Proposals by Tieto's Board of Directors to the Annual General Meeting to be held on 25 March 2010
(Thomson Reuters ONE) - Tieto Corporation STOCK EXCHANGE RELEASE 16 February 2010, 9.00 am EET1 Payment of dividendThe Board of Directors proposes to the Annual General Meeting that a dividend ofEUR 0.50 per share be paid from the distributable assets for the financial yearthat ended on 31 December 2009. The dividend shall be paid to shareholders whoon the record date for the dividend payment 30 March 2010 are recorded in theshareholders' register held by Euroclear Finland Ltd or the register ofEuroclear Sweden AB. It is proposed that the dividend be paid out as from 14April 2010.2 Amendment of the Company's Articles of AssociationThe Board of Directors proposes to the Annual General Meeting that Sections 7and 11 of the Articles of Association of the company be amended as follows:"7 § Notice of a General MeetingThe Notice of a General Meeting shall be issued by publishing it on thecompany's website.---11 § Voting at a General MeetingNo shareholder is allowed to vote at a General Meeting with more than one fifth(1/5) of the votes represented at the Meeting."3 Authorizing the Board of Directors to decide on the repurchase of thecompany's own sharesThe Board of Directors proposes to the Annual General Meeting that the Board ofDirectors be authorized to decide on the repurchase of the company's own sharesas follows:The amount of own shares to be repurchased shall not exceed 7 200 000 shares,which corresponds to approximately 10% of all of the shares in the company. Onlythe unrestricted equity of the company can be used to repurchase own shares onthe basis of the authorization.The company's own shares can be repurchased at a price formed in public tradingon the date of the repurchase or otherwise at a price that has otherwise beenformed on the market.The Board of Directors decides how the share repurchase will be carried out. Ownshares can be repurchased, inter alia, by using derivatives. The company's ownshares can be repurchased otherwise than in proportion to the shareholdings ofthe shareholders (directed repurchase of shares).The authorization cancels previous unused authorizations by the General Meetingto decide on the repurchase of the company's own shares.The authorization is effective until the next Annual General Meeting, however,no later than until 25 September 2011.4 Establishment of a Shareholders' Nomination CommitteeThe Board of Directors proposes to the Annual General Meeting to establish aShareholders' Nomination Committee to prepare proposals for the election andremuneration of the members of the Board of Directors to the next Annual GeneralMeeting and adopt the attached charter for the Shareholders' NominationCommittee.The Chairman of the Board of Directors shall be in charge of identifying thefour largest shareholders of the company on 30 September 2010 and ask each ofthem to nominate a member to the Shareholders' Nomination Committee. TheShareholders' Nomination Committee comprises of those four members and theChairman of the Board of Directors. The representative of the largestshareholder shall be the Chairman of the Shareholders' Nomination Committeeunless otherwise decided by the Shareholders' Nomination Committee.The right to nominate shareholder representatives shall be vested with the fourshareholders of the company having the largest share of votes in the company on30 September preceding the Annual General Meeting. Should a shareholder not wishto exercise its right to appoint a member, the right shall be transferred to thenext largest shareholder.The largest shareholders shall be determined on the basis of the shareholdingsregistered in the Finnish and Swedish book-entry systems. Shareholder, who hasdivided its ownership e.g. into a number of funds and has an obligation todisclose the shareholding under the Finnish Securities Markets Act, may requestits shareholding to be counted as one by notifying the Chairman of the Board ofDirectors of Tieto Corporation in writing by 30 September.Appendix: Charter of the Shareholders' Nomination Committee5 Donations for philanthropic purposesThe Board of Directors proposes to the Annual General Meeting to authorize theBoard of Directors to decide on a donation of a maximum amount of EUR 500 000 tobe made to Aalto University during 2010. In addition, the Board of Directorsproposes to the Annual General Meeting to authorize the Board of Directors todecide on donations to a maximum amount of EUR 100 000 to be made for otherphilanthropic or corresponding purposes during 2010 and to authorize the Boardof Directors to determine its purpose and the donee or donees in detail.Helsinki, 15 February 2010Tieto CorporationBoard of DirectorsFor further information, please contactJouko Lonka, General Counsel, tel. +358 207 268719,+358 400 424451, jouko.lonka(at)tieto.comDISTRIBUTIONNASDAQ OMX HelsinkiNASDAQ OMX StockholmPrincipal MediaTieto is an IT service company providing IT, R&D and consulting services. Withapproximately 16 000 experts, we are among the leading IT service companies inNorthern Europe and the global leader in selected segments. We specialize inareas where we have the deepest understanding of our customers' businesses andneeds. Our superior customer centricity and Nordic expertise set us apart fromour competitors.www.tieto.com Charter of the Shareholders' Nomination Committee of Tieto Corporation1 Background and purposeThe Shareholders' Nomination Committee (the "Committee") of Tieto Corporation isa body of shareholders responsible for preparing the proposals to the AnnualGeneral Meeting for the election and remuneration of the members of the Board ofDirectors.The main purpose of the Committee is to ensure that the Board of Directors andits members maintain and represent a sufficient level of knowledge andcompetence for the needs of the company and for this purpose to preparewell-founded proposals for the election and remuneration of the Board members tothe Annual General Meeting.2 Election and composition of the CommitteeThe Committee consists of five (5) members. Four members shall represent thefour shareholders who on 30 September preceding the Annual General Meetingrepresent the largest number of the votes of all shares in the company and whowish to participate in the nomination process. The Chairman of the Board ofDirectors shall be the fifth member of the Committee. The representative of thelargest shareholder shall be the Chairman of the Committee unless otherwisedecided by the Committee.The largest shareholders are determined on the basis of the shareholdingsregistered in the Finnish and Swedish book-entry systems. In case twoshareholders own an equal amount of shares and votes and representatives of bothshareholders cannot be appointed to the Committee, the decision shall be made bydrawing lots. Shareholder, who has divided its ownership e.g. into a number offunds and has an obligation to disclose the shareholding under the FinnishSecurities Markets Act, may request its shareholding to be counted as one bynotifying the Chairman of the Board of Directors of Tieto Corporation in writingby 30 September preceding the Annual General Meeting.Term of the office of the Committee expires at the closing of the first AnnualGeneral Meeting following the appointment.Should a shareholder divest more than half of its shareholding, and as result ofthe divestment no longer be amongst the ten largest shareholders of TietoCorporation, the appointed representative of such shareholder shall resign. TheCommittee may appoint a new member to replace a prematurely vacated seat. It isin the discretion of the Committee to offer a vacant seat to a shareholder ofTieto Corporation. The Committee must decide on replacements if the number ofCommittee members decreases to less than three during its term of office.3 Decision-makingThe Committee shall have a quorum when more than half of its members arepresent. No decision shall be made, unless all members have been reserved thepossibility to consider the matter and participate in the meeting.Decisions of the Committee shall be unanimous. If consensus cannot be reached,members of the Committee shall present their own proposals individually orjointly with other members of the Committee.All decisions of the Committee must be recorded in the Committee's minutes. Theminutes shall be dated and numbered and be preserved in a safe manner. Theminutes shall be signed by the Chairman together with at least one Committeemember.4 Duties of the CommitteeThe duties of the Committee shall include to: * prepare the proposal to the Annual General Meeting on matters pertaining to the remuneration of the members of the Board of Directors * prepare the proposal to the Annual General Meeting on the number of the members of the Board of Directors * prepare the proposal to the Annual General Meeting on the appointment of the members of the Board of Directors * take care of the succession planning of the members of the Board of Directors * present the proposal to the Annual General Meeting on matters pertaining to the remuneration of the members of the Board of Directors * present the proposal to the Annual General Meeting on the number of the members of the Board of Directors * present the proposal to the Annual General Meeting on the appointment of members of the Board of Directors.4.1 General rules on preparing the proposalThe proposal to be presented to the Annual General Meeting on the composition ofthe Board of Directors is prepared by the Committee. However, any shareholder ofthe company may also make such a proposal directly to the Annual GeneralMeeting.The performance of the current Board is assessed annually and the results arenotified to the Committee when preparing the proposal for the composition of thenew Board of Directors. The Committee shall take the results of the assessmentinto account in the Committee work. The Committee may also employ the servicesof an outside consultant for candidate search.4.2 QualificationsThe Board of Directors of Tieto Corporation shall be professionally competentand as a group have sufficient knowledge of and competence in the company'sfield of business and markets.In order to ensure the required competence the Committee shall take into dueconsideration the relevant legislation and requirements set out in therecommendations of the Finnish Corporate Governance Code.In particular, the Board as a group shall have sufficient knowledge of andcompetence in: * the company's field of business and markets * the management of a public limited company of corresponding size * accounting * risk management * corporate acquisitions and divestments * corporate governance.In addition to the aforementioned the Committee shall consider the independencerequirements of the Finnish Corporate Governance Code and the relevant StockExchange rules.5 Tasks of the ChairmanThe overall task of the Chairman of the Committee is to direct the activities ofthe Committee in such way that the Committee achieves its objectives efficientlyand observes the expectations of the shareholders and interests of the company.In this context the Chairman: * convenes and chairs the meetings of the Committee, and * supervises that the Committee meetings set out in the timetable are convened and convenes unscheduled meetings, if judging these to be necessary, or if requested by a Committee member, to be held within 14 days of the date of request.6 Proposals to the Annual General MeetingThe Committee shall present and explain its proposals to the Annual GeneralMeeting. The proposals shall be included in the notice of the Annual GeneralMeeting and the Committee must submit its contemplated proposals to the Board ofDirectors at the latest on 15 January preceding the Annual General Meeting.The Committee shall also provide a report on how its work was conducted.The information shall be published on the website of Tieto Corporation.7 ConfidentialityThe Committee members and shareholders they represent shall keep the informationregarding the proposals confidential until the final decision has been made bythe Committee and published by the company. The Chairman of the Committee shallhave the right at his/hers discretion to decide whether the company enters intonon-disclosure agreements with the shareholders with respect to theirrepresentative in the Committee.8 Amendments to this charter and authorizationThe Committee shall review this charter annually and propose possible changes tothe Annual General Meeting.The Committee is authorized to execute necessary technical updates andamendments to this charter.[HUG#1384760]
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Datum: 16.02.2010 - 08:05 Uhr
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