Notice is given to the shareholders of
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 follow the meeting through a webcast. Instructions regarding the webcast are presented in this notice under section C. Following the meeting through the webcast is not considered as an official participation in the Annual General Meeting, and it is not possible to present questions or vote through the webcast.
Further information on the Annual General Meeting is available on tietoevry.com/agm.
A Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2022
- CEO review
-
The annual report, the report of the Board of Directors and the auditor's report will be available on the company's website tietoevry.com/agm as of
1 March 2023 .
- Adoption of the annual accounts
- 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
- The first dividend instalment of
EUR 0.725 per share shall be paid to shareholders who on the record date for the first dividend instalment on27 March 2023 are recorded in the shareholders' register held byEuroclear Finland Oy or the registers ofEuroclear Sweden AB or Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). The first dividend instalment shall be paid beginning from5 April 2023 in accordance with the procedures applicable in Euroclear Finland,Euroclear Sweden and the VPS.
-
The second dividend instalment of
EUR 0.725 per share shall be paid to shareholders who on the record date for the second dividend instalment on25 September 2023 are recorded in the shareholders' register held by Euroclear F inland Oy or the registers ofEuroclear Sweden AB or Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). The second dividend instalment shall be paid beginning from5 October 2023 in accordance with the procedures applicable in Euroclear Finland,Euroclear Sweden and the VPS.
Dividends payable to
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability
- Presentation and adoption of the Remuneration Report
The Board of Directors presents the Remuneration Report for the financial year 2022 and proposes that the Annual General Meeting adopts the report. The Remuneration Report, to be published on 1 March, and Remuneration Policy are available at tietoevry.com/agm. The Annual General Meeting's resolution on the adoption of the Remuneration Report is advisory.
- 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 133 000 to the Chairperson (2022:EUR 128 500, increase of ~3.5%),EUR 72 000 to the Deputy Chairperson (2022:EUR 72 000, no change) andEUR 54 500 to the other members (2022:EUR 54 500, no change).
In addition to these fees, it is proposed that the Chairperson of a permanent Board Committee be paid an annual fee of
The Shareholders' Nomination Board is of the opinion that further increasing the long-term shareholding of the 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 his/her 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 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-
The remuneration of the employee representatives elected as members in the Board of Directors will be paid in cash.
- 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 nine members elected by the Annual General Meeting.
- 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
The Shareholders' Nomination Board proposes that Tomas Franzén shall be re-elected as the Chairperson of the Board of Directors.
It was noted that 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.
Bertil Carlsén (born 1960), a Swedish citizen, is a professional Board member and advisor in his own company
Elisabetta Castiglioni (born 1964), an Italian citizen, is the CEO of
Petter Söderström (born 1976), a Finnish citizen, is an Investment Director and member of the management team at
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
In addition to the above candidates, the company's personnel has elected two members, both with a personal deputy, 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:
The biographical details of the candidates and information on their shareholdings in the company are also available on
- Resolution on the remuneration of the auditor
The Board of Directors proposes to the AGM, in accordance with the recommendation of the
- Election of the auditor
The Board of Directors proposes to the AGM, in accordance with the recommendation of the
The recommendation of the
- Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes to the AGM 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 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 AGM, 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 proposes to the AGM 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 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 AGM, however, no longer than until
- Amendment to the Articles of Association
In order to enable the organization of the company's general meeting, as technology develops, also when necessary, by way of a so-called remote meeting, the Board of Directors proposes to the General Meeting that § 10 of the Articles of Association be amended to read as follows:
"10 § Place of the General Meeting and method of participation
A General Meeting may, according to a decision of the Board of Directors, be held in either
The Board of Directors can also decide that the General Meeting is held without a meeting place, so that the shareholders fully exercise their decision-making power referred to in the Finnish Companies Act, up-to-date with the help of a data communication connection and a technical aid during the meeting."
- 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 Policy and the Remuneration Report 2022, 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 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
C. Instructions for the participants in the Annual General Meeting
1 Registration for the Annual General Meeting
Shareholders registered in the shareholders' register
Each shareholder, who is registered on
The registration period commences on
- on the website: tietoevry.com/agm
For natural persons, the electronic registration requires secured strong electronic authentication, and the shareholder may register by logging in with his/her Finnish online banking codes, by a mobile certificate or by a book-entry account.
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. Further information at www.suomi.fi/e-authorizations.
- by email: agm@tietoevry.com
-
by phone: +358 40 716 5920 (Mon-Fri at
9-12 a.m. Finnish time) -
by regular mail:
Tietoevry Oyj , 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 as well as the personal identification number of a proxy representative. The personal data given to
The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting place, if necessary.
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
A holder of nominee registered shares is advised to request without delay necessary instructions from his/her custodian bank regarding the temporary registration in the shareholders' register of
Shares registered in
A shareholder with shares registered in
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
Shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS)
A shareholder with shares registered in Euronext Securities Oslo/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 Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) not later than on
Shareholders, whose shares are registered in Euronext Securities Oslo/Verdipapircentralen ASA (VPS) must request a temporary registration in the shareholders' register of
The request for temporary registration shall be submitted in writing to Nordea Issuer Services in
2 Proxy representatives and powers of attorney
Shareholders may participate in the Annual General Meeting through a proxy representative. A proxy representative of a shareholder may also vote and 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. Proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance. 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.
Natural persons may appoint a proxy representative in connection with the registration to the Annual General Meeting at the company's website tietoevry.com/agm.
A shareholder that is a legal person can also use Suomi.fi e-Authorizations service in
Possible proxy documents should be delivered to
3 Advance voting
Shareholders may also vote in advance on certain agenda items of the Annual General Meeting in accordance with the following instructions.
Shareholders registered in the shareholders' register
Shareholders with a Finnish book-entry account can vote in advance on certain matters on the agenda during the period 1 March -
- Electronically on the company's website tietoevry.com/agm
For natural persons, the electronic advance voting requires secured strong electronic authentication, and the shareholder may register and vote by logging in with his/her Finnish online banking codes, by a mobile certificate or by a book-entry account.
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. Further information at www.suomi.fi/e-authorizations.
- by regular mail or e-mail: A shareholder may deliver an advance voting form available on the company's website tietoevry.com/agm to
Euroclear Finland Oy by regular mail toEuroclear Finland Oy , Yhtiökokous, P.O. Box 1110, FI-00101Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu. Advance votes must be received within the registration period. Submitting votes in this way before the end of registration and advance voting is considered registration for the Annual General Meeting, as long as the above-mentioned information required for registration is provided.
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.
Nominee registered shareholders
For holders of nominee-registered shares, advance voting is carried out via their custodian. The custodian may cast advance votes on behalf of the holders of nominee registered shares that they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
Shares registered in
Shareholders with a Swedish book-entry account can also vote in advance on certain matters on the agenda during the period 1 March -
- A shareholder may deliver an advance voting form available on the company's website tietoevry.com/agm to
Euroclear Sweden AB by regular mail using the following address: "Tietoevry Oyj AGM 2023", c/oEuroclear Sweden AB , Box 191, SE-101 23Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com.
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
Shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS)
A shareholder with shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) Securities System who wishes to vote in advance on certain items on the agenda of the Annual General Meeting should send voting instructions by email to Nordea Issuer Service at nis@nordea.com no later than
Other matter related to Advance Voting
Shareholders who have voted in advance cannot exercise their right to ask questions or demand a vote at the Annual General Meeting in accordance with the Finnish Companies Act, unless they attend the Annual General Meeting in person or by proxy representation at the meeting venue.
A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.
4 Webcast
A shareholder who has registered for the Annual General Meeting can follow the Annual General Meeting via webcast as well. When registering electronically, the shareholder must provide his/her email address, to which the webcast link and password will be sent by
Following the meeting through the webcast is not considered as an official participation in the Annual General Meeting, and it is not possible to present questions or vote through the webcast.
5 Further instructions and information
The meeting will include presentations both in Finnish and in English, and simultaneous translations will be available into English and as necessary into Finnish.
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 Annual General Meeting.
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 tietoevry.com/agm.
On the date of this notice to the Annual General Meeting the total number of shares and votes in
Board of Directors
For further information, please contact:
DISTRIBUTION
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