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2008-03-27 19:50:09 CET 2008-03-27 19:50:40 CET REGULATED INFORMATION TietoEnator Oyj - Decisions of general meetingTietoEnator Corporation's Decisions of the Annual General Meeting on 27 March 2008TietoEnator Corporation STOCK EXCHANGE RELEASE 27 March 2008, 8.45 pm EET 1 (2) TietoEnator Corporation's Annual General Meeting of Shareholders approved the financial statements for 2007, decided to distribute a dividend of 0.50 euros per share and discharged the company's officers from liability for the financial year 2007. The dividend settlement date is 1 April 2008 and the dividend will be paid as of 15 April 2008. In addition, the Annual General Meeting made the following decisions: Board composition and remuneration The meeting confirmed that the Board of Directors shall consist of eight members and re-elected the Board's current members Mariana Burenstam Linder, Bruno Bonati, Bengt Halse, Kalevi Kontinen, Matti Lehti, Olli Riikkala and Anders Ullberg. In addition, the meeting elected MSc.(Eng.),BSc.(Econ.), MBA Risto Perttunen as a new member. In addition to the above, the company's personnel shall appoint two members, each with a personal deputy, to the Board of Directors. The personnel representatives on the Board are Anders Eriksson (deputy Bo Persson) and Jari Länsivuori (deputy Esa Koskinen). At its constitutive meeting after the AGM, the Board of Directors elected Matti Lehti as its chairman and Anders Ullberg as its vice chairman. The Board also appointed a Compensation and Nomination Committee comprising Kalevi Kontinen (chairman), Bruno Bonati, Mariana Burenstam Linder and Bengt Halse, and an Audit and Risk Committee comprising Anders Ullberg (chairman), Risto Perttunen and Olli Riikkala. The Annual General Meeting approved a monthly remuneration of 2,500 euros to ordinary Board members, 3,800 euros to the vice chairman and 5,700 euros to the chairman. In addition, the Annual General Meeting approved a monthly remuneration of 3,800 euros to the chairman of each Board Committee, provided that he or she is not the chairman or the vice chairman of the Board. In addition, a remuneration of 800 euros for each Board meeting and for each permanent or temporary set Committee meeting shall be paid. It is the company's practice that TietoEnator executives and employees are not entitled to receive compensation for their participation in Board work. Auditor The meeting re-elected the firm of authorized public accountants PricewaterhouseCoopers Ltd. as the company's auditor for the 2008 financial year. Board authorization to purchase company's own shares The Board of Directors was authorized to decide on the purchase of the company's own shares on the following terms and conditions: - The company's own shares may be purchased, if necessary, in order to develop the company's capital structure; - Up to 7,202,317 shares, corresponding to one tenth (1/10) of the aggregate number of shares in the company, may be purchased; - Shares may be purchased only by using non-restricted own capital, thus, reducing the amount of non-restricted own capital and distributable funds; - Shares shall not be purchased in proportion to the holdings of shareholders but as part of public trading on Helsinki Stock Exchange; - Shares will be purchased at the market price formed during public trading; - The authorization shall be in force until the close of the next Annual General Meeting, however, until 27 September 2009 at most. Board authorization to issue shares, stock options and other rights entitling to shares The Board of Directors was authorized to decide on issues of shares, stock options and other rights entitling to shares on the following terms and conditions: - The authorization may be used to enable and finance corporate transactions and acquisitions and other co-operation arrangements; - Up to 14,404,634 new or existing shares held by the company, corresponding to one fifth (1/5) of the aggregate number of shares in the company, may be issued against consideration in one or several instalments; - The Board shall have the right to deviate from the pre-emptive right to subscription of shareholders, provided that, within the meaning set out in law, there are material financial reasons for the company; - Subscription price for the shares may be paid by contribution in kind; - The authorization shall be in force until the close of the next Annual General Meeting, however, until 27 September 2009 at most. There were 598 shareholders represented at the meeting representing altogether 24,372,782 shares and votes. The decisions were made without voting. For further information, please contact: Jouko Lonka, General Counsel, tel. +358 9 8626 2179 TIETOENATOR CORPORATION DISTRIBUTION Helsinki Stock Exchange Stockholmsbörsen Principal Media TietoEnator is among the leading architects in building a more efficient information society and one of the largest IT services providers in Europe. TietoEnator specializes in consulting, developing and hosting its customers' business operations in the digital economy. The Group's services are based on a combination of deep industry-specific expertise and the latest information technology. TietoEnator has about 16 000 experts in close to 30 countries. www.tietoenator.com |
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