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2012-02-08 13:00:00 CET 2012-02-08 13:00:11 CET REGULATED INFORMATION Tieto Oyj - Company AnnouncementTieto’s Board of Directors convenes Annual General Meeting 2012Tieto Corporation STOCK EXCHANGE RELEASE 8 February 2012, 2.00 pm EET The Board of Directors of Tieto Corporation has resolved to convene the Annual General Meeting to be held on 22 March 2012. The Board of Directors and its Audit and Risk Committee propose to the Annual General Meeting that the meeting would decide as follows: 1 Payment of dividend The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.75 per share be paid from the distributable assets for the financial year that ended on 31 December 2011. The dividend shall be paid to shareholders who on the record date for the dividend payment, 27 March 2012, are recorded in the shareholders' register held by Euroclear Finland Ltd or the register of Euroclear Sweden AB. The dividend shall be paid as from 13 April 2012. 2 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 currently corresponds to approximately 10% of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise 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 current shareholdings of the shareholders (directed repurchase). The authorization cancels previous unused authorizations to decide on the repurchase of the company's own shares. The authorization is effective until the next Annual General Meeting, however, no longer than until 22 September 2013. 3 Authorizing the Board of Directors to decide on the issuance of shares as well as options and other special rights entitling to shares The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act in one or more tranches as follows: The amount of shares to be issued based on the authorization, including shares to be issued based on the special rights, shall not exceed 14 400 000 shares, which currently corresponds to approximately 20% of all the shares in the company. However, out of the maximum amount of shares above to be issued, no more than 2 000 000 shares, currently corresponding to approximately 2.8% of the shares in the company, may be issued as part of the company's share-based incentive programmes. The Board of Directors decides on the terms and conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive right (directed issue). The authorization cancels previous unused authorizations to decide on the issuance of shares and on the issuance of options and other special rights entitling to shares. The authorization is effective until 22 March 2017. 4 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 200 000 to be made for philanthropic or corresponding purposes until the Annual General Meeting 2013 and to authorize the Board of Directors to determine its purpose and the donee or donees in detail. 5 Remuneration and election of the auditor The Audit and Risk Committee of the Board of Directors proposes to the Annual General Meeting that the auditor to be elected at the Annual General Meeting be reimbursed according to the auditor's invoice and in compliance with the purchase principles approved by the committee. The committee proposes that the firm of authorized public accountants PricewaterhouseCoopers Oy be re-elected as the company's auditor for the financial year 2012. The actual notice to the Annual General Meeting, including the complete proposals by the Board of Directors, its Audit and Risk Committee and the Shareholders' Nomination Board, is scheduled to be published on 13 February 2012. Helsinki, 8 February 2012 Tieto Corporation Board of Directors For further information, please contact Jouko Lonka, General Counsel, tel. +358 2072 78182 +358 400 424451, firstname.lastname@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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