15 February 2023
Tietoevry Corporation Stock Exchange Release 15 February 2023 8.05 a.m. EET
The Annual General Meeting (the "AGM") of Shareholders of Tietoevry Corporation (the "company") shall be held on Thursday, 23 March 2023 at 4 p.m. (Finnish time) at the company’s premises, address Keilalahdentie 2-4, 02150 Espoo, Finland.
The company will publish the notice of the AGM on or about 1 March 2023, which will include more detailed information on participation in and voting at the meeting. The registration period and advance voting period for the AGM are planned to commence on 1 March 2023 at 10.00 a.m. (Finnish time).
In addition to the proposals of the Board of Directors presented below, the proposals by the Shareholders' Nomination Board to the AGM regarding the composition and remuneration of the Board of Directors have been disclosed by a separate stock exchange release on 31 January 2023.
The Board of Directors proposes to the AGM that, based on the balance sheet to be adopted for the financial year, which ended 31 December 2022, a dividend in the total amount of EUR 1.45 per share be paid from the distributable funds of the company in two instalments as follows:
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 presents the Remuneration Report for the financial year 2022 and proposes that the AGM adopts the report. The Remuneration Report (to be published on 1 March) and Remuneration Policy are available at www.tietoevry.com/agm. The AGM’s resolution on the adoption of the Remuneration Report is advisory.
The Board of Directors proposes to the AGM, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the auditor to be elected at the AGM be reimbursed according to the auditor's invoice and in compliance with the purchase principles approved by the Committee.
The Board of Directors proposes to the AGM, 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 re-elected as the Company's auditor for the financial year 2023. The firm of authorized public accountants Deloitte Oy has notified that APA Jukka Vattulainen will act as the auditor with principal responsibility.
The Board of Directors proposes to the AGM that the Board of Directors be authorized to decide on the repurchase of the company’s own shares as follows:
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 2024.
The Board of Directors proposes to the AGM 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 Finnish Companies Act in one or more instalments as follows:
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 AGM, however, no longer than until 29 April 2024.
In order to enable the organization of the company's general meeting, as technology develops, also when necessary, by way of a so-called remote meeting, the Board of Directors proposes to the General Meeting that § 10 of the Articles of Association be amended to read as follows:
“10 § Place of the General Meeting and method of participation
A General Meeting may, according to a decision of the Board of Directors, be held in either Helsinki or Espoo.
The Board of Directors can also decide that the General Meeting is held without a meeting place, so that the shareholders fully exercise their decision-making power referred to in the Finnish Companies Act, up-to-date with the help of a data communication connection and a technical aid during the meeting.”
14 February 2023
Board of Directors
For further information, please contact:
Esa Hyttinen, Deputy General Counsel, tel. +358 40 766 6196, email esa.hyttinen (at) tietoevry.com
Tietoevry creates purposeful technology that reinvents the world for good. We are a leading technology company with a strong Nordic heritage and global capabilities. Based on our core values of openness, trust and diversity, we work with our customers to develop digital futures where businesses, societies, and humanity thrive.
Our 24 000 experts globally specialize in cloud, data, and software, serving thousands of enterprise and public-sector customers in more than 90 countries. Tietoevry’s annual turnover is approximately EUR 3 billion and the company’s shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as on Oslo Børs. www.tietoevry.com