02 March 2022
Notice is given to the shareholders of TietoEVRY Corporation (“TietoEVRY” or the "Company") to the Annual General Meeting to be held on Thursday 24 March 2022 at 4.00 p.m. (EET) at TietoEVRY’s premises, address Keilalahdentie 2-4, 02150 Espoo, Finland. In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be held without the presence of shareholders or their representatives at the meeting venue. The shareholders of the Company and their proxy representatives may participate in the Annual General Meeting and exercise their rights as shareholders only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders are presented in this notice under section C. “Instructions for the participants in the Annual General Meeting” and at www.tietoevry.com/agm.
The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the legislative act concerning temporary deviations from the Finnish Companies Act to limit the spread of the Covid-19 pandemic (375/2021), which entered into force on 8 May 2021 (the "Temporary Act"). The Company has resolved to take actions enabled by the Temporary Act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders, and that shareholders have equal opportunities to participate.
It is possible to follow the Annual General Meeting via a webcast, and the link to the webcast will be available on www.tietoevry.com/agm. Following the meeting via the webcast is not considered as an official participation in the Annual General Meeting, and it is not possible to present questions or vote via the webcast. A shareholder’s right to present questions pursuant to the Finnish Companies Act and to exercise other shareholders’ rights are possible only in advance as described below. The President and CEO will also present his review via the webcast. The CEO's review is not part of the legal materials of the Annual General Meeting but it will be made available on the Company’s website www.tietoevry.com/agm after the meeting.
After the Annual General Meeting, the webcast will continue with a separate Q&A session where shareholders can present questions to the management. Shareholders are requested to take into consideration that the Q&A session is not part of the official Annual General Meeting and questions presented in it are not questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1 Opening of the meeting
2 Calling the meeting to order
Seppo Kymäläinen, Attorney-at-law, will act as the Chairperson of the Annual General Meeting. If Seppo Kymäläinen is not able to act as Chairperson due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as Chairperson.
3 Election of person to scrutinize the minutes and to supervise the counting of votes Jussi Tokola, General Counsel, will act as the person to scrutinize the minutes and supervise the counting of votes. If Jussi Tokola is unable to act as the person to scrutinize the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as a person to confirm the minutes and supervise the counting of votes.
4 Recording the legality of the meeting
5 Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the Annual General Meeting under Chapter 5, Section 6 and Chapter 5, Section 6 a of the Finnish Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information delivered by Euroclear Finland Oy.
6 Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2021
As participation in the Annual General Meeting is possible only in advance, the annual accounts, including the report of the Board of Directors and the auditor's report, which have been published by the Company by a stock exchange release on 2 March 2022 and which are available on the Company‘s website www.tietoevry.com/agm, shall be deemed to have been presented to the Annual General Meeting.
7 Adoption of the annual accounts
8 Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
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 2021, a dividend of total EUR 1.40 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 amount of the dividend proposed by the Board of Directors exceeds the minority dividend pursuant to Chapter 13, Section 7 of the Companies Act.
9 Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10 Presentation and adoption of the Remuneration Report
As participation in the Annual General Meeting is possible only in advance, the Remuneration Report 2021 published by the Company by a stock exchange release and on the website www.tietoevry.com/agm on 2 March 2022, is deemed to have been presented to the Annual General Meeting. The Remuneration Report 2021 describes the implementation of the Company’s Remuneration Policy and provides information on the remuneration of the Company's governing bodies during the financial year 2021. The Board of Directors proposes to the Annual General Meeting that the remuneration report be approved. The resolution by the Annual General Meeting on adoption of the Remuneration Report is advisory.
11 Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors elected by the Annual General Meeting be annual fees and increased by approximately 3%. According to the proposal, the annual fees of the Board of Directors elected by the Annual General Meeting would be as follows: EUR 128 500 (2021: EUR 125 000) to the Chairperson, EUR 72 000 (2021: EUR 70 000) to the Deputy Chairperson and EUR 54 500 (2021: EUR 53 000) to the ordinary members of the Board of Directors.
In addition to these fees, it is proposed that the Chairperson of a permanent Board Committee will receive an annual fee of EUR 20 000 and a member of a permanent Board Committee an annual fee of EUR 10 000. It is also proposed that the Board 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 remuneration of the employee representatives elected as ordinary members of the Board of Directors will be an annual fee of EUR 15 000.
The Shareholders’ Nomination Board is of the opinion that further increasing the long-term shareholdings of the Board members will benefit all the shareholders. Every member elected of the Board of Directors by the Annual General Meeting is expected to accumulate, over a five-year period, 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 form of 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:
1 No cash, 100% in shares
2 25% in cash, 75% in shares
3 50% in cash, 50% in shares
4 75% in cash, 25% in shares, or
5 100% in cash, no shares.
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 2022. If the remuneration cannot be delivered at that time due to insider regulations or another justified reason, the Company shall deliver the shares later or pay the remuneration fully in cash.
Remuneration of the employee representatives elected as ordinary members of the Board of Directors will be paid in cash.
12 Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall have eight members elected by the Annual General Meeting.
13 Election of members of the Board of Directors and the Chairperson
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current Board members Timo Ahopelto, Tomas Franzén, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen, Angela Mazza Teufer, Katharina Mosheim, Niko Pakalén and Endre Rangnes be re-elected. Leif Teksum has informed that he is 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.
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.
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 to the Board of Directors and two personal deputy members. Robert Spinelli and Ilpo Waljus have been elected as members and their deputies are Sigve Sandvik Lærdal (Spinelli) and Tommy Sander Aldrin (Waljus). Their term of office ends at the close of the next Annual General Meeting.
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.
14 Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, 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.
15 Election of the auditor
The Board of Directors proposes to the Annual General Meeting, 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 2022. 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 www.tietoevry.com/agm.
16 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 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 28 April 2023.
17 Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance of option rights 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 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 Annual General Meeting, however, no longer than until 28 April 2023.
18 Amendment to the Articles of Association
On 19 January 2022, the Company published its renewed brand and identity, which included a new logo for the Company. In order to align the Company’s business name with the new brand and logo, the Board of Directors proposes to the Annual General Meeting that section 1 of the Articles of Association be amended to read as follows:
“1 § Company name and domicile
The company name in Finnish is Tietoevry Oyj, in Swedish Tietoevry Abp and in English Tietoevry Corporation.
The domicile of the company is Espoo, Finland.”
19 Closing of 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 Report 2021 of TietoEVRY Corporation, 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 www.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 7 April 2022.
C. Instructions for the participants in the Annual General Meeting
In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be held without the presence of shareholders or their representatives at the meeting venue. The shareholders of the Company and their proxy representatives may participate in the Annual General Meeting and exercise their rights as shareholders only through voting in advance as well as by making counterproposals and presenting questions in advance as instructed below.
1 Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 14 March 2022 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 may not participate in the Annual General Meeting in any other manner than by voting in advance as described below and by making counterproposals and presenting questions in advance.
2 Notice of participation and voting in advance
The registration period and advance voting period commence on 8 March 2022 at 10 a.m. (EET), when the deadline for delivering counterproposals to be put to a vote has expired. A shareholder, who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting by voting in advance, must register for the Annual General Meeting by giving a prior notice of participation and by delivering his/her votes in advance. Both the notice of participation and votes have to be received by no later than on 18 March 2022 at 4 p.m. (EET).
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 Euroclear Finland Oy will be used only in connection with the Annual General Meeting and with the processing of related registrations.
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period 8 March 2022 at 10 a.m.–18 March 2022 at 4 p.m. (EET) in the following manner:
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.
The terms and other instructions concerning the electronic voting are available on the Company’s website www.tietoevry.com/agm.
The advance voting form will be available on the Company’s website no later than on 8 March 2022 at 10 a.m. (EET). 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 Finland Oy, the delivery of the votes shall constitute due registration for the Annual General Meeting. The terms and other instructions concerning the voting by regular mail or e-mail are available on the Company’s website www.tietoevry.com/agm. Further information is available by telephone at +358 40 716 5920 during weekdays between 9 a.m.-12 noon.
3 Proxy representative and powers of attorney
Shareholders may participate in the Annual General Meeting through a proxy representative. A proxy representative of a shareholder must also vote 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. 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.
Possible proxy documents should be delivered to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the registration period by which the proxies must be received.
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.
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 14 March 2022, 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 21 March 2022 by 10 a.m. (EET). 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 21 March 2022 by 10 a.m. In addition, the account management organisation of the custodian bank must see to the voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares.
Further information on 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 14 March 2022.
Shareholders whose shares are nominee-registered 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 temporarily reregistered under their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the custodian sends the request for temporary registration to Euroclear Sweden AB on their behalf. Such reregistration must be made as of 14 March 2022 and the custodian must therefore be notified well in advance.
Also shareholders, whose share are registered in the shareholders’ register maintained by Euroclear Sweden AB may only participate in the meeting and exercise their rights as shareholders through voting in advance and by making counter-proposals and questions in advance.
Shareholders with a Swedish book-entry account can register and vote in advance on certain matters on the agenda during the period 8 March - 16 March 2022 either by regular mail or email.
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:
1 be registered in the shareholders’ register maintained by Verdipapirsentralen ASA (VPS) not later than on 14 March 2022.
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 14 March 2022 and the nominee should therefore be notified well in advance.
2 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 16 March 2022 at 16.00 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.
Also shareholders, whose share are registered in Verdipapirsentralen ASA (VPS) Securities System may only participate in the meeting and exercise their rights as shareholders through voting in advance and by making counter-proposals and questions in advance.
Further information on attending the Annual General Meeting is available on www.tietoevry.com/agm.
7 Further instructions and information
Shareholders holding at least one hundredth of all of the shares in the Company have the right to make a counterproposal to the proposals for resolutions on the agenda of the Annual General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to agm@tietoevry.com by no later than 7 March 2022 at 4 p.m. (EET). Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of his/her shareholdings. The counterproposal will be considered at the Annual General Meeting, provided that the shareholder has the right to participate in the Annual General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all of the shares in the Company on the record date of the Annual General Meeting. If the counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favour of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company‘s website www.tietoevry.com/agm by no later than 8 March 2022 at 10 a.m. (EET).
A shareholder may present questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act until 11 March 2021 by e-mail to agm@tietoevry.com or by mail to the address TietoEVRY Oyj, Legal/AGM, P.O. Box 2, FI-02101 Espoo, Finland. Such questions by shareholders, responses to such questions by the Company‘s management as well as other counterproposals than those put up to a vote on are available on the on the Company‘s website www.tietoevry.com/agm by no later than 15 March 2022. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of his/her shareholdings.
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 www.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 152 587 own shares. These shares are not entitled to exercising voting right at the meeting.
The meeting will include presentations both in Finnish and in English, and simultaneous translations will be available into English and as necessary into Finnish in the webcast. Further instructions on the webcast and other arrangements of the Annual General Meeting are available on www.tietoevry.com/agm.
2 March 2022
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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