Tietoevry Corporation STOCK EXCHANGE RELEASE
There were 601 shareholders represented at the meeting representing altogether 76 343 271 shares and votes. The Annual General Meeting supported all the proposals by the Shareholders' Nomination Board and the Board of Directors and approved the financial statements 2023 and discharged the company's officers from liability for the financial year 2023. The meeting also supported the new Remuneration Policy for the company's governing bodies and approved the Remuneration Report 2023 through an advisory decision. The new Remuneration Policy has been drafted for a four-year period, and it is intended to remain in effect until the Annual General Meeting in 2028.
In addition, the AGM made the following decisions:
Dividend payment
The meeting decided on a dividend of total
- The first dividend instalment of
EUR 0.735 per share shall be paid to shareholders who on the record date for the first dividend instalment on15 March 2024 are registered in the shareholders' register maintained byEuroclear Finland Oy or the registers maintained byEuroclear Sweden AB or Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). The first dividend instalment shall be paid beginning from3 April 2024 in accordance with the procedures applicable in Euroclear Finland,Euroclear Sweden and the VPS. -
The second dividend instalment of
EUR 0.735 per share shall be paid to shareholders who on the record date for the second dividend instalment on23 September 2024 are registered in the shareholders' register maintained byEuroclear Finland Oy or the registers maintained byEuroclear Sweden AB or Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). The second dividend instalment shall be paid beginning from3 October 2024 in accordance with the procedures applicable to Euroclear Finland,Euroclear Sweden and the VPS.
Dividends payable to
Board composition and remuneration
The meeting decided that the Board of Directors shall consist of nine members and re-elected the current members of the Board of Directors
In addition to the above, 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: Anders Palklint and Thomas Slettemoen with deputies Ilpo Waljus and
The meeting approved that the remuneration of the members Board of Directors elected by the Annual General Meeting will be as follows:
The meeting also approved that part of the annual remuneration may be paid in the company's shares purchased from the market. A member of the Board of Directors elected by the Annual General Meeting may, at his/her 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-
Auditor
The meeting re-elected the firm of authorized public accountants
Authorized Sustainability Auditor
The meeting elected
Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors was 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 11 800 000 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
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 was 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 11 800 000 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 1 200 000 shares, currently corresponding to approximately 1% of all of the shares in the company, may be issued 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
Forfeiture of the shares held in the joint account and the rights carried by the shares
The meeting decided on the forfeiture of the rights to all the shares entered in the joint account of the company as well as the rights attached to such shares, if the shares have not been requested to be registered in the book-entry system in accordance with Chapter 6, Section 3 of the Act on the Book-Entry System and Settlement Activities prior to the decision by the Annual General Meeting.
Forfeited shares are subject to the provisions applicable to treasury shares held by the company.
As at the date of the notice to the Annual General Meeting on
Minutes
Minutes of the meeting will be available at www.tietoevry.com/agm as from
For further information, please contact:
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