Notice to the Annual General Meeting of Tietoevry Corporation

Tietoevry Corporation   STOCK EXCHANGE RELEASE   15 February 2024 at 3 p.m. EET

Notice is given to the shareholders of Tietoevry Corporation (“Tietoevry” or the "company") to the Annual General Meeting (the "AGM") to be held on Wednesday 13 March 2024 at 4 p.m. (Finnish time) at Tietoevry’s premises, address Keilalahdentie 2-4, 02150 Espoo, Finland. The reception of attendees who have preregistered for the meeting and the distribution of voting tickets will commence at 3 p.m. (Finnish time).

Shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are presented in this notice under section C.

Shareholders registered to the Annual General Meeting may follow the meeting also through a webcast. Additional information regarding the webcast is presented in this notice under section C. It is not possible to present questions, make counterproposals, speak or vote through the webcast, and following the meeting through the webcast is not considered as participation in the Annual General Meeting or exercise of shareholder rights under the Finnish Companies Act.

Further information on the Annual General Meeting is available on tietoevry.com/agm.

A Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1    Opening of the meeting

2    Calling the meeting to order

3    Election of persons to scrutinize the minutes and to supervise the counting of votes

4    Recording the legality of the meeting

5    Recording the attendance at the meeting and adoption of the list of votes

6    Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2023

• CEO review
• As of 15 February 2024, the annual accounts, the report of the Board of Directors and the auditor's report are available on the company's website at www.tietoevry.com/agm.

7    Adoption of the annual accounts

8    Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Board of Directors proposes to the Annual General Meeting that, based on the balance sheet to be adopted for the financial year, which ended 31 December 2023, a dividend in the total amount of EUR 1.47 per share be paid from the distributable funds of the company 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.

9    Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10  Presentation and adoption of the Remuneration Report

The Board of Directors presents the Remuneration Report for the company's governing bodies for the financial year 2023 and proposes that the Annual General Meeting adopts the report through an advisory decision. The published Remuneration Report and Remuneration Policy are available at www.tietoevry.com/agm.

11  Handling of the new Remuneration Policy

The Board of Directors presents a new Remuneration Policy for the company's governing bodies and proposes that the Annual General Meeting would support it 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. The Remuneration Policy is available at www.tietoevry.com/agm.

12  Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the annual fees payable to the members of the Board of Directors elected by the Annual General Meeting be as follows:
 

• EUR 137 500 to the Chairperson (2023: EUR 133 000, increase of ~3.4%),
• EUR 73 500 to the Deputy Chairperson (2023: EUR 72 000, increase of ~2.1%),
• EUR 55 600 to the members (2023: EUR 54 500, increase of ~2.0%).

In addition to these fees, it is proposed that the Chairperson of a permanent Board Committee be paid an annual fee of EUR 20 000, and a member of a permanent Board Committee be paid an annual fee of EUR 10 000. It is also proposed that the members elected by the Annual General Meeting will be paid EUR 800 for each Board meeting and for each permanent or temporary committee meeting. Further, it is proposed that the employee representatives elected as ordinary members of the Board of Directors be paid an annual fee of EUR 15 300 (2023: EUR 15 000, increase of 2.0%) and the employee representatives elected as deputy members of the Board of Directors be paid an annual fee of EUR 7 650 (2023: EUR 7 500, increase of 2.0%).

The Shareholders’ Nomination Board is of the opinion that increasing the long-term shareholding of the Board members will benefit all the shareholders. Every member of the Board of Directors elected by the Annual General Meeting is expected to over a five-year period accumulate a shareholding in the company that exceeds his/her one-time annual remuneration.

The Shareholders’ Nomination Board therefore proposes 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.

13  Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that the company’s Board of Directors shall have nine members elected by the Annual General Meeting.

14  Election of members of the Board of Directors and the Chairperson

The Shareholders’ Nomination Board proposes to the Annual General Meeting that 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 be re-elected. The term of office of the members of the Board of Directors ends at the close of the next Annual General Meeting. All the proposed candidates have given their consent to being elected.

The Shareholders’ Nomination Board proposes that Tomas Franzén shall be re-elected as the Chairperson of the Board of Directors.

The members of the Board of Directors proposed to be re-elected are independent of the company and its major shareholders excluding Petter Söderström, who is independent of the company but not of one of its major shareholders, Solidium Oy. The biographical details of the candidates and information on their holdings are available on the company’s website.

The Shareholders’ Nomination Board has considered the composition of the Board of Directors as to its overall structure as well as the individual members' versatile and mutually complementary professional expertise and experience. The Shareholders’ Nomination Board therefore proposes that the Board of Directors is elected as a whole.

In addition to the above candidates, 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.

15  Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the auditor to be elected at the Annual General Meeting be reimbursed according to the auditor's invoice and in compliance with the purchase principles approved by the Committee.

16  Election of the auditor

The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the firm of authorized public accountants Deloitte Oy be re-elected as the company's auditor for the financial year 2024. The firm of authorized public accountants Deloitte Oy has notified that APA Jukka Vattulainen will act as the auditor with principal responsibility.

The recommendation of the Audit and Risk Committee is included in the proposal of the Board of Directors that is available on tietoevry.com/agm.

17  Remuneration of the Authorized Sustainability Auditor

The company shall prepare its first sustainability report in compliance with the EU Corporate Sustainability Reporting Directive ("CSRD") and related national law for the financial year 2024. The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that the Authorized Sustainability Auditor to be elected at the Annual General Meeting be reimbursed according to the Auditor's invoice and in compliance with the purchase principles approved by the Committee.

18  Election of the Authorized Sustainability Auditor

The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Audit and Risk Committee of the Board of Directors, that Deloitte Oy be elected as the sustainability auditor for the financial year 2024. Deloitte Oy has announced that APA, Authorized Sustainability Auditor (ASA) Jukka Vattulainen would act as the Authorised Sustainability Auditor.

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

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be 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.

20  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 proposes to the Annual General Meeting that the Board of Directors be 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.

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

The company entered its shares into the book-entry system as of 3 September 1993. In connection with entering its shares into the book-entry system, the company set up a joint book-entry account, i.e. a joint account, for the benefit of shareholders who had not registered their share ownership to the book-entry system at that time. At its Annual General Meeting on 29 March 2000, the company decided, under the Finnish Companies Act in force at the time, to sell the shares in the joint account, whereby the holders of shares that had not been converted to book-entry form at the time forfeited their rights to those shares, and such non-converted shares were sold for the benefit of their holders on 8 May 2001. The right to the proceeds from the sale of the shares expired in 2011, after which the proceeds from the sale of the shares that had not been validly claimed by the shareholders were transferred to the ownership of the company.

The company has in 1998 completed an issuance of shares without payment (bonus issuance), as a result of which shares issued in the bonus issuance were also recorded in the joint account to the extent that they were attributable to the subscription rights attached to the shares that had not been converted into book-entry form and which were later forfeited. There are still 10,560 shares in the company's joint account which, according to the information available to the company, are shares in the company issued in connection with the bonus issuance. In the understanding of the Company, the rights of the shareholders to the shares issued in the bonus issuance have been definitively forfeited and, in the understanding of the company, no claims can be made for them.

According to Chapter 3, Section 14a of the Finnish Companies Act in force, the general meeting of shareholders may decide on the forfeiture of shares belonging to the book-entry system and the rights attached to them, if the shares have not been requested to be registered within ten years of the expiry of the registration period for entering the book-entry system and the entry into force of the current Finnish Companies Act. According to Chapter 9, Article 19 of the Finnish Companies Act, the general meeting of shareholders may decide that the right to a share to be issued in a share issue without payment and the rights attached thereto are forfeited if the receipt of the share to be issued in a share issue without payment requires specific actions from the recipient, such as the presentation of a share certificate, and the share has not been so claimed even though ten years have lapsed since the registration of the decision on the share issue. Forfeited shares are subject to the provisions applicable to treasury shares held by the company.

The shares registered in the company's joint account at the date of this notice, 10,560 shares in total, correspond to approximately 0.01% of all the shares in the company. The Board of Directors proposes that the Annual General Meeting decides on the forfeiture of the rights to all the shares entered in the joint account as well as the rights attached to such shares, to the extent that the rights have not already been forfeited under the decisions described above, 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.

22  Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for decisions relating to the agenda of the Annual General Meeting, this notice, the Remuneration Policy and the Remuneration Report, as well as the annual report, the report of the Board of Directors and the auditor’s report for the year 2023 are available on the company’s website tietoevry.com/agm. A copy of the annual report, including the annual accounts, report of the Board of Directors and the auditor's report will be sent to shareholders upon request.

The minutes of the meeting will be available on the company’s website at the latest on 27 March 2024.

C. Instructions for the participants in the Annual General Meeting

1 Registration for the Annual General Meeting

a) Shareholders with shares registered with Euroclear Finland Oy in Finland

Each shareholder, who is registered on 1 March 2024 in the shareholders’ register of the company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the shareholders’ register of the company.

The registration period commences on 15 February 2024 at 3 p.m. Finnish time. A shareholder, who is registered in the company’s shareholders’ register and who wishes to participate in the Annual General Meeting, must register for the Annual General Meeting latest on 7 March 2024 at 4 p.m. Finnish time by which time the registration must be received. A shareholder can register either:
 

• electronically: tietoevry.com/agm. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy representative with a bank ID or mobile certificate.
• by email: agm@innovatics.fi
• by phone: +358 10 2818 909 on Mon-Fri at 9-12 a.m. and 1-4 p.m. (Finnish time)
• by regular mail: Innovatics Oy, AGM/Tietoevry, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Shareholders registering by email or mail shall submit the registration form available on the company's website www.tietoevry.com/agm or equivalent information.

When registering, please provide the requested information, such as the shareholder's name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy representative's date of birth. The personal data provided by the shareholders to Tietoevry Corporation will only be used in connection with the Annual General Meeting and with the processing of related necessary registrations. The privacy notice is available on www.tietoevry.com/agm.

The shareholder, his/her representative or proxy representative must be able to prove his/her identity and/or right of representation at the meeting venue.

Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting from the number +358 10 2818 909 on Mon-Fri at 9-12 a.m. and 1-4 p.m. (Finnish time).

b) Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 1 March 2024 would be entitled to be registered in the shareholders’ register of the Tietoevry Corporation maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register maintained by Euroclear Finland Oy no later than on 8 March 2024 by 10 a.m. Finnish time. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date of the Annual General Meeting will not affect the right to participate in the General Meeting or the number of votes of such shareholder at the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions from his/her custodian bank regarding the temporary registration in the shareholders' register of Tietoevry Corporation, the issuing of proxy authorization documents and voting instructions, as well as registration for the Annual General Meeting and advance voting.

The account manager of the custodian bank shall temporarily register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the shareholders’ register of the Tietoevry Corporation at the latest by 8 March 2024 by 10 a.m. (Finnish time) and, if necessary, take care of advance voting on behalf of a holder of nominee registered shares prior to the end of the registration period concerning holders of nominee registered shares.

For the sake of clarity, instructions for shareholders whose shares are nominee registered in Sweden or Norway are set out in subsections C.1c) "Shareholders with shares registered with Euroclear Sweden AB in Sweden” and C.1d) "Shareholders with shares registered with Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) in Norway”, respectively.

Additional information is available on the company's website www.tietoevry.com/agm.

c) Shareholders with shares registered with Euroclear Sweden AB in Sweden

Shareholders must be registered in the shareholders' register maintained by Euroclear Sweden AB on 5 March 2024 to be entitled to participate in the Annual General Meeting. Such shareholders are re-registered in the shareholders' register maintained by Euroclear Finland Oy provided that the shareholders has notified the company thereof in accordance with the instructions set out below.

Notification of participation shall be made no later than by 4 p.m. (Finnish time) on 5 March 2024 either:
 

• electronically: www.tietoevry.com/agm. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a bank ID.
• by email: agm@innovatics.fi, or
• by regular mail: Innovatics Oy, AGM/Tietoevry, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Shareholders registering by mail or email shall submit the registration form available on the company's website www.tietoevry.com/agm or equivalent information with the message.

Shareholders whose shares are nominee registered in Sweden and who wish to participate in the Annual General Meeting and use their voting rights must instruct the nominee to re-register their shares in the shareholders' own name in the shareholders' register maintained by Euroclear Sweden AB in good time prior to 5 March 2024 which is the deadline for re-registration. A shareholder must also take care of issuing of possible proxy documents and advance voting instructions.

Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting from the number +358 10 2818 910 on Mon-Fri at 9-12 p.m. and 1-4 p.m. (Finnish time).

d) Shareholders with shares registered with Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) in Norway

Shareholders must be registered in the shareholders' register maintained by Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) on 1 March 2024 to be entitled to participate in the Annual General Meeting, and instruct Nordea Issuer Services to temporary register their shares in the shareholders' register of Tietoevry Corporation maintained by Euroclear Finland Oy.

The request for temporary registration shall be submitted in writing to Nordea Issuer Services in Norway either by email nis@nordea.com or by mail to Nordea, Issuer Services, Postboks 1166, Sentrum, 0107 Oslo, Norway, and the request for registration must be received by no later than 4 March 2024 by 12.00 a.m. (Norwegian time). The shareholders must also take care of issuing possible proxies and advance votes. This temporary registration through Nordea Issuer Services is considered a registration for the Annual General Meeting.

2 Proxy representatives and powers of attorney

Shareholders may participate and exercise their rights in the Annual General Meeting also through a proxy representative. A proxy representative of a shareholder may also vote in advance in the manner described in this notice.

Proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A proxy representative of a shareholder shall produce a dated proxy document, or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. The right of representation can be demonstrated by using the suomi.fi e-Authorizations service available in the electronic registration service.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, AGM/Tietoevry, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi. The proxy documents must be received before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the Annual General Meeting in the manner described in this notice.

3 Advance voting

Shareholders may also vote in advance on certain items on the agenda of the Annual General Meeting in accordance with the following instructions.

a) Shareholders with shares registered with Euroclear Finland Oy in Finland

A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account may vote in advance during the period 15 February 2024 - 7 March 2024 at 4 p.m. Finnish time either:

• electronically: tietoevry.com/agm. The service is accessed in the same way as described in the registration process outlined in section C.1.a) "Shareholders with shares registered with Euroclear Finland Oy in Finland".
• by email: agm@innovatics.fi, or
• by regular mail: Innovatics Oy, AGM/Tietoevry, Ratamestarinkatu 13 A- FI-00520 Helsinki, Finland.

Shareholders registering by mail or email shall submit the advance voting form available on the company's website www.tietoevry.com/agm or equivalent information with the message.

Advance votes must be received by the end of the registration period. Submitting advance votes in this way before the end of registration and advance voting is considered registration for the Annual General Meeting, as long as the above-mentioned information required for registration is provided.

A representative or proxy representative of the shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting from the number +358 10 2818 909 on Mon-Fri at 9-12 a.m. and 1-4 p.m. (Finnish time).

b) Nominee registered shareholders

For holders of nominee registered shares, advance voting is carried out via their account manager. The account manager may cast advance votes on behalf of the holders of nominee registered shares that they represent in accordance with the voting instructions provided by the holders of nominee registered shares during the registration period for the nominee registered shares.

For the sake of clarity, instructions for shareholders whose shares are nominee registered in Sweden or Norway are set out in subsections C. 3c) "Shareholders with shares registered with Euroclear Sweden AB in Sweden” and C. 3d) "Shareholders with shares registered with Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) in Norway”, respectively.

c) Shareholders with shares registered with Euroclear Sweden AB in Sweden

A shareholder with shares registered at Euroclear Sweden AB can also vote in advance on certain matters on the agenda during the period 15 February 2024 at 3 p.m. - 5 March 2024 at 4 p.m. (Finnish time) either by

• electronically: www.tietoevry.com/agm. The service is accessed in the same way as described in the registration process outlined in section C.1.c) "Shareholders with shares registered with Euroclear Sweden AB in Sweden".
• by email: agm@innovatics.fi, or
• by regular mail: Innovatics Oy, AGM/Tietoevry, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Shareholders registering by mail or email shall submit the advance voting form available on the company's website www.tietoevry.com/agm or equivalent information with the message.

A legal representative or proxy representative of the shareholder must in connection with delivering the advance voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by delivering votes in advance to Innovatics Oy, the delivery of the advance votes shall constitute due registration for the Annual General Meeting. Advance votes must be received within the registration period.

Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting from the number +358 10 2818 910 on Mon-Fri at 9-12 a.m. and 1-4 p.m. (Finnish time).

d) Shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) in Norway

A shareholder with shares registered in Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) and who wishes to vote in advance on certain items on the agenda of the Annual General Meeting should send voting instructions to Nordea Issuer Services either by email to nis@nordea.com or by mail to Nordea, Issuer Services, Postboks 1166, Sentrum, 0107 Oslo, Norway. The voting instructions must be received no later than 4 March 2024 at 12:00 a.m. (Norwegian time).

e) Other matters related to Advance Voting

Shareholders who have voted in advance and who wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose decisions, the right to demand a vote at the Annual General Meeting, or to vote on a possible counterproposal or any other proposals made at the meeting, must attend the Annual General Meeting in person or by proxy representation at the meeting venue.

A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.

4 Following the meeting via webcast

A shareholder who has registered for the Annual General Meeting may also follow the meeting remotely.

Remote access to the Annual General Meeting will be provided through Inderes Plc's virtual general meeting service on the Videosync platform, which includes video and audio access to the Annual General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, following the meeting requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.

The link and password for webcast will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided in connection with the registration to all those who have registered for the Annual General Meeting no later than the day before the General Meeting. It is recommended to log into the general meeting service well in advance of the time the meeting opens.

For more information on the general meeting service, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that you read the detailed instructions before the meeting.

It is not possible to present questions, make counterproposals, speak or vote through the webcast, and following the meeting through the webcast is not considered as participation in the Annual General Meeting or exercise of shareholder rights under the Finnish Companies Act.

5 Further instructions and information

The meeting is conducted in Finnish and will include presentations both in Finnish and in English. Simultaneous translations will be available into English and as necessary into Finnish.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Annual General Meeting.

Changes in shareholding after the record date of the Annual General Meeting will not affect the right to participate in the General Meeting or the number of votes of such shareholder at the Annual General Meeting.

The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Market Act is available at tietoevry.com/agm.

On the date of this notice to the Annual General Meeting the total number of shares and votes in Tietoevry Corporation is 118 425 771, and the company has in its possession 34 679 own shares. These shares are not entitled to exercising voting right at the meeting.

The coffee will be served after the meeting.

15 February 2024

Tietoevry Corporation
Board of Directors

For further information, please contact:

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

DISTRIBUTION

NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
Principal Media

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

Tags: