Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 21 March 2019
23 January 2019
Tieto Corporation STOCK EXCHANGE RELEASE 23 January 2019, 12.00 EET
The Shareholders’ Nomination Board of Tieto Corporation proposes to the Annual General Meeting that the meeting would decide as follows:
1 Remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors will be annual fees as follows: EUR 98 000 (current EUR 91 000) to the Chairman, EUR 58 000 (current EUR 55 000) to the Deputy Chairman and EUR 38 000 (current EUR 36 000) 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 Deputy Chairman and ordinary members of the Board of the Directors be paid 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 is of the opinion that increasing long-term shareholding of the Board members will benefit all the shareholders. Every member of the Board of Directors is expected to over a five year period accumulate a shareholding in Tieto that exceeds his/hers one-time annual remuneration.
The Shareholders’ Nomination Board therefore proposes that part of the fixed annual remuneration may be paid in Tieto Corporation’s shares purchased from the market. An elected member of the Board of Directors may, at his/her discretion, choose to receive the fee from the following five alternatives:
(i)No cash, 100 percent in shares
(ii)25 percent in cash, 75 percent in shares
(iii)50 percent in cash, 50 percent in shares
(iv)75 percent in cash, 25 percent in shares, or
(v)100 percent in cash, no shares.
The shares will be purchased in accordance with an acquisition program prepared by the company. If the remuneration cannot be paid in shares due to insider regulation, termination of the Board member’s term of office or other reason relating to the member of the Board, the remuneration shall be paid fully in cash.
2 Number of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall have eight members.
3 Composition of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current Board members Kurt Jofs, Harri-Pekka Kaukonen, Timo Ahopelto, Liselotte Hägertz Engstam, Johanna Lamminen and Endre Rangnes be re-elected and in addition, Tomas Franzén and Niko Pakalén are proposed to be elected as new Board members. Jonas Synnergren has informed that he is not available for re-election. The Shareholders’ Nomination Board proposes that Kurt Jofs shall be re-elected as the Chairman of the Board of Directors.
It was noted that 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.
Tomas Franzén (born 1962), a Swedish citizen, is a non-executive Board professional and currently acts as the Chairman of the Board at Bonnier News Group AB, Bonnier Broadcasting AB and Adlibris AB and as a Board Member of Dustin AB and Axel Johnson AB, among others. He has earlier acted as the CEO of Bonnier AB, Com Hem AB, Eniro AB and Song Networks Holding AB, among others. Tomas Franzén has a Master of Science (Eng.) education from the Linköping Institute of Technology.
Niko Pakalén (born 1986), a Finnish and Swedish citizen, is a Partner at Cevian Capital AB, investment advisor to the international investment firm, Cevian Capital. He has earlier worked as an Associate at Danske Bank Corporate Finance. Niko Pakalén holds a Master of Science (Econ.) degree from the Helsinki School of Economics.
The biographical details of the candidates and information on their holdings shall be available on Tieto’s website at www.tieto.com/cv.
It was also noted that 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 Robert Spinelli (deputy Anders Palklint) are appointed to the Board until the Annual General Meeting 2020.
4 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 2018.
The composition of the Shareholders’ Nomination Board having prepared the proposal for AGM 2019 is the following:
Martin Oliw, Partner, Cevian Capital AB,
Petter Söderström, Investment Director, Solidium Oy,
Mikko Mursula, Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company,
Satu Huber, Chief Executive Officer, Elo Mutual Pension Insurance Company, and
Kurt Jofs, 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: Esa Hyttinen, Deputy General Counsel, tel. +358 20 727 1764, +358 40 766 6196, email esa.hyttinen (at) tieto.com
Tieto aims to capture the significant opportunities of the data-driven world and turn them into lifelong value for people, business and society. We aim to be customers’ first choice for business renewal by combining our software and services capabilities with a strong drive for co-innovation and ecosystems.
Headquartered in Finland, Tieto has around 15 000 experts in close to 20 countries. Tieto’s turnover is approximately EUR 1.5 billion and shares listed on NASDAQ in Helsinki and Stockholm. www.tieto.com