Tietoevry Corporation: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2024
Tietoevry Corporation STOCK EXCHANGE RELEASE 25 January 2024 3:15 p.m. EET
The Shareholders’ Nomination Board proposes to the Annual General Meeting 2024 that the meeting would decide as follows:
1 Remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the annual fees payable to the members of the Board of Directors elected by the Annual General Meeting be as follows:
- EUR 137 500 to the Chairperson (2023: EUR 133 000, increase of ~3.4%),
- EUR 73 500 to the Deputy Chairperson (2023: EUR 72 000, increase of ~2.1%),
- EUR 55 600 to the members (2023: EUR 54 500, increase of ~2.0%).
In addition to these fees, it is proposed that the Chairperson of a permanent Board Committee be paid an annual fee of EUR 20 000, and a member of a permanent Board Committee be paid an annual fee of EUR 10 000. It is also proposed that the members elected by the Annual General meeting will be paid EUR 800 for each Board meeting and for each permanent or temporary committee meeting. Further, it is proposed that the employee representatives elected as ordinary members of the Board of Directors be paid an annual fee of EUR 15 300 (2023: EUR 15 000, increase of 2.0%) and the employee representatives elected as deputy members of the Board of Directors be paid an annual fee of EUR 7 650 (2023: EUR 7 500, increase of 2.0%).
The Shareholders’ Nomination Board is of the opinion that increasing the long-term shareholding of the Board members will benefit all the shareholders. Every member of the Board of Directors elected by the Annual General Meeting is expected to over a five-year period accumulate a shareholding in the company that exceeds his/her one-time annual remuneration.
The Shareholders’ Nomination Board therefore proposes that part of the annual remuneration may be paid in the company’s shares purchased from the market. A member of the Board of Directors elected by the Annual General Meeting may, at his/her discretion, choose from the following five alternatives:
- No cash, 100% in shares
- 25% in cash, 75% in shares
- 50% in cash, 50% in shares
- 75% in cash, 25% in shares, or
- 100% in cash, no shares.
The shares will be acquired directly on behalf of the members of the Board within two weeks from the release of the company’s interim report 1 January–31 March 2024. If the remuneration cannot be delivered at that time due to insider regulation or other justified reason, the company shall deliver the shares later or pay the remuneration fully in cash. The remuneration of the employee representatives elected as members in the Board of Directors will be paid in cash.
2 Number of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the company’s Board of Directors shall have nine members elected by the Annual General Meeting.
3 Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors Bertil Carlsén, Elisabetta Castiglioni, Tomas Franzén, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen, Katharina Mosheim, Gustav Moss, Endre Rangnes and Petter Söderström be re-elected. All the proposed candidates have given their consent to being elected. The term of office of the members of the Board of Directors ends at the close of the next Annual General Meeting.
The Shareholders’ Nomination Board proposes that Tomas Franzén shall be re-elected as the Chairperson of the Board of Directors.
The members of the Board of Directors proposed to be re-elected are independent of the company and its major shareholders excluding Petter Söderström, who is independent of the company but not of one of its major shareholders, Solidium Oy. The biographical details of the candidates and information on their holdings are available on the company’s website.
The Shareholders’ Nomination Board has considered the composition of the Board of Directors as to its overall structure as well as the individual members' versatile and mutually complementary professional expertise and experience. The Shareholders’ Nomination Board therefore proposes that the Board of Directors is elected as a whole.
In addition to the above candidates, the company’s personnel has elected two members to the Board of Directors. Employees have elected the following persons for the term of office that ends at the close of the next Annual General Meeting: Anders Palklint and Thomas Slettemoen with deputies Ilpo Waljus and Tommy Sander Aldrin. Their term of office ends at the close of the next Annual General Meeting.
4 Shareholders’ Nomination Board
The Annual General Meeting 2010 decided to establish a Shareholders’ Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
The Shareholders' Nomination Board comprises four members nominated by the largest shareholders and the Chairperson of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish, Norwegian and Swedish book-entry systems on 31 August 2023 and received evidence thereof.
The composition of the Shareholders’ Nomination Board that prepared the proposals to the AGM 2024 is as follows:
Chairperson, Annareetta Lumme-Timonen, Investment Director, Solidium
Alexander Kopp, Investment Manager, Incentive
Alexander Svensson, Vice President, Cevian Capital
Mikko Lantto, Chief Technology and Development Officer, Ilmarinen, and
Tomas Franzén, Chairperson of the Board of Directors, Tietoevry.
The Shareholders’ Nomination Board shall report to the Annual General Meeting on how its work was conducted and present the technical updates made based on the authorization to its charter.
For further information, please contact:
Esa Hyttinen, Deputy General Counsel, tel. +358 40 766 6196, email esa.hyttinen (at) tietoevry.com
Tietoevry Corporation
DISTRIBUTION
NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
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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