TietoEnator Corporation Annual General Meeting

Transcription

1 TietoEnator Corporation Annual General Meeting Date March 26, 2009, 5:00 7:00 pm Place Scandic Continental, Mannerheimintie 46, Helsinki, Finland Participants The participants comprised the shareholders specified in the list of votes adopted at the meeting, or representatives of the same. Moreover, participants included all members of the Board of Directors, the President and CEO, the company auditor, representatives of the company s senior management and technical personnel. 1 Opening of the meeting Anders Ullberg, Chairman of the Board of Directors, opened the meeting, welcomed the shareholders and gave a brief account of the activities of the Board of Directors during The workload of the Board of Directors was unusually heavy in 2008, as Cidron Services Oy, a company indirectly owned by Nordic Capital Fund VI, made a public tender offer for all the shares of TietoEnator Oyj in March. The Board of Directors and its committees convened a total of 64 times in In 2007, the number was 32. The year was a significant one for the corporation otherwise as well, as Hannu Syrjälä took over the role of President and CEO on 15 February 2008 and the Board of Directors adopted the company s revised strategy. 2 Calling the meeting to order Tomas Lindholm, attorney-at-law, was elected to chair the General Meeting. The Chairman invited Jouko Lonka to act as the secretary of the General Meeting. It was noted that the proposals of the Board of Directors and its committees have been available for perusal by the shareholders at the company s headquarters and on the company s website since 16 February 2009 (Appendix 1 and Appendix 2). The Chairman announced that he had been provided with information regarding the voting instructions of foreign shareholders for certain items on the agenda in advance. Niina Väisänen from Svenska Handelsbanken AB announced that she would be representing a number of nominee registered shareholders and that she had supplied details pertaining to the numbers of shares and the voting instructions of said shareholders to the Chairman of the meeting. Väisänen also announced that page 1/10

2 her clients would not insist on a vote but would want their dissent recorded in the minutes. Similarly, Helene Vösa and Tomi Tuominen from Skandinaviska Enskilda Banken AB as well as Pekka Eloranta, Heidi Järvinen and Heini Pankakoski from Nordea Bank Finland Plc disclosed the voting instructions of their respective clients along with the procedures to be followed. It was noted that a summary of the voting instructions of the shareholders represented by Väisänen, Vösa, Tuominen, Eloranta, Järvinen and Pankakoski would be appended to the minutes (Appendix 3) and that more detailed, shareholder-specific voting instructions would be kept separate from the minutes. 3 Election of persons to scrutinize the minutes and to supervise the counting of votes Jan Lehtinen and Tiina Tarma were elected to scrutinize the minutes of the General Meeting and to supervise the counting of votes if necessary. 4 Recording the legality of the meeting It was noted that the company s Board of Directors had decided that notice of the meeting would be published in Helsingin Sanomat and Dagens Nyheter. Said notice had been published in the February 16, 2009 issues of Helsingin Sanomat and Dagens Nyheter. The newspapers were available for perusal and inspection on the Chairman s table. Extracts of said newspapers were appended to the minutes (Appendices 4 and 5). The participants also concluded that notice of the meeting had also been published on the company s website at It was noted that the General Meeting had been convened legally and in accordance with the Articles of Association, and that the participants formed a quorum. It was recorded that the company s shareholder register was available for perusal on the chairman s table. 5 Recording the attendance at the meeting and adoption of the list of votes The attendance situation was reviewed and 636 shareholders were found to be present either in person or through a legal representative or a proxy (Appendix 6). It was recorded that 32,037,244 shares and 32,037,244 votes were represented at the beginning of the meeting. It was noted that the list of participants and votes would be revised to correspond to the attendance situation whenever a vote would be taken (Appendix 7). It was recorded that, as required by the Articles of Association, no person, either singly or jointly through the shares they represented, had at their disposal more than 1/5 of the total votes represented at the General Meeting, i.e. more than 6,407,448 votes. page 2/10

3 6 Presentation of the annual accounts, the report of the Board of Directors and the auditor s report for the year 2008 President and CEO Hannu Syrjälä presented a review of the company s operations. The CEO s review was appended to the minutes (Appendix 8). It was noted that the documents pertaining to the financial statements were available to the meeting participants on the Chairman s table and that the documents had been available for perusal by the shareholders at the company s headquarters and on the company s website since March 5, Copies of the documents had been sent to shareholders on request. The company s financial statements for the financial year of 2008 were appended to the minutes (Appendix 9). The auditor s report and the auditor s report on the Group were presented (Appendix 10). It was noted that the presentation of the financial statements and the auditor s report was in conformance with the Articles of Association. 7 Adoption of the annual accounts The consolidated financial statements and the parent company s financial statements were adopted as presented. registered shares to this item on the agenda was 457,744 and that the number of blank votes was 866, Resolution on the use of the profit shown on the balance sheet and the payment of dividend It was noted that, on the basis of the auditor s statement, no objections could be found for the payment of dividend as per the Board of Directors proposal. The Board of Directors proposal to distribute a dividend of EUR 0.50 per share, i.e. EUR 35,830, in total, was carried. Dividends will be paid to those shareholders recorded in the shareholders register maintained by Euroclear Finland Oy or the register maintained by Euroclear Sweden AB on the record date. The Board of Directors has decided that the dividend record date is March 31, It was decided that the dividend would be paid on April 15, page 3/10

4 9 Resolution on the discharge of the members of the Board of Directors and the CEO from liability It was noted that, on the basis of the auditor s statement, no objections could be found for the discharge of the members of the Board of Directors and the CEO from liability as regards the most recently concluded financial year as per the Board of Directors proposal. It was recorded that the decision to discharge from liability applies to all those persons who have acted as members of the Board of Directors or as the President and CEO during the financial year of 2008, i.e. the following individuals: The members of the Board of Directors as elected by the General Meeting: Matti Lehti, Anders Ullberg, Bruno Bonati, Mariana Burenstam Linder, Bengt Halse, Kalevi Kontinen, Olli Riikkala and Risto Perttunen The members of the Board of Directors as elected by the personnel: Anders Eriksson and Jari Länsivuori and their personal deputies Bo Persson and Esa Koskinen CEOs Åke Plyhm and Hannu Syrjälä The members of the Board of Directors and the CEOs were discharged from liability as regards the most recently concluded financial year. It was recorded that George Jauhiainen and Pekka Jaakkola objected to the discharge from liability but did not demand a vote. registered shares to this item on the agenda was 122,104 and that the number of blank votes was 679, Resolution on the remuneration of the members of the Board of Directors The remuneration proposal of the Remuneration and Nomination Committee of the Board of Directors was carried as follows: monthly fee for ordinary members of the Board of Directors EUR 2,500, for the Vice-Chairman EUR 3,800 and for the Chairman EUR 5,700. EUR 3,800 will be paid to the Chairman of Board Committee unless the same individual is also the Chairman or Vice-Chairman of the Board. In addition to these fees, it was decided that each member of the Board of Directors will be paid a remuneration of EUR 800 for each Board meeting and for each permanent or temporary committee meeting. It is the company s policy not to pay remuneration to Board members who are also employees of TietoEnator Group. It was recorded that Raimo Selin proposed that the members of the Board of Directors should not claim remuneration for one month but did not demand a vote on the matter. page 4/10

5 11 Resolution on the number of members of the Board of Directors It was noted that, in accordance with Section 3 of the Articles of Association, the Board of Directors shall have at least six (6) and at most twelve (12) members. The meeting participants confirmed that the Board of Directors shall have seven (7) members. It was noted and recorded in the minutes that TietoEnator Group has made an agreement on personnel representation in the administration of the Group in accordance with the Finnish Act on Personnel Representation in the Administration of Undertakings (Section 4), and that as stipulated in this agreement, personnel shall elect two ordinary members and their personal deputies to the Board of Directors in addition to the Board members elected by the General Meeting. 12 Election of the members of the Board of Directors As per the proposal of the Remuneration and Nomination Committee of the Board of Directors, Kimmo Alkio, Bruno Bonati, Mariana Burenstam Linder, Risto Perttunen, Markku Pohjola, Olli Riikkala and Anders Ullberg were elected as members of the Board of Directors. The term of office of the Board members expires at the close of the following Annual General Meeting. It was noted that the proposed persons had given their consent to being elected. It was recorded that Merja Korpela called attention to the possibilities of increasing the number of women on the Board of Directors in future elections of Board members. registered shares to this item on the agenda was 54, Resolution on the remuneration of the auditor 14 Election of auditor As per the proposal of the Audit and Risk Committee, it was decided that the auditor be paid remuneration according to the auditor s invoice in compliance with the purchase principles approved by the Committee. registered shares to this item on the agenda was 844,601 and that the number of blank votes was 29,670. As per the proposal of the Audit and Risk Committee, Authorized Public Accountants PricewaterhouseCoopers Oy were elected as auditors of the company. Kim Karhu, Authorized Public Accountant, shall act as chief auditor. page 5/10

6 The auditor s term of office expires at the close of the following Annual General Meeting. It was recorded that the elected auditor had given his consent to being elected. registered shares to this item on the agenda was 670,760 and that the number of blank votes was 378, Amendment of the company s Articles of Association The participants were given a presentation on the proposal of the Board of Directors regarding amending the Articles of Association as follows: Section 1 Company name and domicile The company name is Tieto Oyj in Finnish, Tieto Abp in Swedish and Tieto Corporation in English. The company is domiciled in Helsinki, Finland. --- Section 10 Venue of the General Meeting A General Meeting may, according to the decision of the Board of Directors, be held in either Helsinki or Espoo. The participants decided to amend the Articles of Association according to the Board of Directors proposal. It was recorded that the number of blank votes of holders of nominee registered shares to this item on the agenda was 127, Authorizing the Board of Directors to decide on the repurchase of the company s own shares The participants were given a presentation on the proposal of the Board of Directors regarding the repurchase of the company s own shares subject to the following conditions: The amount of the own shares to be repurchased shall not exceed 7,200,000 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 on the basis of the authorization, which means that any repurchases made will lower the company s distributable funds. Own shares can be repurchased at a price determined through public trading on the date of the repurchase or otherwise at a price determined by the market. The Board of Directors shall decide how own shares will be repurchased. Own shares can be repurchased using derivatives, for example. Own shares do not page 6/10

7 have to be repurchased 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, not beyond September 26, The participants decided to authorize the Board of Directors to decide on the repurchase of the company s own shares according to the Board s proposal. It was recorded that the number of blank votes of holders of nominee registered shares to this item on the agenda was 29, Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares The participants were given a presentation on the proposal of the Board of Directors regarding the right to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares. The amount of shares to be issued under the authorization shall not exceed 14,500,000 new or existing shares, which currently corresponds to approximately 20 % of all the shares in the company. However, no more than 620,000 of the aforementioned maximum amount of shares to be issued, which currently corresponds to approximately 1 % of all the shares in the company, may be issued as part of the company s share-based incentive schemes. The Board of Directors shall decide on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares and the transfer of treasury shares. The issuance of shares and of special rights entitling to shares does not have to follow shareholders pre-emptive rights (directed issue). The authorization cancels previous unused authorizations. The authorization is effective until March 26, The participants decided to authorize the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares. It was recorded that George Jauhiainen, Pekka Jaakkola and Raimo Selin objected to the authorization but did not demand a vote on the matter. registered shares to this item on the agenda was 1,127,686 and that the number of blank votes was 86,957. page 7/10

8 18 Issuance of option rights The participants were given a presentation on the proposal of the Board of Directors regarding the issuance of option rights (Appendix 1, Section 5). Anders Ullberg, Chairman of the Board of Directors, gave a presentation on the company s incentive scheme (Appendix 11). Stock options are offered to key personnel of TietoEnator Group in deviation of shareholders pre-emptive rights. There is a weighty financial reason for the company to issue said options, as the stock options are designed to form a part of the incentive and commitment program of key personnel. The purpose of the stock options is to encourage key personnel to work with a long-term perspective to increase shareholder value and also to get personnel to commit themselves to the company. The maximum total number of option rights is 1,800,000. These options entitle their holders to subscribe to or acquire a maximum total of 1,800,000 shares in the company. Each option entitles its holder to subscribe to or acquire one (1) share. A maximum of 600,000 of the options will be called 2009 A, a maximum of 600,000 will be called 2009 B and a maximum of 600,000 will be called 2009 C. The options are issued free of charge. The subscription price of the shares to be subscribed using the stock options shall be determined based on the trading volume weighted average quotation of the company s share in continuous trading, rounded off to the nearest cent, on the NASDAQ OMX Helsinki Stock Exchange. The subscription price of the 2009 A options shall be determined on the basis of the first two months after the publication of the 2008 financial statements, the subscription price of the 2009 B options shall be determined on the basis of the first two months after the publication of the 2009 financial statements and the subscription price of the 2009 C options shall be determined on the basis of the first two months after the publication of the 2010 financial statements. The amount of any dividend payments or funds distributed from the distributable equity fund authorized after the beginning of the subscription price determination period, but before share subscription shall be deducted on the relevant record date from the subscription price of shares subscribed using stock options. The share subscription price shall be entered in the invested non-restricted equity fund. The subscription period for the 2009 A options is March 1, 2012 March 31, 2014, the subscription period for the 2009 B options is March 1, 2013 March 31, 2015, and the subscription period for the 2009 C options is March 1, 2014 March 31, The terms and conditions governing these option rights are appended to the Board of Directors proposal. The participants decided to allow the issuance of option rights according to the Board of Directors proposal. page 8/10

9 It was recorded that Pekka Jaakkola, George Jauhiainen and Raimo Selin objected to the proposal but did not demand a vote. registered shares to this item on the agenda was 3,583,457 and that the number of blank votes was 359, Donations for philanthropic or corresponding purposes The participants were given a presentation on the proposal of the Board of Directors regarding donations for philanthropic or corresponding purposes. The maximum donation for philanthropic or corresponding purposes shall be EUR 200,000 and the Board of Directors shall be authorized to decide on the benefactors and the causes. The participants decided to accept the Board of Directors proposal on donations for philanthropic or corresponding purposes. registered shares to this item on the agenda was 10,100 and that the number of blank votes was 392, Closing of the Meeting In witness thereof It was recorded that all the decisions made during the meeting were made unanimously. It was announced that the minutes of the meeting would be available for perusal by the shareholders on the company s website at by April 9, 2009 at the latest. The Chairman declared the General Meeting closed. Tomas Lindholm Chairman Jouko Lonka Secretary The minutes have been reviewed and approved Jan Lehtinen Scrutinizer Tiina Tarma Scrutinizer page 9/10

10 Appendices 1 Proposals of the Board of Directors 2 Proposals of the committees of the Board of Directors 3 Summary of voting instructions 4 Notice of the General Meeting in Helsingin Sanomat 5 Notice of the General Meeting in Dagens Nyheter 6 Attendance situation 7 List of participants and votes 8 CEO s review 9 Financial statements for Auditor s report and the auditor s report on the Group for Presentation on option rights for 2009 page 10/10