Tieto Corporation, Notice to the Annual General Meeting
(Thomson Reuters ONE) -
Tieto Corporation Stock Exchange Release 19 February 2010, 9.00 am EET
Notice is given to the shareholders of Tieto Corporation to the Annual General
Meeting to be held on
Thursday 25 March 2010 at 6.00 p.m. (EET) at Tieto Corporation's head office,
address Aku Korhosen tie 2-6, 00440 Helsinki, Finland. The reception of persons
who have registered for the meeting and the distribution of voting tickets will
commence at 5.00 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 2009
Review by the President and 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 a dividend of
EUR 0.50 per share be paid from the distributable assets for the financial year
that ended on 31 December 2009.The dividend shall be paid to shareholders who on
the record date for the dividend payment 30 March 2010 are recorded in the
shareholders' register held by Euroclear Finland Ltd or the register of
Euroclear Sweden AB. The dividend shall be paid out as from 14 April 2010.
9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Remuneration and Nomination Committee of the Board of Directors proposes to
the Annual General Meeting that the remuneration to the members of the Board of
Directors be unchanged as follows: monthly remuneration of EUR 2 500 to the
ordinary members of the Board of Directors, EUR 3 800 to the Vice Chairman and
EUR 5 700 to the Chairman. The same fee as to Board Vice Chairman will be paid
to the Chairman of Board Committee unless the same individual is also the
Chairman or Vice Chairman of the Board. In addition to these fees it is proposed
that the member of the Board of Directors be paid a remuneration of EUR 800 for
each board meeting and for each permanent or temporary committee meeting. It is
the company policy not to pay fees to Board members who are also employees of
Tieto Group.
11. Resolution on the number of members of the Board of Directors
The Remuneration and Nomination Committee of the Board of Directors proposes to
the Annual General Meeting that the number of Board members be eight.
12. Election of members of the Board of Directors
The Remuneration and Nomination Committee of the Board of Directors proposes to
the Annual General Meeting that the current Board members Kimmo Alkio, Risto
Perttunen, Markku Pohjola and Olli Riikkala be re-elected and in addition
Christer Gardell, Kurt Jofs, Eva Lindqvist and Teuvo Salminen are proposed to be
elected as new Board members. The current Board members Bruno Bonati, Mariana
Burenstam Linder and Anders Ullberg have informed that they will not be on hand
for re-election. The term of office of the Board members ends at the close of
the next Annual General Meeting.
Christer Gardell (born 1960) is the Founder and Managing Partner of Cevian
Capital, a fund focused on public companies in Europe with headquarter in
Stockholm, Sweden. He holds a Master of Science from Stockholm School of
Economics, including studies at the London Business School. He is currently a
Board member of Metso Corporation.
Kurt Jofs (born 1958), M.Sc. (Tech.) has an extensive experience in various
industries. During 2003-2008 he acted as Executive Vice President of Ericsson
Group and was responsible for Networks business unit. He is currently the
Chairman of the Board of Northern Hotels Holding AB and a Board member of ASA
Transport AB.
Eva Lindqvist (born 1958), M.Sc. (Eng.), MBA from Melbourne University, has held
different positions within the Ericsson Group 1981-1999. She has also had a
number of leading positions within TeliaSonera AB 2000-2007, for example, Senior
Vice President of Mobile Business and President and Head of International
Carrier. She holds various Board positions, e.g. in Schibsted ASA and Assa Abloy
AB.
Teuvo Salminen (born 1954), M.Sc. (Econ.), MBA from Helsinki School of
Economics, Authorised Public Accountant, is a Senior Advisor in Pöyry PLC and
was Deputy to the President and CEO until the end of 2009. He joined Pöyry in
1985 and has acted in various positions, inter alia, as the Chief Financial
Officer and member of the Group Executive Committee. He has been a Board Member
of CapMan Plc as from 2001 and the Vice Chairman of the Board as from 2005. As
of 1 January 2010 he was appointed Advisor at CapMan Plc. He has also been a
Board member in YIT Corporation during 2001-2009.
13. Resolution on the remuneration of the auditor
The Audit and Risk Committee of the Board of Directors proposes to the Annual
General Meeting that to the auditor to be elected be reimbursed according to the
auditor's invoice and in compliance with the purchase principles approved by the
Committee.
14. Election of auditor
The Audit and Risk Committee of the Board of Directors proposes to the Annual
General Meeting that Authorized Public Accountants PricewaterhouseCoopers Oy be
re-elected auditor of the Company for the financial year 2010.
15. Amendment of the Company's Articles of Association
The Board of Directors proposes to the Annual General Meeting that Sections 7
and 11 of the Articles of Association of the Company be amended as follows:
7 § Notice of a General Meeting
The Notice of a General Meeting shall be issued by publishing it on the
company's website.
- - -
11 § Voting at a General Meeting
No shareholder is allowed to vote at a General Meeting with more than one fifth
(1/5) of the votes represented at the Meeting.
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
7 200 000 shares, which corresponds to approximately 10% of all of the shares in
the company. Only the unrestricted equity of the company can be used to
repurchase own shares on the basis of the authorization.
The company's own shares can be repurchased at a price formed in public trading
on the date of the repurchase or otherwise at a price that has otherwise been
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 of shares).
The authorization cancels previous unused authorizations by the General Meeting
to decide on the repurchase of the company's own shares. The authorization is
effective until the next Annual General Meeting, however, no later than until
25 September 2011.
17. Establishment of a Shareholders' Nomination Committee
The Board of Directors proposes to the Annual General Meeting to establish a
Shareholders' Nomination Committee to prepare proposals for the election and
remuneration of the members of the Board of Directors to the next Annual General
Meeting and adopt the charter for the Shareholders' Nomination Committee.
The Chairman of the Board of Directors shall be in charge of identifying the
four largest shareholders of the company on 30 September 2010 and ask each of
them to nominate a member to the Shareholders' Nomination Committee. The
Shareholders' Nomination Committee comprises of those four members and the
Chairman of the Board of Directors. The representative of the largest
shareholder shall be the Chairman of the Shareholders' Nomination Committee
unless otherwise decided by the Shareholders' Nomination Committee.
The right to nominate shareholder representatives shall be vested with the four
shareholders of the company having the largest share of votes in the company on
30 September preceding the Annual General Meeting. Should a shareholder not wish
to exercise its right to appoint a member, the right shall be transferred to the
next largest shareholder.
The largest shareholders shall be determined on the basis of the shareholdings
registered in the Finnish and Swedish book-entry systems. Shareholder, who has
divided its ownership e.g. into a number of funds and has an obligation to
disclose the shareholding under the Finnish Securities Markets Act, may request
its shareholding to be counted as one by notifying the Chairman of the Board of
Directors of Tieto Corporation in writing by 30 September.
18. Donations for philanthropic purposes
The Board of Directors proposes to the Annual General Meeting to authorize the
Board of Directors to decide on a donation of a maximum amount of EUR 500 000 to
be made to Aalto University during 2010. In addition, the Board of Directors
proposes to the Annual General Meeting to authorize the Board of Directors to
decide on donations to a maximum amount of EUR 100 000 to be made for other
philanthropic or corresponding purposes during 2010 and to authorize the Board
of Directors to determine its purpose and the donee or donees in detail.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors and its Committees relating to the
agenda of the Annual General Meeting as well as this notice are available on
Company's website at www.tieto.com/agm. The annual report of Tieto Corporation,
including the Company's annual accounts, the report of the Board of Directors
and the auditor's report, is available on the above-mentioned website on 23
February 2010. The proposals of the Board of Directors and the annual accounts
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 above-mentioned website on 8 April 2010.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 15 March 2010 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. A shareholder, who wants to participate
in the Annual General Meeting, shall register for the meeting no later than 22
March 2010 by 4.00 p.m. (EET) by which the registration shall be at Tieto, by
giving a prior notice of participation. Such notice can be given:
on the company's website www.tieto.com/agm
by e-mail agm(at)tieto.com
by phone +358 2072 68140 (Mon-Fri 8.00 a.m. - 4.00 p.m. (EET)
by telefax +358 2060 20232 or
by regular mail to Tieto, Legal/AGM, P.O.Box 38, FI-00441 Helsinki, Finland
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative.
The personal data given to Tieto Corporation is used only in connection with the
Annual General Meeting and with the processing of related registrations.
Pursuant to chapter 5, section 25 of the 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.
2. Holders of nominee registered shares
A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the issuing of proxy
documents and registration for the AGM. The account management organization of
the custodian bank will register a holder of nominee registered shares, who
wants to participate in the AGM, to be temporarily entered into the Register of
Shareholders of the Company at the latest on 22 March 2010 by 10 a.m. (EET).
Further information on these matters can also be found on the company's website
www.tieto.com/agm
3. 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 Tieto, Legal/AGM,
P.O.Box 38, FI-00441 Helsinki, Finland before 22 March 2010.
4. Other instructions and information
On the date of this notice to the Annual General Meeting 15 February 2010, the
total number of shares and votes in Tieto Corporation is 72 023 173. The meeting
will be conducted in Finnish, and simultaneous translation will be available
into English.
Helsinki, 15 February 2010
Tieto Corporation
Board of Directors
For further information, please contact:
Jouko Lonka, General Counsel, tel. +358 2072 68719, +358 400 424 451,
jouko.lonka(at)tieto.com
DISTRIBUTION
NASDAQ OMX Helsinki
NASDAQ OMX Stockholm
Principal Media
Tieto is an IT service company providing IT, R&D and consulting services. With
approximately 16 000 experts, we are among the leading IT service companies in
Northern Europe and the global leader in selected segments. We specialize in
areas where we have the deepest understanding of our customers' businesses and
needs. Our superior customer centricity and Nordic expertise set us apart from
our competitors.
www.tieto.com
[HUG#1386333]
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Datum: 19.02.2010 - 02:08 Uhr
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