TietoEnator Corporation's Annual General Meeting

TietoEnator Corporation's Annual General Meeting TietoEnator Corporation's Annual General Meeting on 21 March 2002 approved the financial statements for 2001 and discharged the company's officers from liability for the financial year. The meeting approved a dividend of 1.00 euro per share. The dividend settlement date is 26 March 2002 and the dividend payment date is 9 April 2002. The meeting confirmed that the Board of Directors should have six members. Board members Bengt Braun and Kaj-Erik Relander had announced that they would not stand for re-election owing to their other commitments. The other previous Board members were re-elected: Olof Lund, Thomas Falk, Kalevi Kontinen, Matti Lehti, Olli Martikainen and Anders Ullberg. In addition the company's personnel will elect two representatives, each with a personal deputy, to the Board of Directors. The firm of authorized public accountants Tilintarkastajien Oy - Ernst & Young and Tomi Englund, MSc (Econ.), LLM, APA, continue as the company's auditors. Jan Rönnberg, APA, was appointed as the former's deputy and Erkka Talvinko, APA, as the latter's deputy. The Board's proposals to the Annual General Meeting were published in a stock exchange release on 14 February 2002. The meeting made the following decisions: The share capital will be reduced in order to nullify the Company's own shares. The share capital will be reduced by an amount corresponding to the book value of at least 871,060 shares, i.e. by at least EUR 871,060. The amount corresponding to the reduction in share capital will be transferred from the share capital to the share premium fund. Hence, the reduction in share capital will have no effect on shareholders' equity. The Board of Directors was authorized to purchase the company's own shares on the Helsinki Exchanges to an amount not exceeding 5 % of the share capital or the total number of votes. This authorization is in force from the decision of the AGM until 21 March 2003. The company's owns shares will be purchased if necessary in order to develop the company's capital structure and to reduce its negative gearing. The Board of Directors was authorized to raise the share capital by at most EUR 16,751,469 through a rights issue, by issuing option rights and by raising convertible bond loans for one year from the close of the Annual General Meeting, i.e. until 21 March 2003. Shareholders' pre- emptive subscription rights will be disapplied with the purpose of safeguarding the company's ability to develop its operations, both in the domestic and in the international markets, in order to enable and to finance both the acquisition of companies and business operations and also other cooperative arrangements. The meeting approved the ending of the corresponding authorization granted by the Annual General Meeting in 2001 and in force until 22 March 2002. The meeting approved the proposal to offer stock options for subscription by the personnel and managers of TietoEnator Corporation and its Group and majority-owned companies based on the performance of employees, and for subscription by a wholly owned subsidiary. The warrants entitle personnel to subscribe for at most 1,800,000 shares, corresponding to an increase in the share capital of at most EUR 1,800,000. The shareholders' pre-emptive subscription right will be disapplied since the stock options are intended to form a part of the Group's management and employee incentive program. In the Board's opinion this constitutes a weighty financial reason for disapplication. The subscription price will be based on the market price of the share and is the trading volume weighted average share price between 1 February 2002 and 28 February 2002 inclusive. Further information TietoEnator Corporation, Jouko Lonka, General Counsel, +358 9 862 62179, +358 400 424451 With almost 11,000 employees and annual net sales of EUR 1.1 billion, TietoEnator is a leading supplier of high value-added IT services in Europe. TietoEnator specialises in consulting, building 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 latest information technology. www.tietoenator.com TIETOENATOR CORPORATION DISTRIBUTION Helsinki Exchanges Stockholm Stock Exchange Principal Media ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/03/21/20020321BIT01050/wkr0001.doc http://www.waymaker.net/bitonline/2002/03/21/20020321BIT01050/wkr0002.pdf