Anders Ullberg as its chairman and Olli Riikkala as its Vice
Chairman. The Board also appointed a Remuneration and Nomination
Committee comprising Anders Ullberg (Chairman), Kimmo Alkio, Mariana
Burenstam Linder and Markku Pohjola, and an Audit and Risk Committee
comprising Olli Riikkala (Chairman), Bruno Bonati, Risto Perttunen
and Anders Ullberg.
The Annual General Meeting approved a monthly remuneration of EUR 2
500 to ordinary Board members, EUR 3 800 to the Vice Chairman and EUR
5 700 to the Chairman. In addition, the Annual General Meeting
approved a monthly remuneration of EUR 3 800 to the Chairman of each
Board Committee, provided that he or she is not the Chairman or the
Vice Chairman of the Board. In addition, a remuneration of EUR 800
for each Board meeting and for each permanent or temporary set
Committee meeting shall be paid. It is the company's practice that
TietoEnator executives and employees are not entitled to receive
compensation for their participation in Board work.
Auditor
The meeting re-elected the firm of authorized public accountants
PricewaterhouseCoopers Ltd. as the company's auditor for the
financial year 2009.
Amendment of the Company's Articles of Association
The meeting approved 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."
The new company name will be taken into use after the National Board
of Patents and Registration of Finland has registered it. The new
name is expected to be in use in May.
---"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."
Board authorization to purchase company's own shares
The Board of Directors was authorized to decide on the purchase of
the company's own shares on the following terms and conditions:
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.
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 was 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.
Issuance of option rights
The meeting decided 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 programme 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, a maximum of 600 000
shall be marked with the symbol 2009 A, a maximum of 600 000 shall be
marked with the symbol 2009 B and a maximum of 600 000 shall be
marked with the symbol 2009 C. 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 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 during the two month period following the announcement day of
the financial statements for the year 2009 and for stock options 2009
C 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 is for stock options 2009 A from 1
March 2012 to 31 March 2014, for stock options 2009 B from 1 March
2013 to 31 March 2015 and for stock options 2009 C from 1 March 2014
to 31 March 2016.
Appendix: Tieto Stock Options 2009
Donations for philanthropic or corresponding purposes
The meeting decided 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.
There were 636 shareholders represented at the meeting representing
altogether 32 037 244 shares and votes. The decisions were made
without voting.
TIETOENATOR CORPORATION
For further information, please contact:
Jouko Lonka, General Counsel, tel. +358 400 424 451
DISTRIBUTION
NASDAQ OMX Helsinki
NASDAQ OMX Stockholm
Principal Media
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
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 as follows:
Series Number of Stock Options
2009 A 600 000
2009 B 600 000
2009 C 600 000
The Board of Directors shall have the right to convert Stock Options
from one 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 March 2012-31 March 2014
for Stock Option 2009 B 1 March 2013-31 March 2015
for Stock Option 2009 C 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, 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, 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, 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.