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Tieto’s Board of Directors convenes Annual General Meeting 2014

06 February 2014


Tieto Corporation STOCK EXCHANGE RELEASE 6 February 2014, 8.30 am EET

The Board of Directors of Tieto Corporation has resolved to convene the Annual General Meeting to be held on 20 March 2014. The Board of Directors and its Audit and Risk Committee propose to the Annual General Meeting that the meeting would decide as follows:

1 Payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.90 per share be paid from the distributable assets for the financial year that ended on 31 December 2013. The dividend shall be paid to shareholders who on the record date for the dividend payment on 25 March 2014 are recorded in the shareholders’ register held by Euroclear Finland Oy or the register of Euroclear Sweden AB. The dividend shall be paid as from 10 April 2014.

2 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 amount of own shares to be repurchased shall not exceed 7 200 000 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 30 April 2015.

3 Authorizing the Board of Directors to decide on the issuance of shares as well as options 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 amount of shares to be issued based on the authorization (including shares to be issued based on the special rights) shall not exceed 7 200 000 shares, which currently corresponds to approximately 10 % of all the shares in the company. However, out of the above maximum amount of shares to be issued no more than 700 000 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, option rights and of 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 and of 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 and on the issuance of options and other special rights entitling to shares. The authorization is effective until the next Annual General Meeting, however, no longer than until 30 April 2015.
 
 4 Remuneration and election of the auditor

The Audit and Risk Committee of the Board of Directors proposes to the Annual General Meeting 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.

The Committee proposes that the firm of authorized public accountants PricewaterhouseCoopers Oy be re-elected as the company's auditor for the financial year 2014.

The actual notice to the Annual General Meeting, including the complete proposals by the Board of Directors, its Audit and Risk Committee and the Shareholders’ Nomination Board, is scheduled to be published later today.

Helsinki, 5 February 2014

TIETO CORPORATION
Board of Directors

For further information, please contact
Jouko Lonka, General Counsel, tel. +358 20 727 8182,
+358 400 424451, firstname.lastname(at)tieto.com

TIETO CORPORATION

DISTRIBUTION
NASDAQ OMX Helsinki
NASDAQ OMX Stockholm
Principal Media

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 1.7 billion. Tieto’s shares are listed on NASDAQ OMX in Helsinki and Stockholm. Please visit www.tieto.com for more information. 


 

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