Proposals of the Board of Directors of TietoEVRY Corporation to the Annual General Meeting to be held on 25 March 2021

TietoEVRY Corporation Stock Exchange Release 17 February 2021 8.05 a.m. EET

The Annual General Meeting ("AGM") of Shareholders of TietoEVRY Corporation shall be held on Thursday, 25 March 2021 at 4 p.m. (Finnish time) at the company’s premises, address Keilalahdentie 2-4, 02150 Espoo, Finland. The Board of Directors of the company has decided that the AGM will be held under exceptional meeting procedures based on the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020).

The AGM will be held without the presence of shareholders or their representatives in order to hold the meeting in a predictable manner, taking into consideration the health and safety of the company's shareholders, personnel and other stakeholders. This means that the shareholders of the company and their proxy representatives may participate in the meeting and exercise their rights as shareholders only through voting in advance as well as by making counterproposals and presenting questions in advance.

The company will publish the notice to the AGM on or about 2 March 2021 with more detailed information on participation and voting at the meeting. The notice to the AGM will also include more detailed information on the presentation of counterproposals and questions. The deadline for presenting counterproposals is planned to be 5 March 2021 at 12.00 noon (Finnish time), and the deadline for presenting questions to the company's management pursuant to Chapter 5, Section 25 of the Finnish Companies Act is planned to be 11 March 2021 at 4.00 p.m. (Finnish time). The registration period and advance voting period for the AGM are planned to commence on 8 March 2021 at 10.00 a.m. (Finnish time), after the deadline for delivering counterproposals to be put to a vote has expired.

In addition to the proposals of the Board of Directors presented below, the proposals by the Shareholders' Nomination Board of TietoEVRY Corporation to the AGM regarding the composition and remuneration of the Board of Directors have been announced by a separate stock exchange release on 18 December 2020.

1 Distribution of dividend

The Board of Directors proposes to the Annual General Meeting that, based on the balance sheet to be adopted for the financial year which ended 31 December 2020, a dividend of total EUR 1.32 per share be paid from the distributable funds of the company and the payment be made in two instalments as follows:

• The first dividend instalment of EUR 0.66 per share shall be paid to shareholders who on the record date for the dividend payment on 29 March 2021 are recorded in the shareholders’ register held by Euroclear Finland Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The dividend shall be paid beginning from 8 April 2021 in accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden and the VPS.
• The second dividend instalment of EUR 0.66 per share shall be paid to shareholders who on the record date for the dividend payment on 27 September 2021 are recorded in the shareholders’ register held by Euroclear Finland Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The dividend shall be paid beginning from 6 October 2021 in accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden and the VPS.

Dividends payable to Euroclear Sweden registered shares will be forwarded by Euroclear Sweden AB and paid in Swedish crowns. Dividends payable to VPS registered shares will be forwarded by Nordea Bank Plc's branch in Norway and paid in Norwegian crowns.

2 Remuneration Report

The Board of Directors presents the Remuneration Report for the financial year 2020 and proposes the Annual General Meeting's adoption of the report. The Remuneration Report and Remuneration Policy are available at www.tietoevry.com/agm.

3 Remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, 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.

4 Election of the auditor

The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the firm of authorized public accountants Deloitte Oy be elected as the company's auditor for the financial year 2021. The firm of authorized public accountants Deloitte Oy has notified that APA Jukka Vattulainen will act as the auditor with principal responsibility.

5 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 number of own shares to be repurchased shall not exceed 11 800 000 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 29 April 2022.

6 Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance of option rights 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 number of shares to be issued based on the authorization (including shares to be issued based on the special rights) shall not exceed 11 800 000 shares, which currently corresponds to approximately 10% of all the shares in the company. However, out of the above maximum number of shares to be issued no more than 950 000 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 as well as of option rights and other 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 as well as of option rights and other 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 as well as on the issuance of option rights and other special rights entitling to shares. The authorization is effective until the next Annual General Meeting, however, no longer than until 29 April 2022.

16 February 2021

TietoEVRY Corporation
Board of Directors

For further information, please contact:
Esa Hyttinen, Head of Corporate Governance and IPR, tel. +358 20 727 1764, +358 40 766 6196, email esa.hyttinen (at) tietoevry.com

DISTRIBUTION
NASDAQ Helsinki
Oslo Børs
Principal Media

TietoEVRY creates digital advantage for businesses and society. We are a leading digital services and software company with local presence and global capabilities. Our Nordic values and heritage steer our success. 

Headquartered in Finland, TietoEVRY employs around 24 000 experts globally. The company serves thousands of enterprise and public sector customers in more than 90 countries. TietoEVRY’s annual turnover is approximately EUR 3 billion and its shares are listed on the NASDAQ in Helsinki and Stockholm as well as on the Oslo Børs. www.tietoevry.com

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