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2011-01-17 08:00:00 CET 2011-01-17 08:02:45 CET REGULATED INFORMATION Tieto Oyj - Company AnnouncementProposal by the Shareholders' Nomination Committee of Tieto Corporation to the Annual General Meeting to be convened on 24 March 2011Tieto Corporation STOCK EXCHANGE RELEASE 17 January 2011, 9.00 am EET The Shareholders' Nomination Committee of Tieto Corporation proposes to the Annual General Meeting that the meeting would decide as follows: 1 Number and composition of the Board of Directors The Shareholders' Nomination Committee proposes to the Annual General Meeting that the Board of Directors shall have eight members and 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. All the proposed candidates have given their consent to being elected. 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. The term of office for the personnel representatives is two years and Anders Eriksson (deputy Bo Persson) and Jari Länsivuori (deputy Esa Koskinen) continue on the Board until the Annual General Meeting in 2012. 2 Remuneration of the Board of Directors The Shareholders' Nomination Committee proposes that the remuneration 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 Vice Chairman and EUR 68 400 to the Chairman. The same fee as to the Board Vice Chairman will be paid to the Chairman of a 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'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 1 January-31 March 2011 of Tieto Corporation. According to the proposal, the Annual General Meeting will resolve to acquire the shares 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. 3 Shareholders' Nomination Committee The Annual General Meeting of Tieto Corporation decided on 25 March 2010 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. The Shareholders' Nomination Committee comprises four members nominated by the largest shareholders and the Chairman of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish and Swedish book-entry systems on 30 September 2010. The composition of the Shareholders' Nomination Committee preparing the proposal for AGM 2011 is the following: Kari Järvinen, Solidium Oy, Chairman of the Shareholders' Nomination Committee Jonas Synnergren, Cevian Capital II Master Fund L.P. Heikki Vitie, OP-Pohjola Group Central Cooperative Marianne Nilsson, Swedbank Robur Fonder AB, and Markku Pohjola, Chairman of the Board of Directors of Tieto Corporation. The committee shall report in the Annual General Meeting on how its work was conducted. The information will also be available after the meeting on Tieto's website (www.tieto.com/agm). For further information, please contact: Jouko Lonka, General Counsel, tel. +358 2072 68719, +358 400 424 451, jouko.lonka@tieto.com 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#1480050] |
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