TietoEVRY Corporation: Decisions of the Annual General Meeting on 25 March 2021

TietoEVRY Corporation     STOCK EXCHANGE RELEASE      25 March 2021, 5.30 p.m. EET

TietoEVRY Corporation's Annual General Meeting (AGM) was held on 25 March 2021 at the company's premises in Espoo, Finland. In order to prevent the spread of the Covid-19 pandemic, a shareholder or his/her proxy representative could not be present at the venue of the meeting. After the AGM, the webcast continued with a separate Q&A session with the opportunity to present questions to the management.

There were 321 shareholders represented at the meeting representing altogether 70 388 307 shares and votes. The AGM supported all the proposals by the Shareholders’ Nomination Board and Board of Directors and approved the financial statements 2020 and discharged the company's officers from liability for the financial year 2020. The meeting also approved the Remuneration Report through an advisory vote.

In addition, the AGM made the following decisions:

Dividend payment

The meeting decided on a dividend of total EUR 1.32 per share from the distributable funds of the company for the financial year that ended on 31 December 2020. The payment will be made in two instalments as follows:

• The first dividend instalment of EUR 0.66 per share shall be paid to shareholders who on the record date for the dividend payment on 29 March 2021 are recorded in the shareholders’ register held by Euroclear Finland Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The dividend shall be paid beginning from 8 April 2021 in accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden and the VPS.

• The second dividend instalment of EUR 0.66 per share shall be paid to shareholders who on the record date for the dividend payment on 27 September 2021 are recorded in the shareholders’ register held by Euroclear Finland Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The dividend shall be paid beginning from 6 October 2021 in accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden and the VPS.

Dividends payable shall be paid to shareholders who on the applicable record date for such dividend payment are recorded in the shareholders’ register held by Euroclear Finland Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). Dividends payable to Euroclear Sweden registered shares will be forwarded by Euroclear Sweden AB and paid in Swedish crowns. Dividends payable to VPS registered shares will be forwarded by Nordea Bank Plc's branch in Norway and paid in Norwegian crowns.

Board composition and remuneration

The meeting decided that the Board of Directors shall consist of eleven members and re-elected the Board's current members Tomas Franzén, Salim Nathoo, Harri-Pekka Kaukonen, Timo Ahopelto, Rohan Haldea, Liselotte Hägertz Engstam, Katharina Mosheim, Niko Pakalén, Endre Rangnes and Leif Teksum. Angela Mazza Teufer was elected as a new member. Tomas Franzén was re-elected as the Chairperson of the Board of Directors.

In addition to the above, the company's personnel has elected four members, each with a personal deputy, to the Board of Directors. Tommy Sander Aldrin (deputy Sigmund Ørjavik), Ola Hugo Jordhøy (deputy Sigve Sandvik Lærdal), Anders Palklint (deputy Robert Spinelli) and Ilpo Waljus (deputy Jenni Tyynelä), have been appointed to the Board until the AGM 2022.

The meeting approved that the remuneration of the Board of Directors will be annual fees as follows: EUR 125 000 to the Chairperson, EUR 70 000 to the Deputy Chairperson and EUR 53 000 to the ordinary members of the Board of Directors. In addition to these fees, the meeting approved that the Chairperson of a permanent Board Committee receives an annual fee of EUR 20 000 and a member of a permanent Board Committee receives an annual fee of EUR 10 000. In addition, a remuneration of EUR 800 is paid to the Board members elected by the AGM for each permanent or temporary committee meeting. Further, the meeting decided that remuneration for employee representatives elected as ordinary members of the Board of Directors will be an annual fee of EUR 15 000.

The meeting also approved that part of the annual remuneration may be paid in TietoEVRY Corporation’s shares purchased from the market. An elected member of the Board of Directors may, at his/her discretion, choose from the following five alternatives:

1   No cash, 100% in shares

2   25% in cash, 75% in shares

3   50% in cash, 50% in shares

4   75% in cash, 25% in shares, or

5   100 in cash, no shares

Shares will be acquired directly on behalf of the members of the Board within two weeks from the release of the company’s interim report 1 January–31 March 2021. If the remuneration cannot be delivered at that time due to insider regulation or other justified reason, the company shall deliver shares later or pay the remuneration fully in cash.

Remuneration of the employee representatives elected as the ordinary members in the Board of Directors will be paid in cash only.

Auditor

The meeting elected the firm of authorized public accountants Deloitte Oy as the company's auditor for the financial year 2021. The auditor shall be reimbursed according to the auditor’s invoice and in compliance with the purchase principles approved by the Audit and Risk Committee.

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 number of own shares to be repurchased shall not exceed 11 800 000 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 AGM, however, no longer than until 29 April 2022.

Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance of option rights 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 number of shares to be issued based on the authorization (including shares to be issued based on the special rights) shall not exceed 11 800 000 shares, which currently corresponds to approximately 10% of all the shares in the company. However, out of the above maximum number of shares to be issued no more than 950 000 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, option rights and other 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 the next AGM, however, no longer than until 29 April 2022.

Minutes of the meeting will be available on the company’s webpages as from 8 April 2021 at the latest.

For further information, please contact:

Esa Hyttinen, Head of Corporate Governance and IPR, tel. +358 40 766 6196, firstname.lastname (at) tietoevry.com

TIETOEVRY CORPORATION 

DISTRIBUTION

NASDAQ Helsinki
Oslo Børs
Principal Media

TietoEVRY creates digital advantage for businesses and society. We are a leading digital services and software company with local presence and global capabilities. Our Nordic values and heritage steer our success.

Headquartered in Finland, TietoEVRY employs around 24 000 experts globally. The company serves thousands of enterprise and public sector customers in more than 90 countries. TietoEVRY’s annual turnover is approximately EUR 3 billion and its shares are listed on the NASDAQ in Helsinki and Stockholm as well as on the Oslo Børs. www.tietoevry.com