Qt Group Plc | Stock Exchange Release | April 14, 2026 at 3:00 pm EEST
Qt Group Plc's Annual General Meeting (AGM) held on April 14, 2026, adopted the company's financial statements, including the consolidated financial statements for the accounting period 1 January ? 31 December 2025, reviewed the Remuneration Report for company's governing bodies and discharged the Members of the Board and the Chief Executive Officer from liability.
Payment of dividend
The AGM decided that based on the balance sheet to be adopted for the accounting period ended December 31, 2025 no dividend will be paid.
Composition of the Board of Directors
The AGM decided to elect six members to the Board. Elina Anckar, Marika Auramo, Matti Heikkonen, Robert Ingman and Mikko Marsio were re-elected as Board members, and Jouni Toijala was elected as a new member, all based on their respective consent for a new term ending at the close of the 2027 Annual General Meeting. At the Organizing Meeting held after the General Meeting, Robert Ingman was elected as Chair of the Board and Mikko Marsio was elected as Vice Chair of the Board.
The Board decided on the composition of the Board Committees as follows:
Audit Committee: Elina Anckar (Chair), Mikko Marsio and Marika Auramo.
Compensation and Nomination Committee: Matti Heikkonen (Chair), Robert Ingman and Jouni Toijala.
Remuneration of the members of the Board of Directors
The AGM decided that the monthly remuneration payable to the Board members elected for the term until the close of Annual General Meeting 2027 shall be EUR 3,000, EUR 4,000 to the Vice Chair of the Board, and EUR 6,000 to the Chair of the Board.
In addition, the Chair of each Board Committee will receive a meeting fee of EUR 1,000 for every Committee meeting and in all other respects all Board members will receive a meeting fee of EUR 500 for every meeting of the Board and Board Committee.
In addition to the above-mentioned fees, the ordinary and reasonable expenses of Board members will be remunerated according to the invoice approved by the company.
Election of the CSRD assurance provider
The AGM decided to elect Company's auditor KPMG Oy Ab, Authorised CSRD Providers, to serve as the CSRD assurance provider of the company, with Authorised CSRD Assurance Provider Jonne Ahokas as the principal CSRD assurance provider. The term of the CSRD assurance provider ends at the close of the Annual General Meeting following the election. The Company will carry out the assurance of the sustainability reporting, or parts thereof, for the financial period 2026 if required by EU or national legislation, or if the Company has another compelling reason to conduct the assurance. If none of the above reasons apply, the Company will not conduct assurance of the sustainability reporting for the financial period 2026.
Remuneration of the auditor and the CSRD assurance provider
The AGM decided that the company's auditor and CSRD assurance provider will be reimbursed according to the reasonable invoice provided by the auditor/CSRD assurance provider.
Authorizing of the Board of Directors to decide on the repurchase and/or acceptance as pledge of the company's own shares
The AGM authorized the Board to decide on the repurchase and/or acceptance as pledge of a maximum of 2,000,000 of the company's own shares by using funds in the unrestricted equity.
The Board shall decide on how the shares will be repurchased. The shares may be repurchased otherwise than in proportion to the shareholdings of the current shareholders. The authorization also includes the acquisition of shares through public trading organized by Nasdaq Helsinki Ltd in accordance with its and Euroclear Finland Ltd's rules and instructions, or through offers made to shareholders.
The shares may be repurchased in order to improve the capital structure of the company, to finance or carry out acquisitions or other arrangements, to carry out the company's share-based incentive schemes, to be transferred for other purposes, or to be cancelled. The shares shall be repurchased for a price based on the fair value quoted in public trading.
The authorization shall be valid for 18 months from the issue date of the authorization, i.e. until October 14, 2027 and it replaces any earlier authorizations on repurchase and/or acceptance as pledge of company's own shares.
Authorizing the Board of Directors to decide on a share issue and granting of special rights entitling to shares
The AGM authorized the Board to decide on share issue and granting of special rights pursuant to Chapter 10 Section 1 of the Companies Act, subject to or free of charge, in one or several tranches on the following terms: The maximum total number of shares to be issued by virtue of authorization is 2,000,000.
The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. By virtue of the authorization, the Board of Directors is entitled to decide on share issues and granting of special rights waiving the pre-emptive subscription rights of the shareholders (directed issue).
The authorization may be used in order to finance or carry out acquisitions or other arrangements, to carry out the company's share-based incentive schemes and to improve the capital structure of the company, or for other purposes decided by the Board of Directors.
The authorization includes the Board of Directors' right to decide on all terms relating to the share issue and granting of special rights including the subscription price, its payment and its entry into the company's balance sheet.
The authorization shall be valid for 18 months from the issue date of the authorization, i.e. until October 14, 2027 and it replaces any earlier authorizations on share issue and granting of special rights.
Further information:
Mika Pälsi, General Counsel, Qt Group Plc
Tel. +358 9 8861 8040, mika.palsi@qt.io
Distribution:
Nasdaq Helsinki
Key media
www.qt.io
About Qt Group
Qt Group (Nasdaq Helsinki: QTCOM) is a global software company, trusted by industry leaders and over 1.5 million developers worldwide to create applications and smart devices that users love. We help our customers increase productivity through the entire product development journey: from UI design to software development, optimizing embedded systems, and quality management. Our customers are in more than 70 different industries in over 180 countries. Qt Group employs some 1100 people, and its net sales in 2025 were 216.3 MEUR. To learn more, visit www.qt.io.
