Shares and shareholders

Share capital and shares

Tieto Corporation’s issued and registered share capital on 31 December 2015 totalled EUR 76 555 412.00 and the number of shares was 74 009 953.

Tieto’s shares have no par value and their book countervalue is one euro. Tieto’s shares are listed on NASDAQ in Helsinki and Stockholm. The company has one class of shares, with each share conferring equal dividend rights and one vote. The company’s Articles of Association include a restriction on voting at the Annual General Meeting, where no-one is allowed to vote with more than one-fifth of the votes represented at the meeting. The Articles of Association are available at www.tieto.com/investors.

Shareholders and holding of own shares

The company had 24 491 registered shareholders at the end of 2015. Based on the ownership records of the Finnish and Swedish central securities depositories, 36.2% of Tieto’s shares were held by Finnish and 2.3% by Swedish investors. In total, there were 22 967 retail investors in Finland and Sweden and they held 12% of Tieto’s shares.

The members of the Board of Directors, the President and CEO and their close associates together held 0.1% of the shares and votes, and none of option rights registered in the book-entry system on 31 December 2015. The President and CEO is also participating in Tieto’s long-term share-based incentive plans 2015–2017. Potential rewards will be paid partly in Tieto shares. Additionally, he participates a share-based reward plan running until the end of 2016 and is entitled to a total of 9 200 shares if the criteria set for the plan is met. As the number of additional shares related to these incentives is dependent on the company’s performance these are not included in this aggregate number. The company has not issued any bonds with warrants.

Tieto has three longer-term shareholders holding 10% or more of the shares: Cevian Capital Partners Ltd, Solidium Oy and Silchester International Investors LLP. Based on the latest information (31 August 2015), Cevian Capital's holding was 11 073 614 shares, representing 15.0% of the shares and voting rights. Solidium Oy held 10.0% of Tieto’s shares on 31 December. Based on its announcement made on 23 June 2015, Silchester International Investors LLP’s aggregate holding in Tieto was 7 401 027 shares, which represents 10.0% of the shares and voting rights.

Tieto is not aware of any shareholder agreements or cross-shareholdings that would limit the amount of shares available for trading. Additionally, since the existing stock option programmes and the share-based incentive plan represent limited dilution potential, the free float of the shares can be considered to be 100% excluding the treasury shares currently held by the company.

At the end of 2015, the number of shares in the company’s or its subsidiaries’ possession totalled 465 084 representing 0.6% of the total number of shares and voting rights. In March, the Board of Directors decided on a directed share issue related to the reward payment for the performance period 2014 of Tieto’s Long-Term Incentive Programme 2012–2014. In the share issue, 38 815 Tieto shares held by the company were conveyed without consideration to the Leadership Team members participating in the programme. Furthermore, Tieto paid an additional success-based incentive to the President and CEO in January 2015. The bonus of EUR 500 000 consisted of 10 688 treasury shares and a cash payment. The company received a return of 3 768 shares free of consideration during the year. The number of outstanding shares, excluding the treasury shares, was 73 544 869 at the end of the year.

Stock options and share-based incentives

Tieto has one series of options issued for its key personnel. Each option entitles its holder to subscribe for one share (1:1).

The following table is based on the book-entry system on 19 January 2016:

Stock option Company's ownership Ownership of other holders Maximum number of new shares % of shares and votes after dilution Subscription
period
Exercise price, EUR
2009 C 138 675 103 159 241 834 0.33% 1.3.2014–
31.3.2016
9.13
Total 138 675 103 159 241 834 0.33%    

During the year, the total number of stock options decreased by 527 061 to 241 834. The change comprises:

  • a total of 153 181 is based on the subscriptions with stock options 2009B
  • a total of 143 805 is based on the subscriptions with stock options 2009C
  • a total of 3 140 shares subscribed for with stock options 2009C in December 2015 – the shares subscribed were registered on 19 January 2016
  • a total of 226 935 stock options 2009B expired, of which 117 250 were in the company’s possession.

A total of 14 875 stock options 2009C were returned to Tieto. As a result, the company holds 138 675 stock options.

The Board of Directors shall decide on measures concerning the unsubscribed options held by the company at a later date. In all the current share option schemes, the persons covered by the scheme receive the options if they are employed by Tieto on the starting date of the subscription period. Under the terms and conditions, the subscription price will be reduced annually by the amount of dividend per share.

In 2014, the Board of Directors decided to establish a new share-based reward plan. The plan consists of one earning period and it will run until the end of 2016. The rewards to be paid correspond to the value of 62 500 Tieto shares at the maximum. The Board of Directors anticipates that shares to be delivered to the participants under the plan would consist of shares in the possession of the company or shares to be acquired from the market. Thus, no new shares will be issued in connection with the plan and, therefore, the incentive plan will have no dilutive effect. The possible reward will be paid in the beginning of 2017.

In 2015, Tieto established two share-based incentive plans, a Performance Share Plan 2015 and a Restricted Share Plan 2015. The potential rewards from these new incentive plans will be paid partly in the company’s shares and partly in cash in 2018. The Board of Directors anticipates that share rewards to be delivered to the participants under the plan will consist of shares to be acquired from the market. Thus, no new shares will be issued in connection with the plan and, therefore, the incentive plan will have no dilutive effect. The rewards to be paid on the basis of the Performance Share Plan 2015 correspond to the value of an approximate maximum total of 430 000 Tieto shares (including the proportion to be paid in cash). Based on the Restricted Share Plan 2015, rewards to be paid correspond to the value of an approximate maximum total of 50 000 Tieto shares (including the proportion to be paid in cash).

Board authorizations

The 2015 Annual General Meeting authorized the Board of Directors to decide on the repurchase of the company's own shares. The amount of 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. The authorization is intended to be used to develop the company’s capital structure.

Share performance and trading

In 2015, the turnover of Tieto’s shares totalled EUR 832.1 million (37 041 013 shares) in Helsinki and SEK 379.2 million (1 802 615 shares) in Stockholm. The combined trading volume represented 52% of the shares. On NASDAQ Helsinki, the volume-weighted average share price in 2015 was EUR 22.48. At the end of the year, the share price was EUR 24.72. The highest price was EUR 25.00 and the lowest EUR 19.98. At the end of the year, the company’s market capitalization totalled EUR 1 829.5 (1 584.8) million. The share price rose by 14% in Helsinki and 11% in Stockholm during the year. At the same time, the OMX Helsinki Price Index rose by 10%. The OMX Stockholm Price Index was up by 6% in 2015.

In addition to NASDAQ Helsinki and Stockholm, Tieto’s share is traded on multilateral trading facilities (MTF). Shares were traded at least on Chi-X, Turquoise, Burgundy and BATS Europe. The aggregate number of Tieto’s shares traded on these marketplaces was 17 253 993 shares, or approximately 31% of the total trading volume.

For additional information on shares and shareholders, see www.tieto.com/Investors/Shares.

SHARE INFORMATION
 
  2015 2014 2013 2012 2011
Number of shares          
Number of shares 74 009 953 73 675 903 73 132 367 72 377 213 72 023 173
Outstanding shares 1)          
At year end 73 544 869 73 165 084 72 590 573 71 823 513 71 469 473
Average 73 426 563 72 944 228 72 369 221 71 659 278 71 469 473
           
Share capital at year end, EUR 76 555 412 76 555 412 76 555 412 75 952 174 75 841 523
           
Per share data          
Earnings per share, EUR          
Basic 1.23 0.48 0.86 0.41 0.84
Diluted 1.23 0.48 0.86 0.41 0.84
Equity per share, EUR 6.57 6.44 7.08 7.30 7.90
           
Share price performance and trading volumes          
NASDAQ Helsinki          
Highest price of share, EUR 25.00 22.64 18.43 15.78 15.99
Lowest price of share, EUR 19.98 16.15 14.20 11.01 8.39
Average price of share, EUR 22.48 19.45 16.09 13.53 11.97
Turnover, number of shares 37 041 013 28 085 320 26 657 716 38 797 365 67 249 460
Turnover, % 50.0 38.1 36.5 53.6 93.4
           
NASDAQ Stockholm          
Highest price of share, SEK 246.10 207.90 155.00 139.50 142.20
Lowest price of share, SEK 183.00 142.10 123.00 97.55 78.65
Average price of share, SEK 210.32 177.45 140.05 119.50 113.76
Turnover, number of shares 1 802 615 3 138 593 1 511 176 4 635 237 8 349 881
Turnover, % 2.4 4.3 2.1 6.4 11.6
           
Market capitalization, EUR million 1 829.5 1 584.8 1 202.3 1 077.7 792.3
           
Dividends          
Dividend, EUR 1 000 99 290 95 177 65 369 59 709 53 602
Dividend per share, EUR 1.35 1.30 0.90 0.83 0.75
Payout ratio, % 109.8 270.8 104.7 202.4 89.3
           
Price-weighted ratios          
NASDAQ Helsinki          
Price per earnings ratio (P/E) 20 45 19 36 13
Dividend yield, % 5.5 6.0 5.5 5.6 6.8
           
NASDAQ Stockholm          
Price per earnings ratio (P/E) 20 45 19 36 13
Dividend yield, % 5.5 6.0 5.4 5.6 6.8
 
Major shareholders on 31 December 2015
 
    Shares %
1 Cevian Capital 1) 11 073 614 15.0
2 Solidium Oy 7 415 418 10.0
3 Silchester International Investors LLP 2) 7 401 027 10.0
4 Swedbank Robur fonder 1 703 347 2.3
5 Ilmarinen Mutual Pension Insurance Co. 1 358 840 1.8
6 The State Pension fund 823 000 1.1
7 Varma Mutual Pension Insurance Co. 793 488 1.1
8 Evli funds 736 357 1.0
9 Nordea funds 570 500 0.8
10 Svenska litteratursällskapet i Finland r.f. 541 345 0.7
  Top 10 shareholders total 32 416 936 43.8
  - of which nominee registered 20 177 988 27.3
       
  Nominee registered other 26 821 392 36.2
  Others 14 771 625 20.0
  Total 74 009 953 100.0
 
Based on the ownership records of Euroclear Finland Oy and Euroclear Sweden AB.  
 
Number of shares Shareholders Shares
  No % No %
1–100 5 588 36.3 323 856 0.4
101–500 6 110 39.6 1 642 951 2.2
501–1 000 1 831 11.9 1 415 375 1.9
1 001–5 000 1 581 10.3 3 392 918 4.6
5 001–10 000 155 1.0 1 111 040 1.5
10 001–50 000 94 0.6 1 899 858 2.6
50 001–100 000 24 0.2 1 586 319 2.1
100 001–500 000 23 0.2 5 033 152 6.8
500 001– 8 0.1 57 593 924 77.8
Changes in share capital
 
(1 share = 1 vote) Shares Share capital, EUR
Total on 31 December 2006 75 841 462 75 841 462
Nullifying of the company’s own shares, registered in 2007 1 883 350 0
Bonds with options subscribed, registered in 2007 61 61
Nullifying of the company’s own shares, registered in 2008 1 935 000 0
Total on 31 December 2011 72 023 173 75 841 523
Subscriptions with stock options, registered in 2012 354 040 110 651
Total on 31 December 2012 72 377 213 75 952 174
Subscriptions with stock options, registered in 2013 755 154 603 238
Total on 31 December 2013 73 132 367 76 555 412
Subscriptions with stock options, registered in 2014 543 536 0
Total on 31 December 2014 73 675 903 76 555 412
Subscriptions with stock options, registered in 2015 334 050 0
Total on 31 December 2015 74 009 953 76 555 412
Tieto, trading codes
   
NASDAQ OMX Helsinki TIEV
NASDAQ OMX Stockholm TIEN
Thomson Reuters, Helsinki TIE1V.HE
Thomson Reuters, Stockholm TIEN.ST
Bloomberg, Helsinki TIE1V FH
Bloomberg, Stockholm TIEN SS
ISIN Code FI0009000277