Decisions of the Annual General Meeting on 13 March 2024

Tietoevry Corporation STOCK EXCHANGE RELEASE 13 March 2024 5:40 p.m. EET

Tietoevry Corporation's Annual General Meeting (AGM) was held on 13 March 2024 at the company's premises in Espoo, Finland. Shareholders registered to the Annual General Meeting were also able to follow the meeting through a webcast.

There were 601 shareholders represented at the meeting representing altogether 76 343 271 shares and votes. The Annual General Meeting supported all the proposals by the Shareholders’ Nomination Board and the Board of Directors and approved the financial statements 2023 and discharged the company's officers from liability for the financial year 2023. The meeting also supported the new Remuneration Policy for the company’s governing bodies and approved the Remuneration Report 2023 through an advisory decision. The new Remuneration Policy has been drafted for a four-year period, and it is intended to remain in effect until the Annual General Meeting in 2028.

In addition, the AGM made the following decisions:

Dividend payment

The meeting decided on a dividend of total EUR 1.47 per share from the distributable funds of the company for the financial year that ended on 31 December 2023. The payment will be made in two instalments as follows:

• The first dividend instalment of EUR 0.735 per share shall be paid to shareholders who on the record date for the first dividend instalment on 15 March 2024 are registered in the shareholders’ register maintained by Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). The first dividend instalment shall be paid beginning from 3 April 2024 in accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden and the VPS.
• The second dividend instalment of EUR 0.735 per share shall be paid to shareholders who on the record date for the second dividend instalment on 23 September 2024 are registered in the shareholders’ register maintained by Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). The second dividend instalment shall be paid beginning from 3 October 2024 in accordance with the procedures applicable to Euroclear Finland, Euroclear Sweden and the VPS.

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

Board composition and remuneration

The meeting decided that the Board of Directors shall consist of nine members and re-elected the current members of the Board of Directors Bertil Carlsén, Elisabetta Castiglioni, Tomas Franzén, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen, Katharina Mosheim, Gustav Moss, Endre Rangnes and Petter Söderström. Tomas Franzén was re-elected as the Chairperson of the Board of Directors.

In addition to the above, 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: Anders Palklint and Thomas Slettemoen with deputies Ilpo Waljus and Tommy Sander Aldrin.

The meeting approved that the remuneration of the members Board of Directors elected by the Annual General Meeting will be as follows: EUR 137 500 to the Chairperson, EUR 73 500 to the Deputy Chairperson and EUR 55 600 to the members. In addition to these fees, the meeting approved that the Chairperson of a permanent Board Committee receives an annual fee of EUR 20 000, and a member of a permanent Board Committee received an annual fee of EUR 10 000. Furthermore, a remuneration of EUR 800 is paid to the members elected by the Annual General Meeting for each Board meeting and for each permanent or temporary committee meeting. The meeting also decided that the remuneration for employee representatives elected as ordinary members of the Board of Directors will be an annual fee of EUR 15 300 and remuneration for the employee representatives elected as deputy members of the Board of Directors be paid an annual fee of EUR 7 650.

The meeting also approved that part of the annual remuneration may be paid in the company’s shares purchased from the market. A member of the Board of Directors elected by the Annual General Meeting may, at his/her discretion, choose from the following five alternatives:

1. No cash, 100% in shares
2. 25% in cash, 75% in shares
3. 50% in cash, 50% in shares
4. 75% in cash, 25% in shares, or
5. 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 2024. 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 in the Board of Directors will be paid in cash.

Auditor

The meeting re-elected the firm of authorized public accountants Deloitte Oy as the company's auditor for the financial year 2024. The auditor shall be reimbursed according to the auditor's invoice and in compliance with the purchase principles approved by the Audit and Risk Committee. 

Authorized Sustainability Auditor

The meeting elected Deloitte Oy as the sustainability auditor for the financial year 2024. The sustainability auditor shall be reimbursed according to the auditor's invoice 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 Board of Directors was authorized 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 2025. 

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 Board of Directors was authorized 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 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 2025.

Forfeiture of the shares held in the joint account and the rights carried by the shares

The meeting decided on the forfeiture of the rights to all the shares entered in the joint account of the company as well as the rights attached to such shares, if the shares have not been requested to be registered in the book-entry system in accordance with Chapter 6, Section 3 of the Act on the Book-Entry System and Settlement Activities prior to the decision by the Annual General Meeting.

Forfeited shares are subject to the provisions applicable to treasury shares held by the company.

As at the date of the notice to the Annual General Meeting on 15 February 2024, the number of shares in the company's joint account was 10 560 shares.

Minutes

Minutes of the meeting will be available at www.tietoevry.com/agm as from 27 March 2024 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 24 000 experts globally specialize in cloud, data, and software, serving thousands of enterprise and public-sector customers in more than 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