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Land | Finland |
---|---|
Lista | Large Cap Helsinki |
Sektor | Tjänster |
Industri | IT-konsult & onlinetjänster |
2025-03-04 12:00:10
Tietoevry Corporation STOCK EXCHANGE RELEASE 4 March 2025 at 1 p.m. EET
Notice is given to the shareholders of Tietoevry Corporation ("Tietoevry" or the
"company") to the Annual General Meeting to be held on Tuesday 25 March 2025 at
4 p.m. (Finnish time) at Tietoevry's premises, address Keilalahdentie 2-4, 02150
Espoo, Finland. The reception of attendees who have registered for the meeting
and the distribution of voting tickets will commence at the meeting venue at 3
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 also follow the
meeting through a webcast. Additional information regarding the webcast is
presented in this notice under section C. It is not possible to present
questions, make proposals, speak or vote through the webcast, and following the
meeting through the webcast is not considered as participation in the Annual
General Meeting or exercise of shareholder rights under the Finnish Companies
Act.
Further information on the Annual General Meeting is available on the company's
website at tietoevry.com/agm.
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
3 Election of persons to scrutinize the minutes and to 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
6 Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2024
· CEO review
· The annual accounts, the report of the Board of Directors (which includes
the sustainability statement), the auditor's report and the sustainability
reporting assurance report are available on the company's website at
tietoevry.com/agm.
7 Adoption of the annual accounts
8 Resolution on the use of the profit shown on the balance sheet and the
distribution of dividend and/or return of capital
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 2024,
a total amount of EUR 1.50 per share would be distributed from the distributable
funds of the company either as dividend from retained earnings or as
distribution of funds from the reserve for invested unrestricted equity or as a
combination of these. The Board of Directors would, when implementing the
distribution, be authorized to decide whether and to what extent the
distribution is made as dividend from retained earnings and whether and to what
extent the distribution is made from the reserve for invested unrestricted
equity, and the company will publish such decisions of the Board separately. The
distribution of funds would be implemented in two instalments as follows:
· The first instalment of EUR 0.75 per share in aggregate shall be paid to
shareholders who on the record date for the first instalment on 27 March 2025
are registered in the shareholders' register maintained by Euroclear Finland Oy
or the registers maintained by Euroclear Sweden AB or Verdipapirsentralen ASA
(VPS). For shareholders whose shares are registered with Euroclear Finland Oy,
the payment date is on 3 April 2025. Outside of Finland, the first instalment is
paid to shareholders in accordance with the practices of Euroclear Sweden AB and
VPS, and may occur at a later date.
· The second instalment of EUR 0.75 per share in aggregate shall be paid to
shareholders who on the record date for the second instalment on 23 September
2025 are registered in the shareholders' register maintained by Euroclear
Finland Oy or the registers maintained by Euroclear Sweden AB or
Verdipapirsentralen ASA (VPS). For shareholders whose shares are registered with
Euroclear Finland Oy, the payment date is on 2 October 2025. Outside of Finland,
the second instalment is paid to shareholders in accordance with the practices
of Euroclear Sweden AB and VPS, and may occur at a later date.
Instalments payable to Euroclear Sweden AB-registered shares will be forwarded
by Euroclear Sweden AB and paid in Swedish crowns. Instalments 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 would also be authorized to decide, if necessary, on a
new record date and payment date for the second instalment of the distribution,
for example if the rules of Euroclear Finland Oy or statutes applicable to the
Finnish book-entry system change or otherwise so require.
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
The Board of Directors presents the Remuneration Report for the company's
governing bodies for the financial year 2024 and proposes that the Annual
General Meeting adopts the report through an advisory decision. The published
Remuneration Report and the company's current Remuneration Policy are available
on the company's website at tietoevry.com/agm.
11 Resolution on the remuneration of the members of the Board of Directors
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:
? EUR 140 200 to the Chairperson (2024: EUR 137 500, increase of
approximately 2.0%),
? EUR 75 000 to the Deputy Chairperson (2023: EUR 73 500, increase of
approximately 2.0%),
? EUR 56 700 to the ordinary members (2023: EUR 55 600, increase of
approximately 2.0%).
In addition to these fees, it is proposed that the Chairperson of a permanent
Board committee be paid, in accordance with previous practice, 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, in accordance with previous practice, 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 15 600 (2024: EUR 15 300,
increase of approximately 2.0%) and the employee representatives elected as
deputy members of the Board of Directors be paid an annual fee of EUR 7 800
(2024: EUR 7 650, increase of approximately 2.0%).
The Shareholders' Nomination Board is of the opinion that the long-term
shareholding of 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 their
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 their discretion, choose from
the following five alternatives:
· No cash, 100% in shares
· 25% in cash, 75% in shares
· 50% in cash, 50% in shares
· 75% in cash, 25% in shares, or
· 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 2025. 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 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 company's 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 members of the Board of Directors Bertil Carlsén, Elisabetta
Castiglioni, Tomas Franzén, Harri-Pekka Kaukonen, Gustav Moss and Petter
Söderström be re-elected, and Nina Bjornstad and Marianne Dahl be elected as new
members. Liselotte Hägertz Engstam and Katharina Mosheim 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. 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.
Nina Bjornstad (born 1977), a Norwegian citizen, is a professional board member
and advisor at her own company, Sway Consulting AS. With over 20 years of
experience working for technology pioneers such as Dell, Amazon, Microsoft, and
Google, she has held various roles across the US, UK, and Western Europe.
Currently, she serves as a Board member and Chairperson at BRP Systems AB and is
also a Board member of Utopi Ltd, Mace Group Ltd and Telenor ASA. Bjornstad
holds an M.Sc. in Finance and Economics from the University of Washington Foster
School of Business. She is independent of the company and its significant
shareholders. Currently, Bjornstad does not own any shares in Tietoevry.
Marianne Dahl (born 1974), a Danish citizen, is Senior Advisor with the Tech,
Media, and Telco (TMT) Practice at Boston Consulting Group. She has previously
served as Managing Director & Partner at Boston Consulting Group leading the
Nordic TMT practice, as Vice President Sales, Marketing & Operations for
Microsoft Western Europe and as Country CEO for Microsoft Denmark & Iceland.
Marianne Dahl is an experienced commercial leader with over 20 years of TMT
experience driving growth through sales, marketing, innovation, and product
development, and she has more than five years' experience serving on the boards
of public listed companies. Dahl holds a M.Sc. in Economics and Business
Administration from Aarhus University. She is independent of the company and its
significant shareholders. Currently, Dahl does not own any shares in Tietoevry.
The members of the Board of Directors proposed to be re-elected are independent
of the company and its major shareholders, excluding Petter Söderström, who is
independent of the company but not of one of its major shareholders, Solidium
Oy. The biographical details of the candidates and information on their holdings
are available on the company's website (https://www.tietoevry.com/en/investor
-relations/governance/board-of-directors/).
The Shareholders' Nomination Board has considered in their proposal the
composition of the Board of Directors as to its overall structure as well as the
individual members' versatile and mutually complementary professional expertise
and experience. The Shareholders' Nomination Board therefore proposes that the
Board of Directors is elected as a whole.
In addition to the above candidates, the company's personnel has elected two
members 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: Ilpo Waljus and Tommy Sander Aldrin with deputies Minna Kilpala and
Anders Palklint.
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 2025. Deloitte Oy has
notified the company that APA Marika Nevalainen will act as the auditor with
principal responsibility.
The Audit and Risk Committee confirms that its recommendation for the election
of the auditor is free from the influence of a third party and that the Audit
and Risk Committee has not been required to comply with a clause of the kind
referred to in paragraph 6 of Article 16 of the EU Audit Regulation (537/2014),
which would restrict the decision-making of the Annual General Meeting or the
company regarding the election of the auditor. The recommendation of the Audit
and Risk Committee is included in the proposal of the Board of Directors which
is available on the company's website at tietoevry.com/agm.
16 Remuneration of the sustainability reporting assurance provider
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 sustainability reporting assurance provider to be elected at
the Annual General Meeting be reimbursed according to the sustainability
reporting assurance provider's invoice and in compliance with the purchase
principles approved by the Committee.
17 Election of the sustainability reporting assurance provider
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 Deloitte Oy be elected as the sustainability reporting assurance
provider for the financial year 2025. Deloitte Oy has notified the company that
APA, Authorized Sustainability Auditor (ASA), Marika Nevalainen would act as the
sustainability auditor with principal responsibility.
18 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 number of own shares to be repurchased shall not exceed 11800 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 29 April 2026.
19 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 Finnish Companies Act in one or more
instalments as follows:
? The number of shares to be issued based on the authorization (including
shares to be issued based on the special rights) shall not exceed 11800 000
shares, which currently corresponds to approximately 10% of all the shares in
the company. However, out of the above maximum number of shares to be issued, no
more than 1200 000 shares, currently corresponding to approximately 1% of all of
the shares in the company, may be issued to be used 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 as well as of option rights and other 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 as well as of
option rights and other 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 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 29 April 2026.
20 Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would decide to
amend the company's Articles of Association to better reflect currently
applicable regulations and market practice. The material amendments proposed to
the Articles of Association are:
? Addition of a new Section 7 concerning the sustainability reporting
assurance provider.
? Amendment of Section 10 (current Section 9) concerning the Annual
General Meeting by adding decisions on the remuneration policy and the adoption
of the remuneration report, as well as decisions on the remuneration and
election of the sustainability reporting assurance provider as matters to be
considered at the Annual General Meeting