TietoEnator's annual general meeting

TietoEnator's annual general meeting TietoEnator Corporation's Annual General Meeting on 22 March 2001 approved the financial statements for 2000 and discharged the company's officers from liability for the financial year. The meeting approved a dividend of EUR 0.49/share. The dividend settlement date is 27 March 2001 and the dividend payment date is 10 April 2001. The meeting confirmed that the Board of Directors should have eight members. The following Board members were re-elected: Olof Lund, Bengt Braun, Thomas Falk, Kalevi Kontinen, Matti Lehti, Olli Martikainen, Kaj- Erik Relander 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 meeting considered the Board of Directors' proposals to the AGM (stock exchange release 15 February 2001) and 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 counter-value of 1,543,555 shares, i.e. by EUR 1,298,035.36. The amount corresponding to the reduction in share capital will be transferred from the share capital to the share premium fund. Hence, the reduction of 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 22 March 2002. 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 issue shares, option rights and convertible loans for one year from the decision of the AGM, i.e. until 22 March 2002. Based on this authorization the share capital may be increased by at most EUR 14,103,422.658. Shareholders' pre-emptive subscription rights will be disapplied with the purpose of ensuring the company's ability to develop its operations in Finland and internationally by enabling and financing the acquisition of companies and business operations and other corporate arrangements or by creating the necessary incentive schemes for personnel. Articles 9 and 10 of the Articles of Association were amended in line with changes to the Companies Act that came into force at the beginning of the year. Article 9: Summons to General Meetings: Summons to General Meetings shall be announced at least one week before the registration day for attending an Annual General Meeting specified in the Companies Act. Article 10: Registration to General Meetings: In order to be allowed to attend a General Meeting, a shareholder must inform the company of his intention to attend the meeting no later than on the day mentioned in the summons, which can be ten days before the Meeting at the earliest. It was decided to raise the share capital by altogether EUR 13,092,588.08 from EUR 69,219,077.92 to EUR 82,311,666.00 without issuing new shares. The amount corresponding to the increase in share capital, i.e. EUR 13,092,588.08, will be transferred from the share premium fund to the share capital. After this increase, each share will have a book counter-value of one euro. As a result of this funds transfer, the sum of one euro instead of the previous sum of 0.84 euros will be entered under the share capital on the subscription price of shares that may be subscribed under the company's issued warrants and option rights. The maximum increases in share capital are as follows: based on the warrants attached to the 1996 bond with warrants at most EUR 3,600,000, based on the option rights attached to the 1998 bond with warrants at most EUR 1,200,000, based on the option rights attached to the 1999/I bond with warrants at most EUR 1,400,000, based on the option rights attached to the 1999/II bond with warrants at most EUR 1,400,000, based on the 1999/2003 option rights at most EUR 231,410, and based on the option rights attached to the 2000 bond with warrants at most EUR 3,700,000. For more information: TietoEnator, General Counsel Jouko Lonka, tel. +358 9 862 62179, +358 400 424451 TIETOENATOR CORPORATION DISTRIBUTION Helsinki Exchanges Stockholm Stock Exchange Principal Media ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/03/22/20010322BIT01580/bit0001.doc http://www.bit.se/bitonline/2001/03/22/20010322BIT01580/bit0002.pdf