TietoEVRY Corporation STOCK EXCHANGE RELEASE 29 April 2020, 6.00 p.m. EEST
TietoEVRY Corporation's Annual General Meeting approved the financial statements 2019 and discharged the company's officers from liability for the financial year 2019. The meeting also approved the Remuneration Policy for the company’s governing bodies and decided to amend the Articles of Association.
The meeting decided to not distribute dividends by a decision of the Annual General Meeting. The meeting authorized the Board of Directors to decide at a later stage in its discretion on the distribution of dividend in one or several instalments up to the aggregate maximum amount of EUR 1.27 per share from the distributable funds of the company for the financial year that ended on 31 December 2019.
The authorization shall be valid until the next Annual General Meeting. Any decision by the Board of Directors to distribute a dividend based on this authorization and the applicable record date and payment schedule of such dividend payment will be published separately.
Any dividends paid on the basis of this authorization 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 ten members and re-elected the Board's current members Tomas Franzén, Salim Nathoo, Harri-Pekka Kaukonen, Timo Ahopelto, Rohan Haldea, Liselotte Hägertz Engstam, Niko Pakalén, Endre Rangnes and Leif Teksum. Katharina Mosheim was elected as a new member. Tomas Franzén was 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. Anders Palklint (deputy Robert Spinelli), Ilpo Waljus (deputy Jenni Tyynelä), Ola Hugo Jordhøy (deputy Sigve Sandvik Lærdal) and Tommy Sander Aldrin (deputy Sigmund Ørjavik) have been appointed to the Board until the Annual General Meeting 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 Annual General Meeting 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
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 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 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.
The meeting elected the firm of authorized public accountants Deloitte Oy as the company's auditor for the financial year 2020. 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 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.
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 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, 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 Annual General Meeting, however, no longer than until 30 April 2021.
Amendment to the Articles of Association
The meeting decided to amend sections 9 and 10 of the Articles of Association as follows:
“9 § Annual General Meeting
Annual General Meeting is held no later than the date determined by the Companies Act.
At the Meeting, the following shall be
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,
5. Number of members of the Board of Directors;
6. Chairperson and members of the Board of Directors, and
“10 § Place of the General Meeting
A General Meeting may, according to a decision of the Board of Directors, be held in either Helsinki or Espoo. The Board of Directors may also decide on shareholders’ participation in the General Meeting by post or telecommunications or other technical means."
There were 461 shareholders represented at the meeting representing altogether 80 549 313 shares and votes. All decisions were made without voting.
Minutes of the meeting will be available on the company’s webpages as from 13 May 2020 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 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.