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Proposals of the Board of Directors of Tietoevry Corporation to the Annual General Meeting to be held on 13 March 2024

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Tietoevry Corporation     STOCK EXCHANGE RELEASE     15 February 2024   9.05 a.m. EET

The Annual General Meeting (the "AGM") of Shareholders of Tietoevry Corporation (the "company") shall be held on Wednesday, 13 March 2024 at 4 p.m. (Finnish time) at the company’s premises, address Keilalahdentie 2-4, 02150 Espoo, Finland.

The company will publish the notice of the AGM on 15 February 2024, which will include more detailed information on participation in and voting at the meeting. The registration period and advance voting period for the AGM are planned to commence on 15 February 2024 at 3 p.m. (Finnish time).

In addition to the proposals of the Board of Directors presented below, the proposals by the Shareholders' Nomination Board to the AGM regarding the composition and remuneration of the Board of Directors have been disclosed by a separate stock exchange release on 25 January 2024.

1    Distribution of dividend

The Board of Directors proposes to the AGM that, based on the balance sheet to be adopted for the financial year, which ended 31 December 2023, a dividend in the total amount of EUR 1.47 per share be paid from the distributable funds of the company in two instalments as follows:

  • The first dividend instalment of EUR 0.735 per share shall be paid to shareholders who on the record date for the first dividend instalment on 15 March 2024 are registered in the shareholders’ register maintained by Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). The first dividend instalment shall be paid beginning from 3 April 2024 in accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden and the VPS.
  • The second dividend instalment of EUR 0.735 per share shall be paid to shareholders who on the record date for the second dividend instalment on 23 September 2024 are registered in the shareholders’ register maintained by Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). The second dividend instalment shall be paid beginning from 3 October 2024 in accordance with the procedures applicable to 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 company's governing bodies for the financial year 2023 and proposes that the AGM adopts the report through an advisory decision. The Remuneration Report and Remuneration Policy will be available at www.tietoevry.com/agm.

3    New Remuneration Policy

The Board of Directors presents a new Remuneration Policy for the company's governing bodies and proposes that the AGM would support it through an advisory decision. The new Remuneration Policy has been drafted for a four-year period, and it is intended to remain in effect until the AGM in 2028. The Remuneration Policy will be available at www.tietoevry.com/agm.

4    Remuneration of Auditor

The Board of Directors proposes to the AGM, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the auditor to be elected at the AGM be reimbursed according to the auditor's invoice and in compliance with the purchase principles approved by the Committee.

5    Election of the Auditor

The Board of Directors proposes to the AGM, 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 re-elected as the company's auditor for the financial year 2024. The firm of authorized public accountants Deloitte Oy has notified that APA Jukka Vattulainen will act as the auditor with principal responsibility.

The recommendation of the Audit and Risk Committee is included in the proposal of the Board of Directors that is available on tietoevry.com/agm.

6    Remuneration of the Authorized Sustainability Auditor

The company shall prepare its first sustainability report in compliance with the EU Corporate Sustainability Reporting Directive ("CSRD") and related national law for the financial year 2024. The Board of Directors proposes to the AGM, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the Authorized Sustainability Auditor to be elected at the AGM be reimbursed according to the Auditor's invoice and in compliance with the purchase principles approved by the Committee.

7    ‌Election of the Authorized Sustainability Auditor

The Board of Directors proposes to the AGM, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that Deloitte Oy be elected for the financial year 2024. Deloitte Oy has announced that APA, Authorized Sustainability Auditor (ASA) Jukka Vattulainen would act as the Authorised Sustainability Auditor.

8    Authorizing the Board of Directors to decide on the repurchase of the company's own shares

The Board of Directors proposes to the AGM 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 AGM, however, no longer than until 29 April 2025.

9    Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

The Board of Directors proposes to the AGM 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 Finnish Companies Act in one or more instalments 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 1,200,000 shares, currently corresponding to approximately 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 AGM, however, no longer than until 29 April 2025.

10  Forfeiture of the shares held in the joint account and the rights carried by the shares

The company entered its shares into the book-entry system as of 3 September 1993. In connection with entering its shares into the book-entry system, the company set up a joint book-entry account, i.e. a joint account, for the benefit of shareholders who had not registered their share ownership to the book-entry system at that time. At its Annual General Meeting on 29 March 2000, the company decided, under the Finnish Companies Act in force at the time, to sell the shares in the joint account, whereby the holders of shares that had not been converted to book-entry form at the time forfeited their rights to those shares, and such non-converted shares were sold for the benefit of their holders on 8 May 2001. The right to the proceeds from the sale of the shares expired in 2011, after which the proceeds from the sale of the shares that had not been validly claimed by the shareholders were transferred to the ownership of the company.

The company has in 1998 completed an issuance of shares without payment (bonus issuance), as a result of which shares issued in the bonus issuance were also recorded in the joint account to the extent that they were attributable to the subscription rights attached to the shares that had not been converted into book-entry form and which were later forfeited. There are still 10,560 shares in the company's joint account which, according to the information available to the company, are shares in the company issued in connection with the bonus issuance. In the understanding of the Company, the rights of the shareholders to the shares issued in the bonus issuance have been definitively forfeited and, in the understanding of the company, no claims can be made for them.

According to Chapter 3, Section 14a of the Finnish Companies Act in force, the general meeting of shareholders may decide on the forfeiture of shares belonging to the book-entry system and the rights attached to them, if the shares have not been requested to be registered within ten years of the expiry of the registration period for entering the book-entry system and the entry into force of the current Finnish Companies Act. According to Chapter 9, Article 19 of the Finnish Companies Act, the general meeting of shareholders may decide that the right to a share to be issued in a share issue without payment and the rights attached thereto are forfeited if the receipt of the share to be issued in a share issue without payment requires specific actions from the recipient, such as the presentation of a share certificate, and the share has not been so claimed even though ten years have lapsed since the registration of the decision on the share issue. Forfeited shares are subject to the provisions applicable to treasury shares held by the company.

The shares registered in the company's joint account at the date of this notice, 10,560 shares in total, correspond to approximately 0.01 % of all the shares in the company. The Board of Directors proposes that the Annual General Meeting decides on the forfeiture of the rights to all the shares entered in the joint account as well as the rights attached to such shares, to the extent that the rights have not already been forfeited under the decisions described above, if the shares have not been requested to be registered in the book-entry system in accordance with Chapter 6, Section 3 of the Act on the Book-Entry System and Settlement Activities prior to the decision by the Annual General Meeting.

 

14 February 2024

 

Tietoevry Corporation
Board of Directors

 

 

For further information, please contact:

Jussi Tokola, General Counsel, tel. +358 40 834 9376, jussi.tokola (at) tietoevry.com

 

 

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Tietoevry creates purposeful technology that reinvents the world for good. We are a leading technology company with a strong Nordic heritage and global capabilities. Based on our core values of openness, trust and diversity, we work with our customers to develop digital futures where businesses, societies, and humanity thrive.

 

Our 24,000 experts globally specialize in cloud, data, and software, serving thousands of enterprise and public-sector customers in more than 90 countries. Tietoevry’s annual turnover is approximately EUR 3 billion and the company’s shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as on Oslo Børs. www.tietoevry.com

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