Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 22 March 2016
26 January 2016
Tieto Corporation STOCK EXCHANGE RELEASE 26 January 2016, 10.00 EET
The Shareholders’ Nomination Board of Tieto Corporation proposes to the Annual General Meeting that the meeting would decide as follows:
1 Number and composition of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall have eight members and that the current Board members Kurt Jofs, Sari Pajari, Markku Pohjola, Endre Rangnes, Jonas Synnergren and Lars Wollung be re-elected and in addition Johanna Lamminen and Harri-Pekka Kaukonen are proposed to be elected as new Board members. Eva Lindqvist and Teuvo Salminen have informed that they are not available for re-election. The Shareholders’ Nomination Board proposes that Markku Pohjola shall be re-elected as the Chairman of the Board of Directors.
The term of office of the Board members ends at the close of the next Annual General Meeting. All the proposed candidates have given their consent to being elected.
Johanna Lamminen (born 1966) is the Chief Executive Officer of Gasum Oy, a Finnish company offering natural gas and biogas for energy production, industry, homes and transport. Previously, she held executive positions in Danske Bank Oyj, Evli Pankki Oyj and SSH Communications Security Oyj. Johanna has graduated as LicSc. (Tech.) from Tampere University of Technology and conducted a MBA in Helsinki University of Technology.
Harri-Pekka Kaukonen (born 1963) is the former President and CEO of Sanoma Corporation, a European media and learning company. Previously, he has acted in various positions within Fazer Group, also having served as Fazer’s Deputy CEO. Prior to that he was a partner and held various other positions at a consultant company McKinsey. By his education Harri-Pekka is DSc. (Tech.).
The biographical details of the candidates and information on their holdings shall be available on Tieto’s website at www.tieto.com/cv.
In addition to the above candidates, the company’s personnel shall appoint two members, each with a personal deputy, to the Board of Directors. The term of office for the personnel representatives is two years and Esa Koskinen (deputy Ilpo Waljus) and Anders Palklint (deputy Robert Spinelli) are appointed to the Board until the Annual General Meeting 2018.
2 Remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors will be annual fees and remain unchanged as follows: EUR 83 000 to the Chairman, EUR 52 500 to the Deputy Chairman and EUR 34 500 to the ordinary members of the Board of Directors. The same fee as to the Board Deputy Chairman will be paid to the Chairman of Board Committee unless the same individual is also the Chairman or Deputy Chairman of the Board. In addition to these fees it is proposed that the member of the Board of the Directors be paid a remuneration of EUR 800 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 Shareholders’ Nomination Board proposes 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 1 January–31 March 2016. According to the proposal, the Annual General Meeting will resolve 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. The Shareholders’ Nomination Board is of the opinion that increasing long-term shareholding of the Board members will benefit all the shareholders.
3 Shareholders’ Nomination Board
The Annual General Meeting 2010 of Tieto Corporation decided to establish a Shareholders’ Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
The Shareholders' Nomination Board comprises four members nominated by the largest shareholders and the Chairman of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish and Swedish book-entry systems on 31 August 2015.
The composition of the Shareholders’ Nomination Board having prepared the proposal for AGM 2016 is the following:
Martin Oliw, Partner, Cevian Capital AB, Kari Järvinen, Managing Director, Solidium Oy, Timo Ritakallio, President and CEO, Ilmarinen Mutual Pension Insurance Company, Timo Sallinen, Head of Listed Securities, Varma Mutual Pension Insurance Company, and Markku Pohjola, Chairman of the Board of Directors, Tieto Corporation.
The Shareholders’ Nomination Board shall report in the Annual General Meeting on how its work was conducted.
For further information, please contact: Jouko Lonka, General Counsel, tel. +358 2072 78182, +358 400 424 451, firstname.lastname (at) tieto.com
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Tieto is the largest IT services company in the Nordics providing full lifecycle IT services. We also provide global product development services for companies in the communications and embedded technologies arena. Through industry insight, technology vision, and innovative thinking, Tieto proactively strives to inspire and engage our customers in finding new ways of accelerating their business.
Building on a strong Nordic heritage, Tieto combines global capabilities with local presence. Headquartered in Helsinki, Finland, Tieto has over 13 000 experts in more than 20 countries. Turnover is approximately EUR 1.5 billion. Tieto’s shares are listed on NASDAQ in Helsinki and Stockholm. www.tieto.com