TietoEVRY Corporation STOCK EXCHANGE RELEASE 8 April 2020 8.00 am EEST
Notice is hereby given to the shareholders of
Due to the coronavirus pandemic and risk of spreading the virus,
Further information on these measures is available in section C of this notice below and at www.tietoevry.com/agm.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.30 pm EEST.
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 that the Board of Directors be authorized to decide in its discretion on the distribution of dividend in one or several instalments up to the aggregate maximum amount of
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
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 available at www.tietoevry.com/agm.
11. Resolution on the remuneration of the members of the Board of Directors
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
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
The Shareholders' Nomination Board therefore proposes that part of the annual remuneration may be paid in
1 no cash 100% 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-
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,
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.
The biographical details of the candidates and information on their holdings is available on
In addition to the above candidates, the company's personnel has elected four members, each with a personal deputy, to the Board of Directors.
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
15. Election of the auditor
The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the
16. 16. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
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
18. Amendment to the Articles of Association
The Board of Directors proposes to the Annual General Meeting that sections 9 and 10 of the Articles of Association be amended to read as follows:
"9 § Annual General Meeting
1.
Annual General Meeting is held no later than the date determined by the Companies Act.
At the Meeting, the following shall be
decided
1.
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;
elected
1.
6.
Chairperson and members of the Board of Directors, and
7. Auditor."
"10 § Place of the General Meeting
A General Meeting may, according to a decision of the Board of Directors, be held in either
18.
19.
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
C. Instructions for the participants in the Annual General Meeting
1 Special instructions and precautionary measures due to the coronavirus pandemic
Due to the coronavirus pandemic and risk of spreading the virus,
Shareholders who have registered for the Annual General Meeting according to the stated date can order a personal link to the webcast by
The Annual General Meeting can be held only if the number of shareholders attending the meeting can be kept limited and the Finnish authorities' instructions be fulfilled.
It is not possible to ask questions or vote through the webcast and following the webcast without issuing a proxy is not considered participation in the General Meeting. There are presentations both in Finnish and in English at the meeting and the webcast will include interpretation.
At the meeting venue, there will be increased hygiene measures and the participation of the members of the Board of Directors, Group Leadership members and external guests is limited to the minimum. The proposed new Board member,
Persons who belong to any coronavirus risk group based on their age or medical condition or who have travelled outside of
2 Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting also by way of third-party 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.
Proxy documents should be delivered by e-mail to agm@tietoevry.com or by post to
3 Shareholders registered in the shareholders' register
Each shareholder, who is registered on
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
Such notice can be given either:
·
through
· by e-mail agm@tietoevry.com
· by phone +358 20 727 1740 (Mon-Fri
· by mail to
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 (unless the proxy service provided by the company is used) as well as the personal identification number of a proxy representative. The personal data given to
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and possible right of representation.
4 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
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register of
Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.
5 Shares registered in
A shareholder with shares registered in
1.
be registered in the shareholders' register maintained by
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
2. request temporary registration in the shareholders' register of
This temporary registration made through written request to
Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.
6 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
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
2. inform
This temporary registration made through written request to
Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.
7 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
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.
There are presentations both in Finnish and in English at the meeting and the webcast will include interpretation. More information on following the Annual General Meeting via webcast and on other meeting arrangements is available on www.tietoevry.com/agm.
Board of Directors
For further information, please contact:
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