Tietoevry Corporation: Decisions of the Annual General Meeting on 24 March 2022

Tietoevry Corporation              STOCK EXCHANGE RELEASE             24 March 2022   5.15 p.m. EET

Tietoevry Corporation‘s Annual General Meeting (AGM) was held on 24 March 2022 at the firm’s premises in Espoo, Finland. In order to stop the unfold of the COVID-19 pandemic, shareholders or their proxy representatives couldn’t be bodily current at the assembly venue. After the AGM, the webcast continued with a separate Q&A session with the alternative to current inquiries to the firm’s administration.

There have been 562 shareholders represented at the assembly representing altogether 77 075 938 shares and votes. The AGM supported all the proposals by the Shareholders’ Nomination Board and Board of Directors and accepted the monetary statements 2021 and discharged the firm’s officers from legal responsibility for the monetary yr 2021. The assembly additionally accepted the Remuneration Report by means of an advisory vote and modification to part 1 of the Articles of (*24*) to align the spelling of the firm identify with the new model.

In addition, the AGM made the following choices:

Dividend fee

The assembly determined on a dividend of whole EUR 1.40 per share from the distributable funds of the firm for the monetary yr that ended on 31 December 2021. The fee will likely be made in two instalments as follows:

• The first dividend instalment of EUR 0.70 per share shall be paid to shareholders who on the document date for the first dividend instalment on 28 March 2022 are recorded in the shareholders’ register held by Euroclear Finland Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The first dividend instalment shall be paid starting from 6 April 2022 in accordance with the procedures relevant in Euroclear Finland, Euroclear Sweden and the VPS.

• The second dividend instalment of EUR 0.70 per share shall be paid to shareholders who on the document date for the second dividend instalment on 26 September 2022 are recorded in the shareholders’ register held by Euroclear Finland Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The second dividend instalment shall be paid starting from 5 October 2022 in accordance with the procedures relevant in Euroclear Finland, Euroclear Sweden and the VPS.

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

Board composition and remuneration

The assembly determined that the Board of Directors shall consist of eight members and re-elected the Board’s present members Timo Ahopelto, Tomas Franzén, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen, Angela Mazza Teufer, Katharina Mosheim, Niko Pakalén and Endre Rangnes. Tomas Franzén was re-elected as the Chairperson of the Board of Directors.

In addition to the above, the firm’s personnel has elected to the Board of Directors two members, every with a private deputy. Robert Spinelli (deputy member Sigve Sandvik Lærdal) and Ilpo Waljus (deputy member Tommy Sander Aldrin) have been appointed to the Board of Directors till the AGM 2023.

The assembly accepted that the remuneration of the Board of Directors will likely be annual charges as follows: EUR 128 500 to the Chairperson, EUR 72 000 to the Deputy Chairperson and EUR 54 500 to the abnormal members of the Board of Directors. In addition to those charges, the assembly accepted that the Chairperson of a everlasting Board Committee receives an annual price of EUR 20 000 and a member of a everlasting Board Committee receives an annual price of EUR 10 000. In addition, a remuneration of EUR 800 is paid to the Board members elected by the AGM for every everlasting or short-term committee assembly. Further, the assembly determined that remuneration for worker representatives elected as abnormal members of the Board of Directors will likely be an annual price of EUR 15 000.

The assembly additionally accepted that half of the annual remuneration could also be paid in the firm’s shares bought from the market. An elected member of the Board of Directors could, at his/her discretion, select from the following 5 alternate options:

1   No money, 100% in shares

2   25% in money, 75% in shares

3   50% in money, 50% in shares

4   75% in money, 25% in shares, or

5   100 in money, no shares

Shares will likely be acquired instantly on behalf of the members of the Board inside two weeks from the launch of the firm’s interim report 1 January-31 March 2022. If the remuneration can’t be delivered at the moment as a consequence of insider regulation or different justified purpose, the firm shall ship shares later or pay the remuneration absolutely in money.

Remuneration of the worker representatives elected as the abnormal members in the Board of Directors will likely be paid in money.

Auditor

The assembly re-elected the agency of licensed public accountants Deloitte Oy as the firm’s auditor for the monetary yr 2022. The auditor shall be reimbursed in line with the auditor’s bill and in compliance with the buy ideas accepted by the Audit and Risk Committee.

Authorizing the Board of Directors to determine on the repurchase of the firm’s personal shares

The Board of Directors was licensed to determine on the repurchase of the firm’s personal shares as follows:

• The quantity of personal shares to be repurchased shall not exceed 11 800 000 shares, which presently corresponds to roughly 10% of all the shares in the firm. Only the unrestricted fairness of the firm can be utilized to repurchase personal shares.
• Own shares could be repurchased at a worth fashioned in public buying and selling on the date of the repurchase or at a worth in any other case fashioned on the market.
• The Board of Directors decides how the share repurchase will likely be carried out. Own shares could be repurchased inter alia through the use of derivatives. The firm’s personal shares could be repurchased in any other case than in proportion to the shareholdings of the shareholders (directed repurchase).

The authorization cancels earlier unused authorizations to determine on the repurchase of the firm’s personal shares. The authorization is efficient till the subsequent AGM, nevertheless, now not than till 28 April 2023.

Authorizing the Board of Directors to determine on the issuance of shares in addition to on the issuance of possibility rights and different particular rights entitling to shares

The Board of Directors was licensed to determine on the issuance of shares in addition to on the issuance of possibility rights and different particular rights entitling to shares referred to in chapter 10 part 1 of the Companies Act in a number of tranches as follows:

• The quantity of shares to be issued based mostly on the authorization (together with shares to be issued based mostly on the particular rights) shall not exceed 11 800 000 shares, which presently corresponds to roughly 10% of all the shares in the firm. However, out of the above most quantity of shares to be issued not more than 950 000 shares, presently similar to lower than 1% of all of the shares in the firm, could also be issued as half of the firm’s share-based incentive applications.

• The Board of Directors decides on the phrases and situations of the issuance of shares, possibility rights and different particular rights entitling to shares. The authorization considerations each the issuance of new shares in addition to the switch of treasury shares. The issuance of shares and of particular rights entitling to shares could also be carried out in deviation from the shareholders’ pre-emptive proper (directed subject).

The authorization cancels earlier unused authorizations to determine on the issuance of shares and on the issuance of choices and different particular rights entitling to shares. The authorization is efficient till the subsequent AGM, nevertheless, now not than till 28 April 2023.

Minutes

Minutes of the assembly will likely be out there at www.tietoevry.com/agm as from 7 April 2022 at the newest.

For additional info, please contact:

Esa Hyttinen, Deputy General Counsel, tel. +358 40 766 6196, firstname.lastname (at) tietoevry.com

Tietoevry Corporation

DISTRIBUTION

NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
Principal Media

Tietoevry creates purposeful expertise that reinvents the world for good. We are a number one expertise firm with a powerful Nordic heritage and international capabilities. Based on our core values of openness, belief and variety, we work with our clients to develop digital futures the place companies, societies, and humanity thrive.

Our 24 000 specialists globally concentrate on cloud, knowledge, and software program, serving hundreds of enterprise and public sector clients in additional than 90 nations. Tietoevry’s annual turnover is roughly EUR 3 billion and the firm’s shares are listed on the NASDAQ alternate in Helsinki and Stockholm, in addition to on Oslo Børs. www.tietoevry.com

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