TietoEnator Corporation's Annual General Meeting held on 23 March 2006 approved the financial statements for 2005 and a dividend of 0.85 euros per share, and discharged the company's officers from liability for the financial year.
The dividend settlement date is 28 March 2006 and the dividend will be paid as of 11 April 2006.
The agenda of the meeting was published in a stock exchange release dated 9 February 2006 (Proposal of the Board of Directors of TietoEnator Corporation to the Annual General Meeting).
The AGM made the following decisions:
The AGM confirmed that the Board of Directors should have seven members. The meeting re-elected the Board's current members: Mariana Burenstam Linder, Bengt Halse, Kalevi Kontinen, Matti Lehti, Olli Martikainen, Olli Riikkala and Anders Ullberg.
In addition to the above, the company's personnel will elect two representatives, each with a personal deputy, to the Board of Directors. The personnel representatives on the Board are Elisabeth Eriksson (deputy Bo Persson) and Pirjo Salo (deputy Esa Koskinen).
At its constitutive meeting after the AGM, the Board of Directors elected Matti Lehti as its chairman and Anders Ullberg as its vice chairman. The Board also appointed a Compensation and Nomination Committee comprising Kalevi Kontinen (chairman) and Bengt Halse, and an Audit and Risk Committee comprising Anders Ullberg (chairman), Olli Martikainen and Olli Riikkala.
The AGM approved the monthly remuneration to be paid to the Board of Directors: 2,100 euros to its members, 3,200 euros to the vice chairman and 4,400 euros to the chairman. In addition to this remuneration the AGM approved a monthly payment of 1,700 euros to the chairman of each Board committee provided that he or she is not the chairman or the vice chairman of the Board, and a monthly payment of 700 euros to the members of the Board's committees. It is the company's practice that TietoEnator executives and employees are not entitled to compensation for attending Board meetings.
The AGM approved the amendments to the articles of association concerning the company's branch of industry and the auditor. Following the auditor amendment, the company now will have only one regular auditor who is required to be a firm of authorized public accountants approved by the Central Chamber of Commerce. The AGM appointed the firm of authorizerd public accountants PricewaterhouseCoopers Oy as the company's auditor.
The AGM decided to reduce the share capital by nullifying all the company's shares bought back by the company under the authorization granted to the Board by the AGM on 17 March 2005. The share capital will be reduced by an amount corresponding to the book counter-value of 2,903,860 shares, i.e. by EUR 2,903,860. The amount corresponding to the reduction in share capital will be transferred from the share capital to the share premium fund. Hence, the reduction of share capital will have no effect on shareholders' equity, nor on the bond warrants and their rights issued by the company.
The Board was authorized to purchase the company's own shares to the extent that the total book counter-value of the purchased shares, or the total number of votes carried by the shares after their purchase, does not exceed 10 % of the company's share capital or total number of votes. The company has altogether 78,744,072 shares. Should all the rights to the shares be exercised, the total number of shares may increase to at most 80,668,457. This means that at most 8,066,845 shares may be purchased under this authorization. The shares will be purchased on the Helsinki Stock Exchange at the market price formed during public trading. The authorization is in force for one year from the close of the Annual General Meeting, i.e. until 23 March 2007.
The Board of Directors was authorized to decide to raise the share capital through a rights issue, by issuing option rights and by raising convertible bond loans denominated in euros or another currency for one year from the close of the Annual General Meeting, i.e. until 23 March 2007. Based on this authorization the share capital may be increased by at most EUR 15,168,042. Shareholders' pre-emptive subscription rights will be disapplied with the purpose of safeguarding the company's ability to develop its operations, both in the domestic and in the international markets, in order to enable and to finance both the acquisition of companies and business operations and also other co-operative arrangements.
The AGM approved the stock option program in accordance with which options may be offered for subscription to key employees of TietoEnator Group and a wholly owned subsidiary of the company, disapplying shareholders' pre-emptive subscription rights. The maximum numer of stock options is 1,800,000 options. Each stock option entitles its owner to subscribe for one share and therefore the total number of shares may be increased by at most 1,800,000 shares. The shareholders' pre-emptive subscription rights will be disapplied since the stock options are intended to form a part of the incentive and commitment programme for the key personnel and therefore the company has significant financial grounds for doing so.
The decisions of the AGM were not put to the vote.