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Notice to the Annual General Meeting of TietoEVRY Corporation

14 February 2020

Notice is given to the shareholders of TietoEVRY Corporation to the Annual General Meeting to be held on Thursday 26 March 2020 at 4.00 p.m. (EET) at TietoEVRY’s premises, address Keilalahdentie 2-4, 02150 Espoo, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.00 p.m. (EET).

A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:

  1. Opening of the meeting
     
  2. Calling the meeting to order
     
  3. Election of persons to scrutinize the minutes and to supervise the counting of votes
     
  4. Recording the legality of the meeting
     
  5. Recording the attendance at the meeting and adoption of the list of votes
     
  6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2019
    •    Review by the CEO

     
  7. Adoption of the annual accounts
     
  8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
    The Board of Directors proposes to the Annual General Meeting that, for the financial year that ended on 31 December 2019, a dividend of EUR 1.27 per share be paid from the distributable funds of the company. The Board of Directors proposes that the dividend shall be paid in two instalments as follows:
    • The first dividend instalment of EUR 0.635 per share shall be paid to shareholders who on the record date for the dividend payment on 30 March 2020 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 April 2020 in accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden and the VPS.
    • The second dividend instalment of EUR 0.635 per share shall be paid to shareholders who on the record date for the dividend payment on 30 September 2020 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 7 October 2020 in accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden and the 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.


    The Board of Directors proposes that it shall be authorised to decide on a new record date and payment date for the second dividend instalment in case the rules and guidelines of the book-entry system are changed or otherwise so require.
     
  9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
     
  10. Presentation of the Remuneration Policy
    The Board of Directors presents the Remuneration Policy and proposes the Annual General Meeting's advisory approval of the policy. The Remuneration Policy is attached to this notice.

     
  11. Resolution on the remuneration of the members of the Board of Directors
    The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors elected by the Annual General Meeting will be annual fees as follows, taking into consideration the recent merger between Tieto and EVRY: EUR 125 000 (current EUR 98 000) to the Chairperson, EUR 70 000 (current EUR 58 000) to the Deputy Chairperson and EUR 53 000 (current EUR 38 000) to the ordinary members of the Board of Directors. In addition to these fees it is proposed 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. It is also proposed that the Board members elected by the Annual General Meeting will be paid EUR 800 for each Board meeting and for each permanent or temporary committee meeting. Further, it is proposed that the remuneration for employee representatives elected as ordinary members of the Board of Directors will be an annual fee of EUR 15 000.

    The Shareholders’ Nomination Board is of the opinion that increasing long-term shareholding of the Board members will benefit all the shareholders. Every Board member elected by the Annual General Meeting is expected to over a five year period accumulate a shareholding in TietoEVRY that exceeds his/hers one-time annual remuneration.

    The Shareholders’ Nomination Board therefore proposes 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
     5)    100% in cash   no shares

    The shares will be acquired directly on behalf of the members of the Board within two weeks from the release of the interim report 1 January–31 March 2020 of TietoEVRY Corporation. If the remuneration cannot be delivered at that time due to insider regulation or other justified reason, the company shall deliver the 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.

     
  12. Resolution on the number of members of the Board of Directors
    The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall have ten members elected by the Annual General Meeting.
     
  13. Election of members of the Board of Directors and the Chairman
    The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current Board members Tomas Franzén, Salim Nathoo, Harri-Pekka Kaukonen, Timo Ahopelto, Rohan Haldea, Liselotte Hägertz Engstam, Niko Pakalén, Endre Rangnes and Leif Teksum be re-elected and in addition, Katharina Mosheim proposed to be elected as a new Board member. The Shareholders’ Nomination Board proposes that Tomas Franzén shall be re-elected as the Chairperson 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.

    Katharina Mosheim (born 1976), an Austrian citizen, is co-owner and CEO of Alpha Pianos AS which develops and produces evolutionary digital music instruments. She has earlier acted in various executive and managerial positions in Telia, Accenture and Capgemini in Norway and the Nordics, as well as Nokia Siemens Networks and Siemens Mobile Phones. Katharina Mosheim holds a Ph.D. (Business Administration) from Karl-Franzens University in Graz, Austria.

    The biographical details of the candidates and information on their holdings is available on TietoEVRY’s website at www.tietoevry.com/cv.

    In addition to the above candidates, 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) ja Ilpo Waljus (deputy Jenni Tyynelä) are appointed to the Board of Directors until the Annual General Meeting 2022.

     
  14. Resolution on the remuneration of the auditor
    The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the auditor to be elected at the Annual General Meeting be reimbursed according to the auditor's invoice and in compliance with the purchase principles approved by the Committee.

     
  15. Election of the auditor
    The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the firm of authorized public accountants Deloitte Oy be elected as the company's auditor for the financial year 2020. The firm of authorized public accountants Deloitte Oy has notified that APA Jukka Vattulainen will act as the auditor with principal responsibility.

    The Audit and Risk Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014) and arranged a selection procedure. The management of the company has comprehensively assessed the received offers against the predefined selection criteria and prepared a report for the validation of the Committee. In addition to the experience in audit of an IT group of companies similar to TietoEVRY’s business environment and pricing, the Committee has considered the quality of the services and qualifications of the audit team as well as risk related to the change of the auditor. In its recommendation to the Board of Directors, the Audit and Risk Committee placed second the firm of authorized public accountants Oy Ernst & Young Oy.

    The Audit and Risk Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.

     
  16. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
    The Board of Directors proposes to the Annual General Meeting that the Board of Directors be 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 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 Annual General Meeting, however, no longer than until 30 April 2021.

     
  17. 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 proposes to the Annual General Meeting that the Board of Directors be 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 11 800 000 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 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 as well as of 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 as well as of option rights and other 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 as well as on the issuance of option rights and other special rights entitling to shares. The authorization is effective until the next Annual General Meeting, however, no longer than until 30 April 2021.

     
  18. Closing of the meeting


B. Documents of the Annual General Meeting

The agenda of the Annual General Meeting, the proposals of the Board of Directors and the Shareholders’ Nomination Board, this notice and the Remuneration Policy of TietoEVRY Corporation are available on the company’s website www.tietoevry.com/agm. The annual report, the report of the Board of Directors and the auditor’s report are available on the website at the latest on 4 March 2020. These documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the company’s website at the latest on 9 April 2020.

C. Instructions for the participants in the Annual General Meeting

1 Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 16 March 2020 in the shareholders’ register of the company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who is registered in the shareholders’ register of the company and wants to participate in the Annual General Meeting, shall register for the meeting no later than on 20 March 2020 at 3.00 p.m. (EET) by giving a prior notice of participation, which must be received by the company no later than by the above mentioned time. Such notice can be given either:

  • through TietoEVRY’s website at www.tietoevry.com/agm
  • by e-mail agm@tieto.com
  • by phone +358 20 727 1740 (Mon-Fri 9.00 a.m.-3.00 p.m. EET) or
  • by mail to TietoEVRY Corporation, Legal/AGM, P.O. Box 2, FI-02101 Espoo, Finland.


In connection with the registration, a shareholder shall notify his/her name, personal/business identification number, address, telephone number and the name of any assistant or proxy representative as well as the personal identification number of a proxy representative. The personal data given to TietoEVRY Corporation is used only in connection with the Annual General Meeting and processing of related registrations.

The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and possible right of representation.

2 Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 16 March 2020, would be entitled to be registered in the shareholders’ register of the TietoEVRY Corporation held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 23 March 2020 by 10 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register of TietoEVRY Corporation, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the company at the latest by 23 March 2020 by 10 a.m.

Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.
 

3 Shares registered in Euroclear Sweden AB

A shareholder with shares registered in Euroclear Sweden AB’s Securities System who wishes to attend and vote at the Annual General Meeting must:

  1. be registered in the shareholders’ register maintained by Euroclear Sweden AB no later than on 16 March 2020.

    Shareholders whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders’ register of TietoEVRY Corporation maintained by Euroclear Finland Oy, request that their shares are reregistered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the request for temporary registration to Euroclear Sweden AB on their behalf. Such reregistration must be made as of 16 March 2020 and the nominee should therefore be notified well in advance.

     
  2. request temporary registration in the shareholders’ register of TietoEVRY Corporation maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Euroclear Sweden AB no later than on 17 March 2020 at 15.00 Swedish time.

    This temporary registration made through written request to Euroclear Sweden AB is considered a notice of attendance at the Annual General Meeting.

    Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.

4 Shares registered in Verdipapirsentralen ASA (VPS)

A shareholder with shares registered in Verdipapirsentralen ASA (VPS) Securities System who wishes to attend and vote at the Annual General Meeting must:

  1. be registered in the shareholders’ register maintained by Verdipapirsentralen ASA (VPS) not later than on 16 March 2020.

    Shareholders whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders’ register of TietoEVRY Corporation maintained by Euroclear Finland Oy, request that their shares are reregistered in their own names in the register of shareholders maintained by Verdipapirsentralen ASA (VPS), and procure that the nominee sends the request for temporary registration to Verdipapirsentralen ASA (VPS) on their behalf. Such reregistration must be made as of 16 March 2020 and the nominee should therefore be notified well in advance.
     
  2. inform Nordea Bank Plc's branch in Norway (Nordea Bank Abp, filial i Norge, Issuer Service) of his/her participation in the Annual General Meeting and request temporary registration in the shareholders’ register of TietoEVRY Corporation maintained by Euroclear Finland Oy. The request for temporary registration shall be submitted in writing to Nordea Bank Plc's branch in Norway no later than on 16 March 2020 at 18.00 Norwegian time.

    This temporary registration made through written request to Nordea Bank Plc's branch in Norway is considered a notice of attendance at the Annual General Meeting.

    Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.


5 Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to TietoEVRY Corporation, Legal/AGM, P.O. Box 2, FI-02101 Espoo, Finland before 20 March 2020.

6 Further instructions and information

The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available at www.tietoevry.com/agm.

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting the total number of shares and votes in TietoEVRY Corporation is 118 425 771.

Changes in shareholding after the record date of the Annual General Meeting will not affect the right to participate in the General Meeting or the number of votes of such shareholder at the Annual General Meeting.

The meeting will be conducted primarily in Finnish, and simultaneous translation will be available into English and as necessary into Finnish. Coffee will be served after the meeting.
 

Espoo, 13 February 2020

TietoEVRY Corporation
Board of Directors

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


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

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