Notice to the Annual General Meeting of Tieto Corporation

OMXTieto Corporation STOCK EXCHANGE RELEASE 14 February 2013, 8.00 am EETNotice is given to the shareholders of Tieto Corporation to the Annual GeneralMeeting to be held on Monday 25 March 2013 at 3.00 p.m. (EET) at Finlandia hall(Helsinki hall), address Mannerheimintie 13 e, 00100 Helsinki, Finland. Thereception of persons who have registered for the meeting and the distributionof voting tickets will commence at 2.00 p.m. (EET).A. Matters on the agenda of the Annual General MeetingAt the Annual General Meeting, the following matters will be considered:1 Opening of the meeting2 Calling the meeting to order3 Election of persons to scrutinize the minutes and to supervise thecounting of votes4 Recording the legality of the meeting5 Recording the attendance at the meeting and adoption of the list ofvotes6 Presentation of the annual accounts, the report of the Board ofDirectors and the auditors report for the year 2012 Review by the CEO7 Adoption of the annual accounts8 Resolution on the use of the profit shown on the balance sheet andthe payment of dividendThe Board of Directors proposes to the Annual General Meeting that a dividendof EUR 0.83 per share be paid from the distributable assets for the financialyear that ended on 31 December 2012. The dividend shall be paid to shareholderswho on the record date for the dividend payment, 28 March 2013, are recorded inthe shareholders register held by Euroclear Finland Ltd or the register ofEuroclear Sweden AB. The dividend shall be paid as from 15 April 2013.9 Resolution on the discharge of the members of the Board of Directorsand the President and CEO from liability10 Resolution on the remuneration of the members of the Board ofDirectorsThe Shareholders Nomination Board proposes that the remuneration of the Boardof Directors will be annual fees and remain unchanged: EUR 31 500 to theordinary members of the Board of Directors, EUR 48 000 to the Deputy Chairmanand EUR 72 000 to the Chairman. The same fee as to the Board Deputy Chairmanwill be paid to the chairman of Board Committee unless the same individual isalso the Chairman or Deputy Chairman of the Board. In addition to these fees itis proposed that the member of the Board of the Directors be paid aremuneration of EUR 800 for each Board meeting and for each permanent ortemporary committee meeting. It is the companys practice not to pay fees toBoard members who are also employees of the Tieto Group.The Shareholders Nomination Board proposes that 40% of the fixed annualremuneration be paid in Tieto Corporations shares purchased from the market.The shares will be purchased within two weeks from the release of the interimreport January 1 March 31 2013. According to the proposal, the Annual GeneralMeeting will resolve to acquire the shares directly on behalf of the members ofthe Board which is an approved manner to acquire the companys shares inaccordance with the applicable insider rules. The Shareholders NominationBoard is of the opinion that increasing long-term shareholding of the Boardmembers will benefit all the shareholders.11 Resolution on the number of members of the Board of DirectorsThe Shareholders Nomination Board proposes to the Annual General Meeting thatthe number of Board members be eight.12 Election of members of the Board of DirectorsThe Shareholders Nomination Board proposes to the Annual General Meeting thatthat current Board members Kurt Jofs, Eva Lindqvist, Sari Pajari, RistoPerttunen, Markku Pohjola, Teuvo Salminen, Ilkka Sihvo and Jonas Synnergren bere-elected. The term of office of the Board members ends at the close of thenext Annual General Meeting. All the proposed candidates have given theirconsent to being elected.The biographical details of the candidates and information on their holdingsare available in the section entitled Members of the Board atwww.tieto.com/about-us/management.In addition to the above, the companys personnel shall appoint two members,each with a personal deputy, to the Board of Directors. The term of office forthe personnel representatives is two years.13 Resolution on the remuneration of the auditorThe Audit and Risk Committee of the Board of Directors proposes to the AnnualGeneral Meeting that the auditor to be elected at the Annual General Meeting bereimbursed according to the auditor's invoice and in compliance with thepurchase principles approved by the committee.14 Election of auditorThe Audit and Risk Committee of the Board of Directors proposes to the AnnualGeneral meeting that the firm of authorized public accountantsPricewaterhouseCoopers Oy be re-elected as the company's auditor for thefinancial year 2013.15 Amendment of the companys Articles of AssociationThe Board of Directors proposes to the Annual General Meeting that Sections 3and 9 of the Articles of Association of the company be amended as follows:3 Board of DirectorsThe company has a Board of Directors, which consists of not less than six (6)nor more than twelve (12) members. The Chairman of the Board shall be electedby the General Meeting.The term of the members of the Board of Directors expires at the closing of thefirst Annual General Meeting following the election. Should the Chairman resignor become otherwise unable to act as the Chairman in the middle of the term,the Board of Directors shall elect a new Chairman.9 Annual General MeetingThe Annual General Meeting is held latest by the end of April on a datedetermined by the Board of Directors.At the Meeting, the following shall bedecided1 adoption of the annual accounts,2 measures called for by the profit and other non-restricted capitalpursuant to the adopted balance sheet,3 discharge from liability of the members of the Board of Directorsand the Managing Director,4 fees for the members of the Board of Directors and auditor and5 number of members of the Board of Directors,elected6 Chairman and members of the Board of Directors and7 auditor.16 Authorizing the Board of Directors to decide on the repurchase ofthe companys own sharesThe Board of Directors proposes to the Annual General Meeting that the Board ofDirectors be authorized to decide on the repurchase of the companys own sharesas 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 thecompany. Only the unrestricted equity of the company can be used to repurchaseown shares.Own shares can be repurchased at a price formed in public trading on the dateof 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 companysown shares can be repurchased otherwise than in proportion to the shareholdingsof the shareholders (directed repurchase).The authorization cancels previous unused authorizations to decide on therepurchase of the companys own shares. The authorization is effective untilthe next Annual General Meeting, however, no longer than until 25 September2014.17 Authorizing the Board of Directors to decide on the issuance ofshares as well as options and other special rights entitling to sharesThe Board of Directors proposes to the Annual General Meeting that the Board ofDirectors be authorized to decide on the issuance of shares as well as on theissuance of option rights and other special rights entitling to shares referredto in chapter 10 section 1 of the Companies Act in one or more tranches asfollows:The amount of shares to be issued based on the authorization (including sharesto 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 thecompany. However, out of the above maximum amount of shares to be issued nomore than 700 000 shares, currently corresponding to less than 1% of all of theshares in the company, may be issued as part of the companys share-basedincentive programs.The Board of Directors decides on the terms and conditions of the issuance ofshares and of special rights entitling to shares. The authorization concernsboth the issuance of new shares as well as the transfer of treasury shares. Theissuance of shares and of special rights entitling to shares may be carried outin deviation from the shareholders pre-emptive right (directed issue).The authorization cancels previous unused authorizations to decide on theissuance of shares and on the issuance of options and other special rightsentitling to shares. The authorization is effective until 25 March 2014.18 Closing of the meetingB. Documents of the Annual General MeetingThe agenda of the Annual General Meeting, the proposals of the Board ofDirectors, the Audit and Risk Committee and the Shareholders Nomination Boardand this notice are available on the companys website www.tieto.com/agm. Theannual report, the report of the Board of Directors and the auditors report ofTieto Corporation are available on the website during the week commencing on 18February 2013. These documents are also available at the meeting. Copies ofthese documents and of this notice will be sent to shareholders upon request.The minutes of the meeting will be available on the companys website latest on8 April 2013.C. Instructions for the participants in the Annual General Meeting1 The right to participate and registrationEach shareholder, who is registered on 13 March 2013 in the shareholdersregister of the company, has the right to participate in the Annual GeneralMeeting. A shareholder, whose shares are registered on his/her Finnishbook-entry account, is registered in the shareholders register of the company.A shareholder, who wishes to participate in the Annual General Meeting, mayregister for the meeting by giving a prior notice of participation no laterthan 18 March 2013 by 4.00 p.m. (EET) by which time the registration needs toarrive in the company. Such notice can be given: through Tietos website at www.tieto.com/agm by e-mail agm@tieto.com by phone +358 20 770 6863 (Mon-Fri 9.00 a.m. - 4.00 p.m. (EET)) by telefax +358 20 602 0232 or by mail to Tieto, Legal/AGM, P.O. Box 38, FI-00441 Helsinki, FinlandIn connection with the registration, a shareholder shall notify his/her name,personal identification number, address, telephone number and the name of apossible assistant or proxy representative and the personal identificationnumber of a proxy representative. The personal data given to Tieto Corporationis used only in connection with the Annual General Meeting and with theprocessing of related registrations.The shareholder, his/her authorized representative or proxy representativeshall, where necessary, be able to prove his/her identity and/or right ofrepresentation.2 Holders of nominee registered sharesA holder of nominee registered shares has the right to participate in thegeneral meeting by virtue of such shares, based on which he/she on the recorddate of the general meeting, i.e. on 13 March 2013, would be entitled to beregistered in the shareholders register of the company held by EuroclearFinland Ltd. The right to participate in the general meeting requires, inaddition, that the shareholder on the basis of such shares has been registeredinto the temporary shareholders register held by Euroclear Finland Ltd. at thelatest by 20 March 2013 by 10 a.m. (EET). As regards nominee registered sharesthis constitutes due registration for the general meeting.A holder of nominee registered shares is advised to request without delaynecessary instructions regarding the registration in the temporaryshareholders register of the company, the issuing of proxy documents andregistration for the general meeting from his/her custodian bank. The accountmanagement organization of the custodian bank has to register a holder ofnominee registered shares, who wants to participate in the general meeting,into the temporary shareholders register of the company at the latest by thetime stated above.Further information on these matters can be found on the companys website(www.tieto.com/agm).3 Proxy representative and powers of attorneyA shareholder may participate in the Annual General Meeting and exercisehis/her rights at the meeting by way of proxy representation. A proxyrepresentative shall produce a dated proxy document or otherwise in a reliablemanner demonstrate his/her right to represent the shareholder at the AnnualGeneral Meeting. When a shareholder participates in the Annual General Meetingby means of several proxy representatives representing the shareholder withshares at different securities accounts, the shares by which each proxyrepresentative represents the shareholder shall be identified in connectionwith the registration for the Annual General Meeting.Possible proxy documents should be delivered in originals to Tieto, Legal/AGM,P.O. Box 38, FI-00441 Helsinki, Finland before 18 March 2013.4 Other instructions and informationPursuant to chapter 5, section 25 of the Companies Act, a shareholder who ispresent at the Annual General Meeting has the right to request information withrespect to the matters to be considered at the meeting.On the date of this notice to the Annual General Meeting the total number ofshares and votes in Tieto Corporation is 72 492 559.The meeting will be conducted primarily in Finnish, and simultaneoustranslation will be available into English and as necessary into Finnish.Coffee will be served after the meeting.Helsinki, 5 February 2013Tieto CorporationBoard of DirectorsFor further information, please contact:Jouko Lonka, General Counsel, tel. +358 2072 78182, +358 400 424451,firstname.lastname@tieto.comTIETO CORPORATIONDISTRIBUTIONNASDAQ OMX HelsinkiNASDAQ OMX StockholmPrincipal MediaTieto is the largest Nordic IT services company providing full life-cycleservices for both private and public sectors. The company has global presencethrough its product engineering business and the global delivery centers. Tietois committed to develop enterprises and society through IT by realizing newopportunities in customers business transformation. At Tieto, we believe inprofessional development and results.Founded 1968, headquartered in Helsinki, Finland and with approximately 17 000experts, the company operates in over 20 countries with net sales atapproximately EUR 1.8 billion. Tietos shares are listed on NASDAQ OMX inHelsinki and Stockholm. Please visit www.tieto.com for more information.Copyright 2013 OMX AB (publ).