Tieto Corporation STOCK EXCHANGE RELEASE 26 March 2013, 8.30 am EET
Tieto Corporation's Annual General Meeting of Shareholders approved the financial statements for 2012, decided to distribute a dividend of EUR 0.83 per share and discharge the company's officers from liability for the financial year 2012. The dividend settlement date is 28 March 2013 and the dividend will be paid as from 15 April 2013.
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 Kurt Jofs, Eva Lindqvist, Sari Pajari, Risto Perttunen, Markku Pohjola, Teuvo Salminen, Ilkka Sihvo and Jonas Synnergren.
In addition to the above, the company's personnel appoints two members, each with a personal deputy, to the Board of Directors. The term of office for the personnel representatives is two years. Ingela Öhlund (deputy Anders Palklint) and Jari Länsivuori (deputy Esa Koskinen) have been appointed to the Board until the Annual General Meeting 2014.
At its constitutive meeting after the AGM, the Board of Directors elected Markku Pohjola as its Chairman and Kurt Jofs as its Deputy Chairman. The Board also appointed a Remuneration Committee comprising of Markku Pohjola (Chairman), Kurt Jofs, Sari Pajari and Risto Perttunen, and an Audit and Risk Committee comprising of Teuvo Salminen (Chairman), Eva Lindqvist, Ilkka Sihvo and Jonas Synnergren. All Board members are independent of both the company and the company's significant shareholders.
The meeting approved that the fixed annual remuneration of the Board of Directors will remain unchanged and be as follows: EUR 31 500 to the ordinary members of the Board of Directors, EUR 48 000 to the Deputy Chairman and EUR 72 000 to the Chairman. The same fee as to the Board Deputy Chairman will be paid to the Chairman of a Board Committee unless the same individual is also the Chairman or Deputy Chairman of the Board. In addition, a remuneration of EUR 800 is paid for each Board meeting and for each permanent or temporary committee meeting. It is the company's practice not to pay fees to Board members who are also employees of the Tieto Group.
The meeting approved that 40% of the fixed annual remuneration be paid in Tieto Corporation’s shares purchased from the market. The shares will be purchased within two weeks from the release of the interim report January 1 – March 31, 2013 of Tieto Corporation. The Annual General Meeting resolved to acquire the shares directly on behalf of the members of the Board which is an approved manner to acquire the company’s shares in accordance with the applicable insider rules.
Auditor
The meeting re-elected the firm of authorized public accountants PricewaterhouseCoopers Oy as the company's auditor for the financial year 2013. The auditor shall be reimbursed according to the invoice and in compliance with the purchase principles approved by the Audit and Risk Committee.
Amendment of the company’s Articles of Association
The Annual General Meeting decided to amend Sections 3 and 9 of the Articles of Association of the company in accordance with the proposal of the Board of Directors as follows:
“3 § Board of Directors
The company has a Board of Directors, which consists of not less than six (6) nor more than twelve (12) members. The Chairman of the Board shall be elected by the General Meeting.
The term of the members of the Board of Directors expires at the closing of the first Annual General Meeting following the election. Should the Chairman resign or become otherwise unable to act as the Chairman in the middle of the term, the Board of Directors shall elect a new Chairman.”
…
“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 auditor and
5 number of members of the Board of Directors,
elected
6 Chairman and members of the Board of Directors and
7 auditor.”
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 currently corresponds to approximately 10% of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise 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).
The authorization cancels previous unused authorizations to decide on the repurchase of the company’s own shares. The authorization is effective until the next Annual General Meeting, however, no longer than until 25 September 2014.
Authorizing the Board of Directors to decide on the issuance of shares as well as options and other special rights entitling to shares
The Board of Directors was authorized to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act in one or more tranches as follows:
The amount of shares to be issued based on the authorization (including shares to be issued based on the special rights) shall not exceed 7 200 000 shares, which currently corresponds to approximately 10% of all the shares in the company. However, out of the above maximum amount of shares to be issued no more than 700 000 shares, currently corresponding to less than 1% of all of the shares in the company, may be issued as part of the company’s share-based incentive programs.
The Board of Directors decides on the terms and 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 right (directed issue).
The authorization cancels previous unused authorizations to decide on the issuance of shares and on the issuance of options and other special rights entitling to shares. The authorization is effective until 25 March 2014.
There were 538 shareholders represented at the meeting representing altogether 44 764 598 shares and votes. All decisions were made without voting.
For further information, please contact:
General Counsel Jouko Lonka, tel. +358 2072 78182, +358 400 424 451, jouko.lonka@tieto.com
DISTRIBUTION
NASDAQ OMX Helsinki
NASDAQ OMX Stockholm
Principal Media
Tieto is the largest Nordic IT services company providing full life-cycle services for both private and public sectors. The company has global presence through its product engineering business and the global delivery centers. Tieto is committed to develop enterprises and society through IT by realizing new opportunities in customers’ business transformation. At Tieto, we believe in professional development and results.
Founded 1968, headquartered in Helsinki, Finland and with approximately 17 000 experts, the company operates in over 20 countries with net sales at approximately EUR 1.8 billion. Tieto’s shares are listed on NASDAQ OMX in Helsinki and Stockholm. Please visit www.tieto.com for more information.