01 March 2023
Tietoevry Corporation STOCK EXCHANGE RELEASE 1 March 2023 10:00 a.m. EET
Notice is given to the shareholders of Tietoevry Corporation (“Tietoevry” or the "company") to the Annual General Meeting to be held on Thursday 23 March 2023 at 4:00 p.m. Finnish time at Tietoevry’s premises, address Keilalahdentie 2-4, 02150 Espoo, Finland. The reception of attendees who have preregistered for the meeting and the distribution of voting tickets will commence at 3:00 p.m. (Finnish time).
Shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are presented in this notice under section C.
Shareholders registered to the Annual General Meeting may follow the meeting through a webcast. Instructions regarding the webcast are presented in this notice under section C. Following the meeting through the webcast is not considered as an official participation in the Annual General Meeting, and it is not possible to present questions or vote through the webcast.
Further information on the Annual General Meeting is available on tietoevry.com/agm.
A Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
The Board of Directors proposes to the Annual General Meeting that, based on the balance sheet to be adopted for the financial year which ended 31 December 2022, a dividend of total EUR 1.45 per share be distributed from the distributable funds of the company in two instalments as follows:
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.
The Board of Directors presents the Remuneration Report for the financial year 2022 and proposes that the Annual General Meeting adopts the report. The Remuneration Report, to be published on 1 March, and Remuneration Policy are available at tietoevry.com/agm. The Annual General Meeting’s resolution on the adoption of the Remuneration Report is advisory.
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:
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 15 000 and the employee representatives elected as deputy members of the Board of Directors be paid an annual fee of EUR 7 500.
The Shareholders’ Nomination Board is of the opinion that further 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. An elected member of the Board of Directors may, at his/her discretion, choose from the following five alternatives:
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 2023. 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.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall have nine members elected by the Annual General Meeting.
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors Tomas Franzén, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen, Katharina Mosheim, and Endre Rangnes be re-elected and Bertil Carlsén, Elisabetta Castiglioni, Gustav Moss and Petter Söderström be elected as new members. Timo Ahopelto, Angela Mazza Teufer and Niko Pakalén have informed that they are not available for re-election.
The Shareholders’ Nomination Board proposes that Tomas Franzén shall be re-elected as the Chairperson of the Board of Directors.
It was noted that the term of office of the members of the Board of Directors ends at the close of the next Annual General Meeting. All the proposed candidates have given their consent to being elected.
Bertil Carlsén (born 1960), a Swedish citizen, is a professional Board member and advisor in his own company C-Partners. He has a long experience in executive positions (incl. CEO, CFO, COO) in multiple Nordic and international companies such as Enwell, Brainheart Energy Sweden, Anticimex, Polygon International, Billerud, Acando Consulting and AGA. He currently serves as a Board member and chairperson of the Audit Committee in Samhall AB and is a Council member of Skandia. Bertil Carlsén holds a M.Sc. (Econ.) from Stockholm School of Economics, Sweden. He is independent of the company and its significant shareholders. Currently, Bertil Carlsén holds 2 000 shares in Tietoevry.
Elisabetta Castiglioni (born 1964), an Italian citizen, is the CEO of A1 Digital International GmbH in Vienna, Austria. A1 Digital International is a technology service provider for IoT, cloud, network and cybersecurity. Earlier in her career she has had executive positions in Siemens and MCI International (nowadays part of Verizon). Elisabetta Castiglioni was a Supervisory Board member in Leoni AG, Euskaltel SA and Telekom Austria Group AG. She holds a Ph.D. from the Technical University of Munich and a degree in business administration from the Ludwig-Maximilians-University of Munich in Germany. She is independent of the company and its significant shareholders. Currently, Elisabetta Castiglioni does not own any shares in Tietoevry.
Gustav Moss (born 1988), a Swedish citizen, is a Partner at Cevian Capital AB and based in Stockholm (joined Cevian Capital in 2014). Gustav Moss holds an M.Sc. (Finance & Accounting) from the Stockholm School of Economics, Sweden. He is independent of the company and its significant shareholders. Currently, Gustav Moss does not own any shares in Tietoevry.
Petter Söderström (born 1976), a Finnish citizen, is an Investment Director and member of the management team at Solidium Oy since 2009. His earlier career includes executive and managerial positions mainly within investment banking at Mandatum & Co, Leimdörfer Finland and PricewaterhouseCoopers. He currently serves as a Board member in Outokumpu. Petter Söderström holds a M.Sc. (Econ.) from Hanken School of Economics, Helsinki. He is independent of the company and non-independent of a significant shareholder. Currently, he owns 50 shares in Tietoevry.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. This recommendation is based on the current Finnish market practice and the fact that at Tietoevry, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders' Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
In addition to the above candidates, the company’s personnel has elected two members, both with a personal deputy, 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: Tommy Sander Aldrin (deputy Ilpo Waljus) and Anders Palklint (deputy Thomas Slettemoen).
The biographical details of the candidates and information on their shareholdings in the company are also available on Tietoevry’s website at www.tietoevry.com/en/investor-relations/governance/board-of-directors.
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.
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 2023. 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.
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 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 2024.
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 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 2024.
In order to enable the organization of the company's general meeting, as technology develops, also when necessary, by way of a so-called remote meeting, the Board of Directors proposes to the General Meeting that § 10 of the Articles of Association be amended to read as follows:
“10 § Place of the General Meeting and method of participation
A General Meeting may, according to a decision of the Board of Directors, be held in either Helsinki or Espoo.
The Board of Directors can also decide that the General Meeting is held without a meeting place, so that the shareholders fully exercise their decision-making power referred to in the Finnish Companies Act, up-to-date with the help of a data communication connection and a technical aid during the meeting.”
B. Documents of the Annual General Meeting
The proposals for decisions relating to the agenda of the Annual General Meeting, this notice, the Remuneration Policy and the Remuneration Report 2022, as well as the annual report, the report of the Board of Directors and the auditor’s report are available on the company’s website tietoevry.com/agm. A copy of the annual report will be sent to shareholders upon request.
The minutes of the meeting will be available on the company’s website at the latest on 6 April 2023.
C. Instructions for the participants in the Annual General Meeting
1 Registration for the Annual General Meeting
Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 13 March 2023 in the shareholders’ register of the company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the shareholders’ register of the company.
The registration period commences on 1 March 2023 at 10 a.m. Finnish time. A shareholder, who is registered in the company’s shareholders’ register and who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting latest on 17 March 2023 at 4 p.m. Finnish time by which time the registration must be received. A shareholder can register either:
For natural persons, the electronic registration requires secured strong electronic authentication, and the shareholder may register by logging in with his/her Finnish online banking codes, by a mobile certificate or by a book-entry account.
For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If a shareholder that is a legal person uses the electronic Suomi.fi authorization, registration requires a strong electronic identification from the authorized person, which works with bank IDs or a mobile certificate. Further information at www.suomi.fi/e-authorizations.
In connection with the registration, a shareholder shall notify his/her name, personal/business identification number, address, telephone number and the name of any assistant or proxy representative as well as the personal identification number of a proxy representative. The personal data given to Tietoevry Corporation will only be used in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting place, if necessary.
Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 13 March 2023, would be entitled to be registered in the shareholders’ register of the Tietoevry Corporation held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy no later than on 20 March 2023 by 10 a.m. Finnish time. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions from his/her custodian bank regarding the temporary registration in the shareholders' register of Tietoevry Corporation, the issuing of proxy authorization documents and voting instructions, as well as registration for the Annual General Meeting. The account management organization of the custodian bank shall temporarily register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the shareholders’ register of the Tietoevry Corporation at the latest by 20 March 2023 by 10 a.m. and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares prior to the end of the registration period concerning holders of nominee-registered shares.
Shares registered in Euroclear Sweden AB
A shareholder with shares registered in Euroclear Sweden AB’s Securities System who wishes to attend and vote at the Annual General Meeting must be registered in the shareholders’ register maintained by Euroclear Sweden AB no later than on 15 March 2023.
Shareholders whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders’ register of Tietoevry Corporation maintained by Euroclear Finland Oy, request that their shares are reregistered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the request for temporary registration to Euroclear Sweden AB on their behalf. Such reregistration must be made as of 15 March 2023 and the nominee should therefore be notified well in advance.
Shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS)
A shareholder with shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) Securities System who wishes to attend and vote at the Annual General Meeting must be registered in the shareholders’ register maintained by Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) not later than on 13 March 2023.
Shareholders, whose shares are registered in Euronext Securities Oslo/Verdipapircentralen ASA (VPS) must request a temporary registration in the shareholders’ register of Tietoevry Corporation maintained by Euroclear Finland Oy and instruct Nordea Issuer Services to temporary register their shares in Tietoevry Corporation shareholders’ register maintained by Euroclear Finland Oy. Such reregistration must be received by Nordea Issuer Service, email nis@nordea.com no later than 13 March 2023 by 12:00 CET. The shareholders must also take care of issuing possible proxies and advance votes.
The request for temporary registration shall be submitted in writing to Nordea Issuer Services in Norway either via email to nis@nordea.com or by post to Nordea, Issuer Services, Postboks 1166, Sentrum, 0107 Oslo in order to be received no later than on 15 March 2023 at 12:00 Norwegian time. This temporary registration made through written request to Nordea Issuer Services in Norway is considered a notice of attendance at the Annual General Meeting.
2 Proxy representatives and powers of attorney
Shareholders may participate in the Annual General Meeting through a proxy representative. A proxy representative of a shareholder may also vote and in advance in the manner described in this notice.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. Proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Natural persons may appoint a proxy representative in connection with the registration to the Annual General Meeting at the company’s website tietoevry.com/agm.
A shareholder that is a legal person can also use Suomi.fi e-Authorizations service in Euroclear Finland Oy's Annual General Meeting service instead of the traditional power of attorney. In this case, the entity authorizes a proxy nominated by it in Suomi.fi e-Authorizations at www.suomi.fi/e-authorizations using the proxy “Representation at the Annual General Meeting”. In connection with Euroclear Finland Oy's Annual General Meeting service, the authorized person must identify himself or herself with strong electronic identification in connection with the registration, after which the electronic authorization will be checked automatically. Strong electronic identification works with bank IDs or mobile certificates. Further information at www.suomi.fi/e-authorizations.
Possible proxy documents should be delivered to Tietoevry Oyj, Legal/AGM, P.O. Box 2, FI-02101 Espoo, Finland or by e-mail to agm@tietoevry.com before 17 March 2023 at 16.00 Finnish time by which the proxies must be received. In addition to the delivery of proxies, the shareholder or his/her representative must take care of registering for the Annual General Meeting as described in this invitation.
3 Advance voting
Shareholders may also vote in advance on certain agenda items of the Annual General Meeting in accordance with the following instructions.
Shareholders registered in the shareholders’ register
Shareholders with a Finnish book-entry account can vote in advance on certain matters on the agenda during the period 1 March – 17 March 2023 at 4 p.m. Finnish time either:
For natural persons, the electronic advance voting requires secured strong electronic authentication, and the shareholder may register and vote by logging in with his/her Finnish online banking codes, by a mobile certificate or by a book-entry account.
For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If a shareholder that is a legal person uses the electronic Suomi.fi authorization, registration requires a strong electronic identification from the authorized person, which works with bank IDs or a mobile certificate. Further information at www.suomi.fi/e-authorizations.
A representative of the shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.
Nominee registered shareholders
For holders of nominee-registered shares, advance voting is carried out via their custodian. The custodian may cast advance votes on behalf of the holders of nominee registered shares that they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
Shares registered in Euroclear Sweden AB
Shareholders with a Swedish book-entry account can also vote in advance on certain matters on the agenda during the period 1 March – 15 March 2023 at 4 p.m. Swedish time either by regular mail or email.
A representative of the shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by delivering votes in advance to Euroclear Sweden AB, the delivery of the votes shall constitute due registration for the Annual General Meeting. Advance votes must be received within the registration period.
Shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS)
A shareholder with shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) Securities System who wishes to vote in advance on certain items on the agenda of the Annual General Meeting should send voting instructions by email to Nordea Issuer Service at nis@nordea.com no later than 13 March 2023 at 12:00 CET.
Other matter related to Advance Voting
Shareholders who have voted in advance cannot exercise their right to ask questions or demand a vote at the Annual General Meeting in accordance with the Finnish Companies Act, unless they attend the Annual General Meeting in person or by proxy representation at the meeting venue.
A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.
4 Webcast
A shareholder who has registered for the Annual General Meeting can follow the Annual General Meeting via webcast as well. When registering electronically, the shareholder must provide his/her email address, to which the webcast link and password will be sent by 22 March 2023 at the latest. A link to the webcast can be subscribed also by email to agm@tietoevry.com by 20 March 2023 at the latest. The name of the registered shareholder and his/her email address must be given in the subscription. It is recommended to log in to the webcast well in advance of the meeting's start time.
Following the meeting through the webcast is not considered as an official participation in the Annual General Meeting, and it is not possible to present questions or vote through the webcast.
5 Further instructions and information
The meeting will include presentations both in Finnish and in English, and simultaneous translations will be available into English and as necessary into Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Annual General Meeting.
Changes in shareholding after the record date of the Annual General Meeting will not affect the right to participate in the General Meeting or the number of votes of such shareholder at the Annual General Meeting.
The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available at tietoevry.com/agm.
On the date of this notice to the Annual General Meeting the total number of shares and votes in Tietoevry Corporation is 118 425 771, and the company has in its possession 337 468 own shares. These shares are not entitled to exercising voting right at the meeting.
1 March 2023
Tietoevry Corporation
Board of Directors
For further information, please contact:
Esa Hyttinen, Deputy General Counsel, tel. +358 40 766 6196, firstname.lastname (at) tietoevry.com
DISTRIBUTION
NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
Principal Media
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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