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2012-01-23 09:00:00 CET 2012-01-23 09:00:05 CET REGULATED INFORMATION Tieto Oyj - Company AnnouncementProposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 22 March 2012Tieto Corporation STOCK EXCHANGE RELEASE 23 January 2012, 10.00 am EET The Shareholders' Nomination Board 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 Board proposes to the Annual General Meeting that the Board of Directors shall have eight members and that the current Board members Kurt Jofs, Eva Lindqvist, Risto Perttunen, Markku Pohjola and Teuvo Salminen be re-elected and in addition, Sari Pajari, Ilkka Sihvo and Jonas Synnergren are proposed to be elected as new Board members. The current Board members Christer Gardell and Olli Riikkala have informed that they will not be available for re-election. 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. Sari Pajari (born 1968) acts currently as Senior Vice President, Business Development at M-real Corporation and is a member of the company's Corporate Management Team. She is the former CIO of Metsäliitto Group and in addition, has had various positions at IBM, PricewaterhouseCoopers and Jaakko Pöyry Consulting. She holds a Master of Science (Eng.) from Helsinki University of Technology. Ilkka Sihvo (born 1962) is the former CEO of Basware Corporation, a global leader in purchase-to pay process automation. He joined Basware in 1989 and has previously acted also inter alia as the Chairman of the Board and the CFO of the company. He has graduated as a Master of Science (Eng.) from Helsinki University of Technology and Master of Science (Econ.) from Helsinki School of Economics. Jonas Synnergren (born 1977) is a Partner at Cevian Capital and the head of Cevian's Swedish office. Cevian Capital is an active ownership investment firm focused on public companies in Europe with advisory offices in Sweden, Switzerland and the UK. Before joining Cevian, Mr. Synnergren worked at the Boston Consulting Group. He holds a Master of Science (Econ.) from Stockholm School of Economics, including studies at HEC in Paris, France. The biographical details of the candidates and information on their holdings are available on Tieto's website www.tieto.com/proposal. 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. 2 Remuneration of the Board of Directors The Shareholders' Nomination Board proposes that the remuneration of the Board of Directors be as follows: EUR 31 500 to the ordinary members of the Board of Directors, EUR 48 000 to the Deputy Chairman and EUR 72 000 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 Board 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 2012 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 Board is of the opinion that increasing long-term shareholding of the Board members will benefit all the shareholders. 3 Shareholders' Nomination Board The Annual General Meeting 2010 of Tieto Corporation decided to establish a Shareholders' Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting. The Shareholders' Nomination Board 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 2011. The composition of the Shareholders' Nomination Board preparing the proposal for AGM 2012 is the following: Lars Förberg, Cevian Capital AG, Chairman of the Shareholders' Nomination Board Kari Järvinen, Solidium Oy, Hanna Kaskela, Varma Mutual Pension Insurance Company, Marianne Nilsson, Swedbank Robur Funds AB, and Markku Pohjola, Chairman of the Board of Directors of Tieto Corporation. The Shareholders' Nomination Board shall report in the Annual General Meeting on how its work was conducted. For further information, please contact: Jouko Lonka, General Counsel, tel. +358 2072 78182, +358 400 424 451, jouko.lonka (at) 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 about 18 000 experts, we aim to become a leading service integrator creating the best service experience in IT.www.tieto.com |
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