Tieto’s Board of Directors convenes Annual General Meeting 2016
Tieto Corporation STOCK EXCHANGE RELEASE 4 February 2016, 8.30 am EET
The Board of Directors of Tieto Corporation has resolved to convene the Annual General Meeting to be held on 22 March 2016. 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 1.10 per share and an additional dividend of EUR 0.25 be paid from the distributable assets for the financial year that ended on 31 December 2015. The dividend shall be paid to shareholders who on the record date for the dividend payment on 24 March 2016 are recorded in the shareholders’ register held by Euroclear Finland Oy or the register of Euroclear Sweden AB. The dividend shall be paid as from 8 April 2016.
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 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 30 April 2017.
3 Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance of 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 7 200 000 shares, which currently corresponds to approximately 10% of all the shares in the company. However, out of the above maximum amount of shares to be issued no more than 700 000 shares, currently corresponding to less than 1 % of all of the shares in the company, may be issued as part of the company’s share-based incentive programs.
The Board of Directors decides on the terms and conditions of the issuance of shares, option rights 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 the next Annual General Meeting, however, no longer than until 30 April 2017.
4 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 2016.
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 later today.
Helsinki, 3 February 2016
Tieto Corporation
Board of Directors
For further information, please contact
Jouko Lonka, General Counsel, tel. +358 20 727 8182, +358 400 424 451, firstname.lastname(at)tieto.com
DISTRIBUTION
NASDAQ Helsinki
NASDAQ Stockholm
Principal Media
Tieto is the largest IT services company in the Nordics providing full lifecycle IT services. We also provide global product development services for companies in the communications and embedded technologies arena. Through industry insight, technology vision, and innovative thinking, Tieto proactively strives to inspire and engage our customers in finding new ways of accelerating their business.
Building on a strong Nordic heritage, Tieto combines global capabilities with local presence. Headquartered in Helsinki, Finland, Tieto has over 13 000 experts in more than 20 countries. Turnover is approximately EUR 1.5 billion. Tieto’s shares are listed on NASDAQ in Helsinki and Stockholm. www.tieto.com