ESPOO, Finland, Feb. 14, 2002 (PRIMEZONE) -- The Board of Directors of TietoEnator Corporation will propose to the Annual General Meeting that the following matters be decided:
1 Nullification of repurchased shares
That the Company's share capital be reduced by nullifying the Company's shares repurchased by the Company in the following manner:
The share capital will be reduced in order to nullify the Company's own shares. The share capital will be reduced by an amount corresponding to the book value of at least 871,060 shares, i.e. by at least EUR 871,060. 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. All the Company's shares (at least 871,060 shares) bought back by the Company based on the authorization granted to the Board of Directors by the Annual General Meeting on 22 March 2001 will be nullified without charge.
Since the share capital is reduced by nullifying the Company's shares purchased by the Company itself, the share capital will not be reduced in proportion to shareholders' holdings. The reduction in share capital will affect the distribution of share ownership and voting rights by decreasing the total number of shares by altogether at least 871,060 shares. Individuals belonging to the inner circle of the Company own 0.095 % of the Company's share capital and voting rights before its reduction and 0.096 % after its reduction.
The reduction in share capital will have no effect on the bond warrants and their rights issued by the Company.
2 Board's authorization to purchase the Company's own shares
That the Board of Directors be authorized to purchase the Company's own shares on the following terms and conditions:
1. The Company's own shares shall be purchased if necessary in order
to develop the Company's capital structure and to reduce its
negative gearing (net borrowing in relation to shareholders'
equity);
2. Shares may be purchased 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 5%
of the Company's share capital or total number of votes. The
shares may be purchased by using only funds available for
distribution. The purchase price will then reduce the Company's
distributable funds;
3. Since in practice it will be impossible to purchase shares from
the Company's existing shareholders in proportion to their
holdings, shares shall not be purchased in proportion to their
holdings but shall be purchased through public trading on the
Helsinki Exchanges;
4. The shares will be purchased at the market price formed during
public trading. The purchase price of the shares will be paid to
the sellers within the payment period stipulated by the rules of
the Helsinki Exchanges and the Finnish Central Securities
Depository Ltd;
5. The authorization shall be in force for one year from the close of
the Annual General Meeting, i.e. until 21 March 2003;
6. The Company's share capital totals EUR 83,757,348 and there are
altogether 83,757,348 shares. The shares have no nominal value.
The book counter-value of each share is EUR 1. Should all the
warrants attached to previously issued bonds with warrants be
exercised to subscribe for new shares, the Company's share
capital may be increased by at most 4,033,663 shares during the
period of authorization. Should all the rights to shares be
exercised and taking into consideration the nullification of the
Company's own shares as decided above, the total number of shares
may increase to at most 86,919,951. This means that at most
4,345,998 shares may be purchased under the authorization. Since
the Company has only one share series and each share carries one
vote, the purchased shares would reduce the number of issued
shares and the number of votes at general shareholders' meetings
by at most 5 % of the Company's total number of shares and votes.
7. The persons belonging to the Company's inner circle, as defined in
the Companies Act, currently own 0.095 % of the Company's total
share capital and the voting rights. Should their holdings remain
unchanged, and taking into consideration the nullification of the
Company's own shares as decided above and should all the warrants
attached to previously issued bonds with warrants be exercised to
subscribe for new shares, and should the Company purchase the
maximum amount of shares permitted by the authorization, i.e. 5%
of the total number of shares, the members of the Company's inner
circle will own 0.092 % of the Company's share capital and the
voting rights before the Company purchases its own shares and
0.096% after the purchase of own shares.
3 Board's authorization to issue shares etc.
That the Board of Directors be authorized for one year from the close of the Annual General Meeting, i.e. until 21 March 2003, to decide:
1. to raise the Company's share capital through a rights issue in one
or several installments, disapplying the pre-emptive subscription
rights of shareholders and, if required, in exchange for
consideration in kind or on other specific conditions or
exercising the right of set-off, such that shares are offered for
subscription at the Board's decision and at a price exceeding the
book counter-value of the shares and on other terms and conditions
decided by the Board.
2. to issue option rights in one or several installments, disapplying
the pre-emptive subscription rights of shareholders, such that the
share options are offered for subscription on the terms and
conditions decided by the Board.
3. to raise one or several convertible bond loans denominated in
euros or another currency disapplying the pre-emptive subscription
rights of shareholders and, if required, in exchange for
consideration in kind, such that the convertible bond or bonds are
offered for subscription on the terms and conditions decided by
the Board.
Based on this authorization the share capital may be increased by at most EUR 16,751,469. 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 cooperative arrangements. Shareholders' pre-emptive rights with respect to share subscriptions, share options or convertible bonds may be disapplied only if the Company has strong financial grounds for doing so. Such a decision may not be made in the interests of the Company's inner circle.
Based on this authorization the Board may decide to raise the share capital by issuing new shares, share options or convertible bonds to the extent that the share capital increases and the votes carried by such shares do not exceed one-fifth (1/5th) of the Company's total issued share capital and aggregate number of votes carried by the shares at the time of the authorization and the Board's decision to raise the share capital or raise a loan.
4 Stock option plan to Group employees
That a stock option plan be issued in accordance with the enclosed attachment.
The Board proposes to offer stock option for subscription by the personnel and managers of TietoEnator Corporation and its Group and majority-owned companies based on performance of employee and by Company's wholly owned subsidiary. The warrants entitle personnel to subscribe total 1,800,000 shares by most, corresponding to EUR 1,800,000 increase in share capital by most. The shareholders' pre-emptive right to subscription is being deviated from since the Stock Options are intended to form a part of the Group's management and employee incentive program. In the Board's opinion there exists a weighty financial reason for deviation. The Board proposes that the subscription price be based on the market price of the share. The subscription price is the trading volume weighted average share price between 1 February 2002 and 28 February 2002 the aforementioned days included.
Some of the persons entitled to subscribe for shares with these stock options are members of the Company's inner circle. The aggregate number of shares owned by such persons, as well as the shares subscribable under previously issued stock options in their possession, represent 0.165 % of the Company's total share capital and voting rights. Should such persons exercise all the stock options offered to them to subscribe for shares and should the rights issue in other respects be subscribed in full, the said holdings could rise to at most 0.544 % of the Company's share capital and the voting rights. The proposed stock option plan forms part of the Group's remuneration and incentive scheme and follows on from the convertible bonds offered to Group employees in 1989 and the bonds with warrants offered to Group employees in 1996, 1998, 1999 and 2000.
TietoEnator Corporation Board of Directors
Olof Lund Bengt Braun Elisabeth Eriksson Thomas Falk Kalevi Kontinen Matti Lehti Olli Martikainen Kaj-Erik Relander Pirjo-Liisa Salo Anders Ullberg
Enclosures
1. Auditors' statement on the reasons for reducing the share capital
2. Auditors' statement on the principles for determining the purchase
price of the Company's own shares and on the grounds mentioned in
the Board of Directors' proposal to purchase the Company's shares
3. Auditors' statement on the principles, with respect to the
proposed Board's authorization, for determining the subscription
price of the shares, and their statement on the grounds for
disapplying shareholders' pre-emptive subscription rights
4. Terms and conditions of stock options 2002 5. Auditors' statement
on the principles for determining the subscription price of the
shares according to the terms and conditions of the stock options,
and their statement on the grounds for disapplying shareholders'
pre-emptive subscription rights
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