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2011-02-21 08:00:00 CET 2011-02-21 08:00:39 CET REGULATED INFORMATION Tieto Oyj - Notice to general meetingTieto Corporation Notice to the Annual General MeetingTieto Corporation Notice to the Annual General Meeting Tieto Corporation STOCK EXCHANGE RELEASE 21 February 2011, 9.00 am EET Notice is given to the shareholders of Tieto Corporation to the Annual General Meeting to be held on Thursday 24 March 2011 at 5.00 p.m. (EET) at Finlandia hall, address Mannerheimintie 13 e, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 4.00 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 2010 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 0.70 per share be paid from the distributable assets for the financial year that ended on 31 December 2010. The dividend shall be paid to shareholders who on the record date for the dividend payment 29 March 2011 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 13 April 2011. 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 Shareholders' Nomination Committee proposes to the Annual General Meeting that the remuneration to the members of the Board of Directors be unchanged, but instead of monthly fees is notified as annual fees as follows: EUR 30 000 to the ordinary members of the Board of Directors, EUR 45 600 to the Deputy Chairman and EUR 68 400 to the Chairman. The same fee as to the Board Deputy Chairman will be paid to the Chairman of a Board Committee unless the same individual is also the Chairman or Deputy 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's practice not to pay fees to Board members who are also employees of the Tieto Group. The Shareholders' Nomination Committee proposes that 40% of the fixed annual remuneration be paid in Tieto Corporation's shares purchased from the market. The shares will be purchased within two weeks from the release of the interim report January 1-March 31, 2011 of Tieto Corporation. The shares are proposed to be acquired directly on behalf of the members of the Board which is an approved manner to acquire the company's shares in accordance with the applicable insider rules. The Committee is of the opinion that increasing long-term shareholding of the Board members will benefit all the shareholders. 11 Resolution on the number of members of the Board of Directors The Shareholders' Nomination Committee proposes to the Annual General Meeting that the number of Board members be eight. 12 Election of members of the Board of Directors The Shareholders' Nomination Committee proposes to the Annual General Meeting that all the current Board members Kimmo Alkio, Christer Gardell, Kurt Jofs, Eva Lindqvist, Risto Perttunen, Markku Pohjola, Olli Riikkala and Teuvo Salminen be re-elected. The term of office of the Board members ends at the close of the next Annual General Meeting. The biographical details of the candidates and information on their holdings are available on Tieto's website (www.tieto.com/investors/governance). In addition to the above, the company's personnel shall appoint two members, each with a personal deputy, to the Board of Directors. 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 2011. 15 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 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 24 September 2012. 16 Donations for philanthropic purposes 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 150 000 to be made for philanthropic or corresponding purposes until the Annual General Meeting 2012 and to authorize the Board of Directors to determine its purpose and the donee or donees in detail. 17 Closing of the meeting B. Documents of the Annual General Meeting The proposals for the decisions on the matters on the agenda of the Annual General Meeting are available on the company's website (www.tieto.com/agm). The annual report, the report of the Board of Directors and the auditor's report of Tieto Corporation are available on the website during the week commencing on 21 February 2011. The proposals for the decisions and other above-mentioned 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 on 7 April 2011. C. Instructions for the participants in the Annual General Meeting 1 Shareholders registered in the shareholders' register Each shareholder, who is registered on 14 March 2011 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 is registered in the shareholders' register and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 21 March 2011 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@tieto.com · by phone +358 2072 65177 (Mon-Fri 8.00 a.m. - 4.00 p.m. (EET) 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. The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or 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 14 March 2011, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. 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 Ltd. at the latest by 21 March 2011 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 shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/hers custodian bank. The account management organization of the custodian bank will 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 the time stated above. Further information on these matters can 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 21 March 2011. 4 Other instructions and information 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. On the date of this notice to the Annual General Meeting 9 February 2011, 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. Coffee will be served after the meeting. Welcome! Helsinki, 9 February 2011 Tieto Corporation Board of Directors TIETO CORPORATION DISTRIBUTION NASDAQ OMX Helsinki NASDAQ OMX Stockholm Principal Media Tieto is the leading IT service company in Northern Europe providing IT and product engineering services. Our highly specialized IT solutions and services complemented by a strong technology platform create tangible business benefits for our local and global customers. As a trusted transformation partner, we are close to our customers and understand their unique needs. With more than 17 000 experts, we aim to become a leading service integrator creating the best service experience in IT. www.tieto.com [HUG#1490786] |
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