Tietoevry Corporation STOCK EXCHANGE RELEASE 24 March 2026 06:20
p.m. EET
Tietoevry Corporation's ("Tieto" or the "company") Annual General Meeting was
held on 24 March 2026 at the company's premises in Espoo, Finland. Shareholders
registered to the Annual General Meeting were also able to follow the meeting
via webcast.
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 2025 and discharged the members of the Board of Directors and the
CEO from liability for the financial year 2025. The Annual General Meeting also
adopted the Remuneration Report 2025 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
The Annual General Meeting decided, in accordance with the proposal of the Board
of Directors, to pay a dividend in the total amount of EUR 0.88 per share from
the distributable funds of the company. The dividend will be paid in two
instalments as follows:
· The first dividend instalment of EUR 0.44 per share in aggregate shall be
paid to shareholders who on the record date for the first dividend instalment on
26 March 2026 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). For shareholders whose
shares are registered with Euroclear Finland Oy, the payment date is on 2 April
2026. 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 dividend instalment of EUR 0.44 per share in aggregate shall be
paid to shareholders who on the record date for the second dividend instalment
on 23 September 2026 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). For shareholders whose
shares are registered with Euroclear Finland Oy, the payment date is on 2
October 2026. 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.
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.
The Annual General Meeting also authorised the Board of Directors to decide, if
necessary, on a new record date and payment date for the second dividend
instalment, for example if the rules of Euroclear Finland Oy or statutes
applicable to the Finnish book-entry system change or otherwise so require.
Board composition and remuneration
The Annual General Meeting decided, in accordance with the proposal of the
Shareholders' Nomination Board, that the company's Board of Directors shall have
eight (8) members elected by the Annual General Meeting.
Nina Bjornstad, Elisabetta Castiglioni, Marianne Dahl, Tomas Franzén, Harri
-Pekka Kaukonen, Gustav Moss and Petter Söderström were re-elected as members of
the Board of Directors. Mikko Kettunen was elected as a new member of the Board
of Directors. Tomas Franzén was re-elected as the Chairperson of the Board of
Directors. Marianne Dahl was elected as the Vice Chairperson of the Board of
Directors.
In addition to the above-mentioned persons, the company's personnel has elected
two ordinary members and two deputy 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:ordinary members Björn Tjernström and Minna
Kilpala with deputies Ilpo Waljus and Tommy Sander Aldrin.
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. Furthermore, in accordance with previous practice, 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. It was also
decided that the employee representatives elected as ordinary members of the
Board of Directors will be paid an annual fee of EUR15 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 2026. 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 2026. Deloitte Oy was also re-elected
as the company's sustainability reporting assurance provider for the financial
year 2026. 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.
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. The material amendments
include:
· Amendment of Section 1 concerning the company name and domicile by changing
the company's name from Tietoevry Oyj to Tieto Oyj