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 2024at the company's premises in Espoo, Finland. Shareholders registered to theAnnual General Meeting were also able to follow the meeting through a webcast.
There were 601 shareholders represented at the meeting representing altogether76 343 271 shares and votes. The Annual General Meeting supported all theproposals by the Shareholders' Nomination Board and the Board of Directors andapproved the financial statements 2023 and discharged the company's officersfrom liability for the financial year 2023. The meeting also supported the newRemuneration Policy for the company's governing bodies and approved theRemuneration Report 2023 through an advisory decision. The new RemunerationPolicy has been drafted for a four-year period, and it is intended to remainineffect 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 thedistributable funds of the company for the financial year that ended on 31December 2023. The payment will be made in two instalments as follows:
· The first dividend instalment of EUR 0.735 per share shall be paid toshareholders who on the record date for the first dividend instalment on 15March 2024 are registered in the shareholders' register maintained byEuroclearFinland Oy or the registers maintained by Euroclear Sweden AB or EuronextSecurities Oslo/Verdipapirsentralen ASA (VPS). The first dividend instalmentshall be paid beginning from 3 April 2024 in accordance with the proceduresapplicable in Euroclear Finland, Euroclear Sweden and the VPS. · The second dividend instalment of EUR 0.735 per share shall be paid toshareholders who on the record date for the second dividend instalment on 23September 2024 are registered in the shareholders' register maintained byEuroclear Finland Oy or the registers maintained by Euroclear Sweden AB orEuronext Securities Oslo/Verdipapirsentralen ASA (VPS). The second dividendinstalment shall be paid beginning from 3 October 2024 in accordance with theprocedures applicable to Euroclear Finland, Euroclear Sweden and the VPS.
Dividends payable to Euroclear Sweden-registered shares will be forwarded byEuroclear Sweden AB and paid in Swedish crowns. Dividends payable to VPS-registered shares will be forwarded by Nordea Bank Plc's branch in Norway andpaid in Norwegian crowns.
Board composition and remuneration
The meeting decided that the Board of Directors shall consist of nine membersand re-elected the current members of the Board of Directors Bertil Carlsén,Elisabetta Castiglioni, Tomas Franzén, Liselotte Hägertz Engstam, Harri-PekkaKaukonen, 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 totheBoard of Directors. Employees have elected the following persons for the termofoffice that ends at the close of the next Annual General Meeting: AndersPalklint and Thomas Slettemoen with deputies Ilpo Waljus and Tommy SanderAldrin.
The meeting approved that the remuneration of the members Board of Directorselected by the Annual General Meeting will be as follows: EUR 137 500 to theChairperson, EUR 73 500 to the Deputy Chairperson and EUR 55 600 to themembers.In addition to these fees, the meeting approved that the Chairperson of apermanent Board Committee receives an annual fee of EUR 20 000, and a memberofa permanent Board Committee received an annual fee of EUR 10 000. Furthermore,aremuneration of EUR 800 is paid to the members elected by the Annual GeneralMeeting for each Board meeting and for each permanent or temporary committeemeeting. The meeting also decided that the remuneration for employeerepresentatives elected as ordinary members of the Board of Directors will beanannual fee of EUR 15 300 and remuneration for the employee representativeselected as deputy members of the Board of Directors be paid an annual fee ofEUR7 650.
The meeting also approved that part of the annual remuneration may be paid inthe company's shares purchased from the market. A member of the Board ofDirectors 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 Boardwithin two weeks from the release of the company's interim report 1 January-31March 2024. If the remuneration cannot be delivered at that time due toinsiderregulation or other justified reason, the company shall deliver the shareslateror pay the remuneration fully in cash. The remuneration of the employeerepresentatives elected as members in the Board of Directors will be paid incash.
Auditor
The meeting re-elected the firm of authorized public accountants Deloitte Oyasthe company's auditor for the financial year 2024. The auditor shall bereimbursed according to the auditor's invoice and in compliance with thepurchase principles approved by the Audit and Risk Committee.
Authorized Sustainability Auditor
The meeting elected Deloitte Oy as the sustainability auditor for thefinancialyear 2024. The sustainability auditor shall be reimbursed according to theauditor's invoice and in compliance with the purchase principles approved bytheAudit and Risk Committee.
Authorizing the Board of Directors to decide on the repurchase of thecompany'sown shares
The Board of Directors was authorized to decide on the repurchase of thecompany's own shares as follows:
· The number of own shares to be repurchased shall not exceed 11800 000shares, which currently corresponds to approximately 10% of all the shares inthe company. Only the unrestricted equity of the company can be used torepurchase own shares. · Own shares can be repurchased at a price formed in public trading on thedate of the repurchase or at a price otherwise formed on the market. · The Board of Directors decides how the share repurchase will be carriedout.Own shares can be repurchased inter alia by using derivatives. The company'sownshares can be repurchased otherwise than in proportion to the shareholdings ofthe shareholders (directed repurchase).
The authorization cancels previous unused authorizations to decide on therepurchase of the company's own shares. The authorization is effective untilthenext Annual General Meeting, however, no longer than until 29 April 2025.
Authorizing the Board of Directors to decide on the issuance of shares as wellas on the issuance of option rights and other special rights entitling toshares
The Board of Directors was authorized to decide on the issuance of shares aswell as on the issuance of option rights and other special rights entitling toshares referred to in chapter 10 section 1 of the Finnish Companies Act in oneor more instalments as follows:
· The number of shares to be issued based on the authorization (includingshares to be issued based on the special rights) shall not exceed 11800 000shares, which currently corresponds to approximately 10% of all the shares inthe company. However, out of the above maximum number of shares to be issued,nomore than 1 200 000 shares, currently corresponding to approximately 1% of allof the shares in the company, may be issued as part of the company'sshare-basedincentive programs. · The Board of Directors decides on the terms and conditions of the issuanceof shares as well as of option rights and other special rights entitling toshares. The authorization concerns both the issuance of new shares as well asthe transfer of treasury shares. The issuance of shares as well as of optionrights and other special rights entitling to shares may be carried out indeviation from the shareholders' pre-emptive right (directed issue).
The authorization cancels previous unused authorizations to decide on theissuance of shares as well as on the issuance of option rights and otherspecialrights entitling to shares. The authorization is effective until the nextAnnualGeneral Meeting, however, no longer than until 29 April 2025.
Forfeiture of the shares held in the joint account and the rights carried bytheshares
The meeting decided on the forfeiture of the rights to all the shares enteredinthe joint account of the company as well as the rights attached to suchshares,if the shares have not been requested to be registered in the book-entrysystemin accordance with Chapter 6, Section 3 of the Act on the Book-Entry SystemandSettlement Activities prior to the decision by the Annual General Meeting.
Forfeited shares are subject to the provisions applicable to treasury sharesheld by the company.
As at the date of the notice to the Annual General Meeting on 15 February2024,the number of shares in the company's joint account was 10 560 shares.
Minutes
Minutes of the meeting will be available atwww.tietoevry.com/agm (https://www.tietoevry.com/en/investor-relations/governance/Shareholders-meetings/) as from 27 March 2024 at thelatest.
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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Tietoevry creates purposeful technology that reinvents the world for good. Weare a leading technology company with a strong Nordic heritage and globalcapabilities. Based on our core values of openness, trust and diversity, weworkwith our customers to develop digital futures where businesses, societies, andhumanity thrive.
Our 24 000 experts globally specialize in cloud, data, and software, servingthousands of enterprise and public-sector customers in more than 90 countries.Tietoevry's annual turnover is approximately EUR 3 billion and the company'sshares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well ason Oslo Børs. www.tietoevry.com (https://www.tietoevry.com/en/)
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