Tietoevry Corporation: Decisions of the Annual General Meeting on 25 March 2025

Tietoevry Corporation      STOCK EXCHANGE RELEASE      25 March 2025 6:12 p.m. EET

Tietoevry Corporation's ("Tietoevry" or the "company") Annual General Meeting was held on 25 March 2025 at the company's premises in Espoo, Finland. Shareholders registered to the Annual General Meeting were also able to follow the meeting via webcast.

589 shareholders were represented at the Annual General Meeting, representing a total of 76 063 121 shares and votes. The Annual General Meeting supported all the proposals of the Shareholders' Nomination Board and the Board of Directors, adopted the annual accounts for the financial year 2024 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2024. The Annual General Meeting also adopted the Remuneration Report 2024 through an advisory resolution.

In addition, the Annual General Meeting made the following resolutions:

Resolution on the use of the profit shown on the balance sheet and distribution of dividend and/or return of capital

 
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to distribute a total amount of EUR 1.50 per share from the distributable funds of the company either as dividend from retained earnings or as distribution of funds from the reserve for invested unrestricted equity or as a combination of these.

The distribution of funds will be implemented in two instalments as follows:

• The first instalment of EUR 0.75 per share in aggregate shall be paid to shareholders who on the record date for the first instalment on 27 March 2025 are registered in the shareholders' register maintained by Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). For shareholders whose shares are registered with Euroclear Finland Oy, the payment date is on 3 April 2025. Outside of Finland, the first instalment is paid to shareholders in accordance with the practices of Euroclear Sweden AB and VPS, and may occur at a later date.
• The second instalment of EUR 0.75 per share in aggregate shall be paid to shareholders who on the record date for the second instalment on 23 September 2025 are registered in the shareholders' register maintained by Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). For shareholders whose shares are registered with Euroclear Finland Oy, the payment date is on 2 October 2025. Outside of Finland, the second instalment is paid to shareholders in accordance with the practices of Euroclear Sweden AB and VPS, and may occur at a later date.

Instalments payable to Euroclear Sweden AB-registered shares will be forwarded by Euroclear Sweden AB and paid in Swedish crowns. Instalments payable to VPS-registered shares will be forwarded by Nordea Bank Plc's branch in Norway and paid in Norwegian crowns.

The Annual General Meeting also resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors, when implementing the distribution, to decide whether and to what extent the distribution is made as dividend from retained earnings and whether and to what extent the distribution is made from the reserve for invested unrestricted equity, and to decide, if necessary, on a new record date and payment date for the second instalment of the distribution. The company will publish such decisions of the Board of Directors separately.

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Board composition and remuneration

The Annual General Meeting resolved, in accordance with the proposal of the Shareholders' Nomination Board, that the company's Board of Directors shall have eight members elected by the Annual General Meeting.

Tomas Franzén, Bertil Carlsén, Elisabetta Castiglioni, Harri-Pekka Kaukonen, Gustav Moss and Petter Söderström were re-elected as members of the Board of Directors. Nina Bjornstad and Marianne Dahl were elected as new members of the Board of Directors. Tomas Franzén was re-elected as the Chairperson of the Board of Directors.

In addition to the above-mentioned persons, the company's personnel has elected two members to the Board of Directors. Employees have elected the following persons for the term of office that ends at the close of the next Annual General Meeting: Ilpo Waljus and Tommy Sander Aldrin with deputies Minna Kilpala and Anders Palklint.

The Annual General Meeting resolved to approve the remuneration of the members of the Board of Directors in accordance with the proposal of the Shareholders' Nomination Board. The members of the Board of Directors elected by the Annual General Meeting will be paid annual remuneration as follows:
 

      EUR 140 200 to the Chairperson,

      EUR 75 000 to the Deputy Chairperson,

      EUR 56 700 to the ordinary members.

In addition to these fees, the Chairperson of a permanent Board committee will be paid, in accordance with previous practice, an annual fee of EUR 20 000, and a member of a permanent Board committee will be paid an annual fee of EUR 10 000. The members elected by the Annual General Meeting will be paid, in accordance with previous practice, EUR 800 for each Board meeting and for each permanent or temporary committee meeting. Further, it was resolved that the employee representatives elected as ordinary members of the Board of Directors will be paid an annual fee of EUR 15 600 and the employee representatives elected as deputy members of the Board of Directors will be paid an annual fee of EUR 7 800.

Part of the annual remuneration may be paid in the company's shares purchased from the market. An elected member of the Board of Directors may, at their discretion, choose from the following five alternatives:

      No cash, 100% in shares

      25% in cash, 75% in shares

      50% in cash, 50% in shares

      75% in cash, 25% in shares, or

      100% in cash, no shares.

The shares will be acquired directly on behalf of the members of the Board within two weeks from the release of the company's interim report 1 January-31 March 2025. If the remuneration cannot be delivered at that time due to insider regulation or other justified reason, the company shall deliver the shares later or pay the remuneration fully in cash. The remuneration of the employee representatives elected as members of the Board of Directors will be paid in cash.

Auditor and sustainability reporting assurance provider

The firm of authorized public accountants Deloitte Oy was re-elected as the company's auditor for the financial year 2025. Deloitte Oy was also re-elected as the company's sustainability reporting assurance provider for the financial year 2025. The auditor and the sustainability reporting assurance provider shall be reimbursed according to their invoices and in compliance with the purchase principles approved by the Audit and Risk Committee.

Authorizing the Board of Directors to decide on the repurchase of the company's own shares

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on the repurchase of the company's own shares as follows:

• The number of own shares to be repurchased shall not exceed 11 800 000 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.
• Own shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise formed on the market.
• The Board of Directors decides how the share repurchase will be carried out. Own shares can be repurchased inter alia by using derivatives. The company's own shares can be repurchased otherwise than 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, no longer than until 29 April 2026.

Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or more instalments as follows:

• The number of shares to be issued based on the authorization (including shares to be issued based on the special rights) shall not exceed 11 800 000 shares, which currently corresponds to approximately 10% of all the shares in the company. However, out of the above maximum number of shares to be issued, no more than 1 200 000 shares, currently corresponding to approximately 1% of all of the shares in the company, may be issued to be used as part of the company's share-based incentive programs.
• The Board of Directors decides on the terms and conditions of the issuance of shares as well as of option rights and other special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares as well as of option rights and other special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive right (directed issue).

The authorization cancels previous unused authorizations to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares. The authorization is effective until the next Annual General Meeting, however, no longer than until 29 April 2026.

Amendment of the Articles of Association

The Annual General Meeting resolved to amend the Articles of Association in accordance with the proposal of the Board of Directors so that the material amendments to the Articles of Association are:

• Addition of a new Section 7 concerning the sustainability reporting assurance provider;
• Amendment of Section 10 (current Section 9) concerning the Annual General Meeting by adding decisions on the remuneration policy and the adoption of the remuneration report, as well as decisions on the remuneration and election of the sustainability reporting assurance provider as matters to be considered at the Annual General Meeting; and
• Complete removal of the section regarding the voting restriction at a General Meeting (current Section 11).

As a result of the amendment to the Articles of Association, the consecutive numbering of the sections of the Articles of Association will be changed to reflect the amendments made.

Minutes

Minutes of the meeting will be available at tietoevry.com/agm as from 8 April 2025 at the latest.

For further information, please contact:

Jussi Tokola, General Counsel, tel. +358 40 834 9376, jussi.tokola (at) tietoevry.com

Tietoevry Corporation

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NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
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Tietoevry creates purposeful technology that reinvents the world for good. We are a leading technology company with a strong Nordic heritage and global capabilities. Based on our core values of openness, trust and diversity, we work with our customers to develop digital futures where businesses, societies, and humanity thrive.

Our 23 000 experts globally specialize in cloud, data, and software, serving thousands of enterprise and public-sector customers in around 90 countries. Tietoevry's annual turnover is approximately EUR 3 billion and the company's shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as on Oslo Børs. www.tietoevry.com