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 EUR 15 600 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;
- Amendment of Section 3 concerning the Board of Directors by adding provisions regarding the election of the Vice Chairperson of the Board of Directors; and
- Amendment of Section 10 concerning the Annual General Meeting by adding a decision on the election of the Vice Chairperson as a matter to be considered at the Annual General Meeting.
Amendment of the Charter of the Shareholders' Nomination Board
The Annual General Meeting resolved to amend the Charter of the Shareholders' Nomination Board in accordance with the proposal of the Shareholders' Nomination Board. The material amendments include:
- Updating the Charter to reflect the brand change from Tietoevry to Tieto.
- Revising the reference date for determining the four largest shareholders and the deadline for aggregated holdings notifications from 31 August to 1 June.
- Combining the wording of the duties of the Shareholders' Nomination Board to include both the responsibility to prepare and present proposals to the Annual General Meeting.
- Explicitly including the Vice Chairperson in proposals concerning the proposals for the board appointments.
- Updating board qualification criteria by:
- Adding corporate governance expertise as a required competence.
- Replacing ESG with sustainability matters.
- Reinforcing adherence to the recommendations of the Finnish Corporate Governance Code.
Authorising the Board of Directors to decide on the repurchase of the company's own shares
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors 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 authorisation cancels previous unused authorisations to decide on the repurchase of the company's own shares. The authorisation is effective until the next Annual General Meeting, however, no longer than until 30 April 2027.
Authorising 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 Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise 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 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 authorisation (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 to be used as part of the company's share-based incentive programmes.
- 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 authorisation 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 authorisation cancels previous unused authorisations to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares. The authorisation is effective until the next Annual General Meeting, however, no longer than until 30 April 2027.
Approval of delisting of the company's shares from the Oslo Stock Exchange
The Annual General Meeting resolved to approve the delisting of the company's shares from the Oslo Stock Exchange and authorised the Board of Directors to take all necessary measures to implement the delisting, including filing a delisting application with the Oslo Stock Exchange on behalf of the company.
The company's shares will remain listed on Nasdaq Helsinki where the substantial majority of the daily trading volume of the company's shares is conducted, and subject to the Board of Directors ongoing consideration, in Nasdaq Stockholm. The company will continue to be subject to Finnish securities market legislation, the regulations and rules of Nasdaq Helsinki, the Finnish Corporate Governance Code, and applicable EU regulations, which provide comprehensive protection for shareholders and ensure continued transparency and good governance.
The registration of the company's shares with the Norwegian securities depository (VPS) will continue to be maintained for a transitional period of at least 12 months from the date of delisting to enable VPS shareholders to transfer their shares to the Finnish book-entry system maintained by Euroclear Finland. The company's shares will continue to be traded on Nasdaq Helsinki without interruption.
Further information to shareholders on the Oslo Stock Exchange and instructions for transferring shares from VPS to Euroclear Finland are available on the company's website at www.tietoevry.com/en/investor-relations/shares-and-shareholders.
Minutes
The minutes of the Annual General Meeting will be available at www.tietoevry.com/agm as from 7 April 2026 at the latest.
For further information, please contact:
Laura Ruoppa, Head of Corporate Governance and Compliance, tel. +358 45 1144 539, laura.ruoppa (at) tieto.com
Tietoevry Corporation
DISTRIBUTION
NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
Principal Media
Tieto is a leading software and digital engineering services company with global market reach and capabilities. We provide customers across different industries with mission-critical solutions through our specialized software businesses Tieto Caretech, Tieto Banktech and Tieto Indtech as well as Tieto Tech Consulting business. Our around 14 000 talented vertical software, design, cloud and AI experts are dedicated to empowering our customers to succeed and innovate with latest technology.
Tieto's annual revenue is approximately EUR 2 billion. The company's shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as on Oslo Børs. www.tieto.com
