Shares and shareholders
Share capital and shares
Tieto Corporation's issued and registered share capital on 31 December 2014 totalled EUR 76 555 412.00 and the number of shares was 73 675 903.
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 25 430 registered shareholders at the end of 2014. Based on the ownership records of the Finnish and Swedish central securities depositories, 42.7% of Tieto's shares were held by Finnish and 3% by Swedish investors. In total, there were 23 916 retail investors in Finland and Sweden and they held 13% 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 3.7% of the option rights registered in the book-entry system on 31 December 2014. Based on their current shareholdings and total stock options, they can increase their aggregate holding to at most 0.2% of the shares and votes. The President and CEO is also participating in Tieto's Long-Term Incentive Programme 2012–2014; any rewards from the programme will be paid in Tieto shares. Additionally, he was entitled to an additional success-based incentive, based on which a total of 10 688 Tieto's treasury shares were transferred to him in early 2015. As the number of additional shares related to these incentives is dependent on the company's share price at the time of potential delivery these are not included in this aggregate number. The company has not issued any bonds with warrants.
Tieto has two longer-term shareholders holding more than 10% of the shares: Cevian Capital Partners Ltd and Solidium Oy. Based on the latest information (31 August 2014), Cevian Capital's holding was 11 073 614 shares, representing 15.0% of the shares and voting rights. Solidium Oy held 10.1% of Tieto's shares on 31 December. Based on its announcement made in December 2013, Silchester International Investors LLP's aggregate holding in Tieto is at or above 5.0%.
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 2014, the number of shares in the company's or its subsidiaries' possession totalled 510 819, representing 0.7% of the total number of shares and voting rights. In February, the Board of Directors decided on a directed share issue related to the reward payment for the performance period 2013 of Tieto's Long-Term Incentive Programme 2012–2014. In the share issue, 31 174 Tieto shares held by the company were conveyed without consideration to the Leadership Team members participating in the programme. The company received a return of 199 shares free of consideration during the year. The number of outstanding shares, excluding the treasury shares, was 73 165 084 at the end of the year.
Stock options and share-based incentives
Tieto has two 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 31 December 2014:
|Stock option||Company's ownership||Ownership of other holders||Maximum number of new shares*||% of shares and votes after dilution||Subscription
|2009 B||117 250||262 866||380 116||0.51%||1.3.2013–31.3.2015||13.19|
|2009 C||123 800||264 979||388 779||0.52%||1.3.2014–31.3.2016||10.43|
|Total||241 050||527 845||768 895||1.03%|
During the year, the total number of stock options decreased by 624 700 to 768 895. The change comprises:
- a total of 139 395 is based on the subscriptions with stock options 2009A
- a total of 192 221 is based on the subscriptions with stock options 2009B
- a total of 200 820 is based on the subscriptions with stock options 2009C
- a total of 26 663 shares subscribed for with stock options 2009B and a total of 10 401 shares subscribed for with stock options 2009C in December 2014 – the shares subscribed were registered on 20 January 2015
- a total of 55 200 stock options 2009A expired, of which 45 700 were in the Company's possession.
A total of 11 000 stock options 2009C were returned to Tieto. As a result, the company holds 241 050 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.
Tieto's share-based incentive plan, Long-Term Incentive Programme for 2012–2014, contains three annual periods based on EPS (Earnings per Share) measurement and one parallel three-year period based on relative TSR (Total Shareholder Return) measurement. The first performance period began on 1 January 2012 and the final performance period ended on 31 December 2014. The incentive plan will not have any dilutive effect, as Tieto has to acquire the share rewards from the market or use shares held by the company. For the executive management, individual performance periods are followed by a lock-up period of two years. The other participants are entitled to the share delivery, if any, with a delay of one year, but there is no lock-up period.
Tieto's synthetic option programme, Phantom Options 2009, expired in 2014 and Phantom 2009C rewards were paid in March. In the synthetic option programme, Phantom Options 2009, holders were entitled only to a cash compensation and therefore there was no dilution effect.
In February 2015, Tieto's Board of Directors approved two new 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 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's 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's shares (including the proportion to be paid in cash).
The 2014 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 2014, the turnover of Tieto's shares totalled EUR 546.1 million (28 085 320 shares) in Helsinki and SEK 556.9 million (3 138 593 shares) in Stockholm. The combined trading volume represented 42% of the shares. On NASDAQ Helsinki, the volume-weighted average share price in 2014 was EUR 19.45. At the end of the year, the share price was EUR 21.51. The highest price was EUR 22.19 and the lowest EUR 16.26. At the end of the year, the company's market capitalization totalled EUR 1 584.8 (1 202.3) million. The share price rose by 32% in Helsinki and 41% in Stockholm during the year. At the same time, the OMX Helsinki Price Index rose by 6%. The OMX Stockholm Price Index was up by 11% in 2014.
In addition to NASDAQ Helsinki and Stockholm, Tieto's shares are 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 9 990 002 shares, or approximately 24% of the total trading volume.
For additional information on shares and shareholders, see www.tieto.com/Investors/Shares.
|Changes in share capital|
|Share capital at year end, EUR||76 555 412||76 555 412||75 952 174||75 841 523||75 841 523|
|Number of shares||73 675 903||73 132 367||72 377 213||72 023 173||72 023 173|
|Adjusted number of shares at year end||73 675 903||73 132 367||72 377 213||72 023 173||72 023 173|
|Adjusted average for the year||72 944 228||72 369 221||71 659 278||71 469 473||71 408 913|
|Per share data|
|Earnings per share, EUR|
|Equity per share, EUR||6.44||7.08||7.30||7.90||7.80|
|Share price performance and trading volumes|
|Highest price of share, EUR||22.64||18.43||15.78||15.99||18.40|
|Lowest price of share, EUR||16.15||14.20||11.01||8.39||12.50|
|Average price of share, EUR||19.45||16.09||13.53||11.97||15.02|
|Turnover, number of shares||28 085 320||26 657 716||38 797 365||67 249 460||79 932 379|
|Highest price of share, SEK||207.90||155.00||139.50||142.20||175.00|
|Lowest price of share, SEK||142.10||123.00||97.55||78.65||118.30|
|Average price of share, SEK||177.45||140.05||119.50||113.76||142.72|
|Turnover, number of shares||3 138 593||1 511 176||4 635 237||8 349 881||9 656 550|
|Market capitalization, EUR million||1 584.8||1 202.3||1 077.7||792.3||1 019,8|
|Dividend, EUR 1 000||95 177||65 369||59 709||53 602||50 029|
|Dividend per share, EUR||1.30||0.90||0.83||0.75||0.70|
|Payout ratio, %||270.8||104.7||202.4||89.3||101.4|
|Price per earnings ratio (P/E)||45||19||36||13||21|
|Dividend yield, %||6.0||5.5||5.6||6.8||4.9|
|Price per earnings ratio (P/E)||45||19||36||13||20|
|Dividend yield, %||6.0||5.4||5.6||6.8||4.9|
|Major shareholders on 30 December 2014|
|1||Cevian Capital 1)||11 073 614||15.0|
|2||Solidium Oy||7 415 418||10.1|
|3||Silchester International Investors LLP 2)||3 666 901||5.0|
|4||Ilmarinen Mutual Pension Insurance Co.||2 166 998||2.9|
|5||OP-Pohjola Group Central Cooperative||2 160 000||2.9|
|6||Etera Mutual Pension Insurance Co.||1 646 953||2.2|
|7||Swedbank Robur fonder||1 573 449||2.1|
|8||Nordea funds||834 166||1.1|
|9||The State Pension fund||823 000||1.1|
|10||Varma Mutual Pension Insurance Co.||793 488||1.1|
|Top 10 shareholders total||32 153 987||43.6|
|- of which nominee registered||16 313 964||22.1|
|Nominee registered other||25 763 042||35.0|
|Others||15 758 874||21.4|
|Total||73 675 903||100.0|
|Based on the ownership records of Euroclear Finland Oy and Euroclear Sweden AB.|
|1) Based on the ownership records of Euroclear Finland Oy, Cevian Capital's holding on 31 August 2014 was 11 073 614 shares, representing 15.0% of the shares and voting rights.|
|2) On 17 December 2013, Silchester International Investors LLP announced that its holding in Tieto Corporation was 3 666 901 shares, which represents 5.0% of the shares and voting rights.|
|Number of shares||Shareholders||Shares|
|1–100||5 811||36.1||346 483||0.5|
|101–500||6 444||40.1||1 734 179||2.4|
|501–1 000||1 908||11.9||1 471 778||2.0|
|1 001–5 000||1 612||10.0||3 426 125||4.7|
|5 001–10 000||152||0.9||1 068 716||1.5|
|10 001–50 000||98||0.6||2 047 194||2.8|
|50 001–100 000||22||0.1||1 461 189||2.0|
|100 001–500 000||23||0.1||4 596 709||6.2|
|500 001–||11||0.1||57 512 970||78.1|
|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|
|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|