Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 20 March 2014
28 January 2014
Tieto Corporation STOCK EXCHANGE RELEASE 28 January 2014 10.00 EET
The Shareholders’ Nomination Board of Tieto Corporation proposes to the Annual General Meeting that the meeting would decide as follows:
1 Number and composition of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall have eight members and that the current Board members Kurt Jofs, Eva Lindqvist, Sari Pajari, Risto Perttunen, Markku Pohjola, Teuvo Salminen and Jonas Synnergren be re-elected and in addition Endre Rangnes is proposed to be elected as a new Board member. Ilkka Sihvo has informed that he is not available for re-election. The Shareholders’ Nomination Board proposes that Markku Pohjola shall be re-elected as the Chairman of the Board of Directors.
It was noted that the term of office of the Board members ends at the close of the next Annual General Meeting. All the proposed candidates have given their consent to being elected.
Endre Rangnes (born 1959) is the CEO of Lindorff Group, a market-leading European provider of debt-related administrative services. Previously, he has held various positions at IBM, among others the Managing Director of IBM Norway. He has also earlier acted as President of EVRY ASA, the largest IT company in Norway. He has graduated as a Bachelor of Business Administration from Oslo Business School.
The biographical details of the candidates and information on their holdings are available on Tieto’s website.
In addition to the above, the company’s personnel shall appoint two members, each with a personal deputy, to the Board of Directors. The term of office for the personnel representatives is two years and Esa Koskinen (deputy Ilpo Waljus) and Ingela Öhlund (deputy Anders Palklint) are appointed to the Board until the Annual General Meeting 2016.
2 Remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors will be annual fees and remain unchanged: EUR 72 000 to the Chairman, EUR 48 000 to the Deputy Chairman and EUR 31 500 to the ordinary members of the Board of Directors. The same fee as to the Board Deputy Chairman will be paid to the Chairman of Board Committee unless the same individual is also the Chairman or Deputy Chairman of the Board. In addition to these fees it is proposed that the member of the Board of the Directors be paid a remuneration of EUR 800 for each Board meeting and for each permanent or temporary committee meeting. It is the company’s practice not to pay fees to Board members who are also employees of the Tieto Group.
The Shareholders’ Nomination Board proposes that 40% of the fixed annual remuneration be paid in Tieto Corporation’s shares purchased from the market. The shares will be purchased within two weeks from the release of the interim report January 1 – March 31, 2014. According to the proposal, the Annual General Meeting will resolve to acquire the shares directly on behalf of the members of the Board which is an approved manner to acquire the company’s shares in accordance with the applicable insider rules. The Shareholders’ Nomination Board is of the opinion that increasing long-term shareholding of the Board members will benefit all the shareholders.
3 Shareholders’ Nomination Board
The Annual General Meeting 2010 of Tieto Corporation 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 Chairman of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish and Swedish book-entry systems on 31 August 2013.
The composition of the Shareholders’ Nomination Board having prepared the proposal for AGM 2014 is the following:
Lars Förberg, Managing Partner, Cevian Capital AG, Kari Järvinen, Managing Director, Solidium Oy, Lauri Vaittinen, Chief Securities Officer, Etera Mutual Pension Insurance Company, Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company, and Markku Pohjola, Chairman of the Board of Directors, Tieto Corporation.
The Shareholders’ Nomination Board shall report in the Annual General Meeting on how its work was conducted.
For further information, please contact: Jouko Lonka, General Counsel, tel. +358 2072 78182, +358 400 424 451,
firstname.lastname (at) tieto.com
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Tieto is the largest Nordic IT services company providing full life-cycle services for both the private and public sectors and product development services in the field of communications and embedded technologies. The company has global presence through its product development business and global delivery centres. Tieto is committed to developing enterprises and society through IT by realizing new opportunities in customers’ business transformation. At Tieto, we believe in professional development and results.
Founded 1968, headquartered in Helsinki, Finland and with approximately 15 000 experts, the company operates in over 20 countries with net sales of approximately EUR 1.8 billion. Tieto’s shares are listed on NASDAQ OMX in Helsinki and Stockholm. Please visit www.tieto.com for more information.