Tieto Corporation STOCK EXCHANGE RELEASE 25 March 2010, 10.15 pm EET
Tieto Corporation's Annual General Meeting of Shareholders approved the
financial statements for 2009, decided to distribute a dividend of EUR 0.50 per
share and discharge the company's officers from liability for the financial year
2009. The dividend settlement date is 30 March 2010 and the dividend will be
paid as of 14 April 2010.
In addition, the Annual General Meeting made the following decisions:
Board composition and remuneration
The meeting decided that the Board of Directors shall consist of eight members
and re-elected the Board's current members Kimmo Alkio, Risto Perttunen, Markku
Pohjola and Olli Riikkala. In addition, the meeting elected Christer Gardell,
Master of Science (Econ.); Kurt Jofs, Master of Science (Tech.); Eva Lindqvist,
Master of Science (Eng.), MBA and Teuvo Salminen, Master of Science (Econ.), CPA
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 Markku
Pohjola as its Chairman and Olli Riikkala as its Vice Chairman. The Board also
appointed Remuneration and Nomination Committee comprising Markku Pohjola
(Chairman), Kimmo Alkio, Christer Gardell and Eva Lindqvist, and Audit and Risk
Committee comprising Olli Riikkala (Chairman), Kurt Jofs, Risto Perttunen and
Teuvo Salminen. All Board members are independent of both the company and the
company's significant shareholders.
The Annual General Meeting approved that the remuneration of the Board of
Directors will remain unchanged as follows: monthly remuneration of EUR 2 500 to
ordinary Board members, EUR 3 800 to the Vice Chairman and EUR 5 700 to the
Chairman. The same fee of EUR 3 800 as to the Vice Chairman of the Board will be
paid to the Chairman of each Board committee, unless the same individual is also
the Chairman or the Vice Chairman of the Board. In addition, a remuneration of
EUR 800 shall be paid for each Board meeting and for each permanent or temporary
set Board committee meeting. It is the company's practice that Tieto 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
2010.
Amendment of the company's Articles of Association
The meeting decided to amend Sections 7 and 11 of the Articles of Association of
the company as follows:
"7 § Notice of a General Meeting
The Notice of a General Meeting shall be issued by publishing it on the
company's website.
---
11 § Voting at a General Meeting
No shareholder is allowed to vote at a General Meeting with more than one fifth
(1/5) of the votes represented at the Meeting."
Authorizing the Board of Directors to decide on the repurchase of the company's
own shares
The Board of Directors was 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.
The company's own shares can be repurchased at a price formed in public trading
on the date of the repurchase or at a price that has otherwise been formed on
the market.
The Board of Directors decides how the share repurchase will be carried out. Own
shares can be repurchased, inter alia, by using derivatives. The company's own
shares can be repurchased otherwise than in proportion to the shareholdings of
the shareholders (directed repurchase of shares).
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 25 September 2011.
Establishment of a Shareholders' Nomination Committee
The meeting decided to establish a Shareholders' Nomination Committee to prepare
proposals for the election and remuneration of the members of the Board of
Directors to the next Annual General Meeting and to adopt a charter for the
Shareholders' Nomination Committee.
The Chairman of the Board of Directors shall be in charge of identifying the
four largest shareholders of the company on 30 September 2010 and ask each of
them to nominate a member to the Shareholders' Nomination Committee. The
Shareholders' Nomination Committee comprises those four members and the Chairman
of the Board of Directors. The representative of the largest shareholder shall
be the Chairman of the Shareholders' Nomination Committee unless otherwise
decided by the Shareholders' Nomination Committee.
The right to nominate shareholder representatives shall be vested with the four
shareholders of the company having the largest share of votes in the company on
30 September preceding the Annual General Meeting. Should a shareholder not wish
to exercise its right to appoint a member, the right shall be transferred to the
next largest shareholder.
The largest shareholders shall be determined on the basis of the shareholdings
registered in the Finnish and Swedish book-entry systems. Shareholder, who has
divided its ownership e.g. into a number of funds and has an obligation to
disclose the shareholding under the Finnish Securities Markets Act, may request
its shareholding to be counted as one by notifying the Chairman of the Board of
Directors of Tieto Corporation in writing by 30 September.
Appendix: Charter of the Shareholders' Nomination Committee
Donations for philanthropic purposes
The meeting decided to authorize the Board of Directors to decide on a donation
of a maximum amount of EUR 500 000 to be made to Aalto University during 2010.
In addition, the meeting decided to authorize the Board of Directors to decide
on donations to a maximum amount of EUR 100 000 to be made for other
philanthropic or corresponding purposes during 2010 and to authorize the Board
of Directors to determine its purpose and the donee or donees in detail.
There were 619 shareholders represented at the meeting representing altogether
36 519 479 shares and votes. All decisions were made without voting.
For further information, please contact
General Counsel Jouko Lonka, tel. +358 2072 68719, +358 400 424 451,
jouko.lonka@tieto.com
TIETO CORPORATION
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 expertise in digital services set us
apart from our competitors.
www.tieto.com <http://www.tieto.com/>
Charter of the Shareholders' Nomination Committee of Tieto Corporation
1 Background and purpose
The Shareholders' Nomination Committee (the "Committee") of Tieto Corporation is
a body of shareholders responsible for preparing the proposals to the Annual
General Meeting for the election and remuneration of the members of the Board of
Directors.
The main purpose of the Committee is to ensure that the Board of Directors and
its members maintain and represent a sufficient level of knowledge and
competence for the needs of the company and for this purpose to prepare
well-founded proposals for the election and remuneration of the Board members to
the Annual General Meeting.
2 Election and composition of the Committee
The Committee consists of five (5) members. Four members shall represent the
four shareholders who on 30 September preceding the Annual General Meeting
represent the largest number of the votes of all shares in the company and who
wish to participate in the nomination process. The Chairman of the Board of
Directors shall be the fifth member of the Committee. The representative of the
largest shareholder shall be the Chairman of the Committee unless otherwise
decided by the Committee.
The largest shareholders are determined on the basis of the shareholdings
registered in the Finnish and Swedish book-entry systems. In case two
shareholders own an equal amount of shares and votes and representatives of both
shareholders cannot be appointed to the Committee, the decision shall be made by
drawing lots. Shareholder, who has divided its ownership e.g. into a number of
funds and has an obligation to disclose the shareholding under the Finnish
Securities Markets Act, may request its shareholding to be counted as one by
notifying the Chairman of the Board of Directors of Tieto Corporation in writing
by 30 September preceding the Annual General Meeting.
Term of office of the Committee expires at the closing of the first Annual
General Meeting following the appointment.
Should a shareholder divest more than half of its shareholding, and as result of
the divestment no longer be amongst the ten largest shareholders of Tieto
Corporation, the appointed representative of such shareholder shall resign. The
Committee may appoint a new member to replace a prematurely vacated seat. It is
in the discretion of the Committee to offer a vacant seat to a shareholder of
Tieto Corporation. The Committee must decide on replacements if the number of
Committee members decreases to less than three during its term of office.
3 Decision-making
The Committee shall have a quorum when more than half of its members are
present. No decision shall be made, unless all members have been reserved the
possibility to consider the matter and participate in the meeting.
Decisions of the Committee shall be unanimous. If consensus cannot be reached,
members of the Committee shall present their own proposals individually or
jointly with other members of the Committee.
All decisions of the Committee must be recorded in the Committee's minutes. The
minutes shall be dated and numbered and be preserved in a safe manner. The
minutes shall be signed by the Chairman together with at least one Committee
member.
4 Duties of the Committee
The duties of the Committee shall include to:
* prepare the proposal to the Annual General Meeting on matters pertaining to
the remuneration of the members of the Board of Directors
* prepare the proposal to the Annual General Meeting on the number of the
members of the Board of Directors
* prepare the proposal to the Annual General Meeting on the appointment of the
members of the Board of Directors
* take care of the succession planning of the members of the Board of
Directors
* present the proposal to the Annual General Meeting on matters pertaining to
the remuneration of the members of the Board of Directors
* present the proposal to the Annual General Meeting on the number of the
members of the Board of Directors
* present the proposal to the Annual General Meeting on the appointment of
members of the Board of Directors.
4.1 General rules on preparing the proposal
The proposal to be presented to the Annual General Meeting on the composition of
the Board of Directors is prepared by the Committee. However, any shareholder of
the company may also make such a proposal directly to the Annual General
Meeting.
The performance of the current Board is assessed annually and the results are
notified to the Committee when preparing the proposal for the composition of the
new Board of Directors. The Committee shall take the results of the assessment
into account in the Committee work. The Committee may also employ the services
of an outside consultant for candidate search.
4.2 Qualifications
The Board of Directors of Tieto Corporation shall be professionally competent
and as a group have sufficient knowledge of and competence in the company's
field of business and markets.
In order to ensure the required competence the Committee shall take into due
consideration the relevant legislation and requirements set out in the
recommendations of the Finnish Corporate Governance Code.
In particular, the Board as a group shall have sufficient knowledge of and
competence in:
* the company's field of business and markets
* the management of a public limited company of corresponding size
* accounting
* risk management
* corporate acquisitions and divestments
* corporate governance.
In addition to the aforementioned, the Committee shall consider the independence
requirements of the Finnish Corporate Governance Code and the relevant Stock
Exchange rules.
5 Tasks of the Chairman
The overall task of the Chairman of the Committee is to direct the activities of
the Committee in such a way that the Committee achieves its objectives
efficiently and observes the expectations of the shareholders and interests of
the company.
In this context the Chairman:
* convenes and chairs the meetings of the Committee, and
* supervises that the Committee meetings set out in the timetable are convened
and convenes unscheduled meetings, if judging these to be necessary, or if
requested by a Committee member, to be held within 14 days of the date of
request.
6 Proposals to the Annual General Meeting
The Committee shall present and explain its proposals to the Annual General
Meeting. The proposals shall be included in the notice of the Annual General
Meeting and the Committee must submit its contemplated proposals to the Board of
Directors at the latest on 15 January preceding the Annual General Meeting.
The Committee shall also provide a report on how its work was conducted.
The information shall be published on the website of Tieto Corporation.
7 Confidentiality
The Committee members and shareholders they represent shall keep the information
regarding the proposals confidential until the final decision has been made by
the Committee and published by the company. The Chairman of the Committee shall
have the right at his/hers discretion to decide whether the company enters into
non-disclosure agreements with the shareholders with respect to their
representative in the Committee.
8 Amendments to this charter and authorization
The Committee shall review this charter annually and propose possible changes to
the Annual General Meeting.
The Committee is authorized to execute necessary technical updates and
amendments to this charter.
[HUG#1397115]