08 April 2020
TietoEVRY Corporation STOCK EXCHANGE RELEASE 8 April 2020 8.00 am EEST
Notice is hereby given to the shareholders of TietoEVRY Corporation to the Annual General Meeting to be held on 29 April 2020 at 4.00 p.m. EET at TietoEVRY’s premises, address Keilalahdentie 2-4, 02150 Espoo, Finland.
TietoEVRY takes the coronavirus pandemic very seriously and will impose several precautionary measures to be able to hold the Annual General Meeting and to ensure the safety of the persons who have to be present at the meeting. The Annual General Meeting can be held only if the number of shareholders attending the meeting can be kept limited and the Finnish authorities’ instructions be fulfilled.
Due to the coronavirus pandemic and risk of spreading the virus, TietoEVRY strongly encourages all shareholders to follow the Annual General Meeting this year through a live webcast and exercise their voting rights by using the proxy service provided by the company instead of attending the meeting in person.
Further information on these measures is available in section C of this notice below and at www.tietoevry.com/agm.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.30 pm EEST.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that the Board of Directors be authorized to decide in its discretion on the distribution of dividend in one or several instalments up to the aggregate maximum amount of EUR 1.27 per share from the distributable funds of the company for the financial year that ended on 31 December 2019 at a later stage, because it is currently not possible to estimate the potential impact of the coronavirus pandemic on the company’s financial position. Therefore, the Board of Directors proposes to the Annual General Meeting that no dividend be distributed by a decision of the Annual General Meeting.18. Amendment to the Articles of Association
The Board of Directors proposes to the Annual General Meeting that sections 9 and 10 of the Articles of Association be amended to read as follows:
“9 § Annual General Meeting
Annual General Meeting is held no later than the date determined by the Companies Act.
At the Meeting, the following shall be
decided
1. Adoption of the annual accounts,
2. Measures called for by the profit and other non-restricted capital pursuant to the adopted balance sheet,
3. Discharge from liability of the members of the Board of Directors and the Managing Director,
4. Fees for the members of the Board of Directors and auditor,
5. Number of members of the Board of Directors;
elected
6. Chairperson and members of the Board of Directors, and
7. Auditor."
“10 § Place of the General Meeting
A General Meeting may, according to a decision of the Board of Directors, be held in either Helsinki or Espoo. The Board of Directors may also decide on shareholders’ participation in the General Meeting by post or telecommunications or other technical means."
19. Closing of the meeting
B. Documents of the Annual General Meeting
The agenda of the Annual General Meeting, the proposals of the Board of Directors and the Shareholders’ Nomination Board, this notice and the Remuneration Policy of TietoEVRY Corporation, the annual report, the report of the Board of Directors and the auditor’s report are available on the company’s website www.tietoevry.com/agm. These documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the company’s website at the latest on 13 May 2020.
C. Instructions for the participants in the Annual General Meeting
1 Special instructions and precautionary measures due to the coronavirus pandemic
Due to the coronavirus pandemic and risk of spreading the virus, TietoEVRY strongly encourages all shareholders to follow the Annual General Meeting this year through a live webcast and exercise their voting rights by using the proxy service provided by the company instead of attending the meeting in person.
Shareholders who have registered for the Annual General Meeting according to the stated date can order a personal link to the webcast by 29 April 2020 at 3.00 pm (EEST). The link to the order form can be found from www.tietoevry.com/agm. Ordering requires identification with a Finnish bank ID or a mobile certificate.
The Annual General Meeting can be held only if the number of shareholders attending the meeting can be kept limited and the Finnish authorities’ instructions be fulfilled.
It is not possible to ask questions or vote through the webcast and following the webcast without issuing a proxy is not considered participation in the General Meeting. There are presentations both in Finnish and in English at the meeting and the webcast will include interpretation.
At the meeting venue, there will be increased hygiene measures and the participation of the members of the Board of Directors, Group Leadership members and external guests is limited to the minimum. The proposed new Board member, Katharina Mosheim, will not be present at the meeting but she will be presented via the meeting materials. No coffee or refreshments are served nor giveaways whatsoever shared.
Persons who belong to any coronavirus risk group based on their age or medical condition or who have travelled outside of Finland 14 days prior to the Annual General Meeting or have any flu symptoms, are kindly requested not to attend the meeting in person.
2 Proxy representative and powers of attorney
TietoEVRY strongly encourages shareholders to exercise their voting rights by using the proxy service provided by the company. A shareholder can choose to authorize the Deputy General Counsel of TietoEVRY Corporation, Esa Hyttinen, with the power of substitution, to act as his/her proxy representative. The proxy template and more information on this option are available at www.tietoevry.com/agm.
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting also by way of third-party proxy representation. 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 documents should be delivered by e-mail to agm@tietoevry.com or by post to TietoEVRY, Legal/AGM, P.O. Box 2, FI-02101 Espoo, Finland before 20 April 2020. The original proxy document should be presented at the Annual General Meeting at the latest, if required.
3 Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 17 April 2020 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.
A shareholder, who is registered in the shareholders’ register of the company and wants to participate in the Annual General Meeting, shall register for the meeting no later than on 20 April 2020 at 3.00 pm (EEST) by giving a prior notice of participation, which must be received by the company no later than by the above mentioned time. Registrations for the cancelled General Meeting that had been convened for 26 March 2020 are not applicable in this newly convened Annual General Meeting, so also shareholders who had registered earlier are required to register again.
Such notice can be given either:
* through TietoEVRY’s website at www.tietoevry.com/agm
* by e-mail agm@tietoevry.com
* by phone +358 20 727 1740 (Mon-Fri 9.00 -12.00 am EEST) or
* by mail to TietoEVRY Corporation, Legal/AGM, P.O. Box 2, FI-02101 Espoo, Finland.
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 (unless the proxy service provided by the company is used) as well as the personal identification number of a proxy representative. The personal data given to TietoEVRY Corporation is used only in connection with the Annual General Meeting and processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and possible right of representation.
4 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 17 April 2020, 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 registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 24 April 2020 by 10 am (EEST). 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 regarding the registration in the temporary shareholders' register of TietoEVRY Corporation, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the company at the latest by 24 April 2020 by 10 am (EEST).
Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.
5 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 17 April 2020.
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 17 April 2020 and the nominee should therefore be notified well in advance.
request temporary registration in the shareholders’ register of TietoEVRY Corporation maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Euroclear Sweden AB no later than on 20 April 2020 at 15.00 Swedish time.
This temporary registration made through written request to Euroclear Sweden AB is considered a notice of attendance at the Annual General Meeting.
Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.
6 Shares registered in Verdipapirsentralen ASA (VPS)
A shareholder with shares registered in 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 Verdipapirsentralen ASA (VPS) not later than on 17 April 2020.
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 Verdipapirsentralen ASA (VPS), and procure that the nominee sends the request for temporary registration to Verdipapirsentralen ASA (VPS) on their behalf. Such reregistration must be made as of 17 April 2020 and the nominee should therefore be notified well in advance.
inform Nordea Bank Plc's branch in Norway (Nordea Bank Abp, filial i Norge, Issuer Service) of his/her participation in the Annual General Meeting and request temporary registration in the shareholders’ register of TietoEVRY Corporation maintained by Euroclear Finland Oy. The request for temporary registration shall be submitted in writing to Nordea Bank Plc's branch in Norway no later than on 17 April 2020 at 18.00 Norwegian time.
This temporary registration made through written request to Nordea Bank Plc's branch in Norway is considered a notice of attendance at the Annual General Meeting.
Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.
7 Further instructions and information
The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available at www.tietoevry.com/agm.
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 meeting.
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.
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.
There are presentations both in Finnish and in English at the meeting and the webcast will include interpretation. More information on following the Annual General Meeting via webcast and on other meeting arrangements is available on www.tietoevry.com/agm.
TietoEVRY monitors the development of the coronavirus and updates the measures based on recommendations and decisions by the authorities. Shareholders, assistants and representatives are also encouraged to follow the Finnish health authorities’ latest instructions at www.thl.fi/en/web/thlfi-en.
8 April 2020
TietoEVRY Corporation
Board of Directors
For further information, please contact:
Esa Hyttinen, Deputy General Counsel, tel. +358 40 766 6196, esa.hyttinen (at) tietoevry.com
DISTRIBUTION
NASDAQ Helsinki
Oslo Börs
Principal Media
TietoEVRY creates digital advantage for businesses and society. We are a leading digital services and software company with local presence and global capabilities. Our Nordic values and heritage steer our success.
Headquartered in Finland, TietoEVRY employs around 24 000 experts globally. The company serves thousands of enterprise and public sector customers in more than 90 countries. TietoEVRY’s annual turnover is approximately EUR 3 billion and its shares are listed on the NASDAQ in Helsinki and Stockholm as well as on the Oslo Börs, www.tietoevry.com.
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