Tietoevry Corporation STOCK EXCHANGE RELEASE 12 February 2026 at 3 p.m. EET
Notice is given to the shareholders of Tietoevry Corporation ("Tieto" or the
"company") to the Annual General Meeting to be held on Tuesday 24 March 2026 at
4 p.m. (Finnish time) at Tieto's premises, address Keilalahdentie 2-4, 02150
Espoo, Finland. The reception of attendees who have registered for the meeting
and the distribution of voting tickets will commence at the meeting venue at 3
p.m. (Finnish time).
Shareholders can also exercise their right to vote by voting in advance.
Instructions for advance voting are presented in this notice under section C.
Shareholders registered to the Annual General Meeting may also follow the
meeting through a webcast. Additional information regarding the webcast is
presented in this notice under section C. It is not possible to present
questions, make proposals, speak or vote through the webcast, and following the
meeting through the webcast is not considered as participation in the Annual
General Meeting or exercise of shareholder rights under the Finnish Companies
Act.
Further information on the Annual General Meeting is available on the company's
website at tietoevry.com/agm.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1 Opening of the meeting
2 Calling the meeting to order
3 Election of persons to scrutinize the minutes and to supervise the counting
of votes
4 Recording the legality of the meeting
5 Recording the attendance at the meeting and adoption of the list of votes
6 Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2025
· CEO review
· The annual accounts, the report of the Board of Directors (which includes
the sustainability statement), the auditor's report and the sustainability
reporting assurance report are available on the company's website at
tietoevry.com/agm.
7 Adoption of the annual accounts
8 Resolution on the use of the profit shown on the balance sheet and the
distribution of dividend
The Board of Directors proposes to the Annual General Meeting that, based on the
balance sheet to be adopted for the financial year, which ended 31 December
2025, a dividend in the total amount of EUR 0.88 per share be paid from the
distributable funds of the company 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. The Board of Directors also proposes that the Annual General
Meeting would authorize 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.
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.
9 Resolution on the discharge of the members of the Board of Directors and
the CEO from liability
10 Presentation and adoption of the Remuneration Report
The Board of Directors presents the Remuneration Report for the company's
governing bodies for the financial year 2025 and proposes that the Annual
General Meeting adopts the report through an advisory decision. The published
Remuneration Report and the company's current Remuneration Policy are available
on the company's website at tietoevry.com/agm.
11 Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the annual fees payable to the
members of the Board of Directors elected by the Annual General Meeting be as
follows:
? EUR 140 200 to the Chairperson (2025: EUR 140 200),
? EUR 75 000 to the Deputy Chairperson (2025: EUR 75 000),
? EUR 56 700 to the ordinary members (2025: EUR 56 700).
In addition to these fees, it is proposed that the Chairperson of a permanent
Board committee be paid, in accordance with previous practice, an annual fee of
EUR 20 000, and a member of a permanent Board committee be paid an annual fee of
EUR 10 000. It is also proposed that the members elected by the Annual General
Meeting will be paid, in accordance with previous practice, EUR 800 for each
Board meeting and for each permanent or temporary committee meeting. Further, it
is proposed that the employee representatives elected as ordinary members of the
Board of Directors be paid an annual fee of EUR 15 600 (2025: EUR 15 600) and
the employee representatives elected as deputy members of the Board of Directors
be paid an annual fee of EUR 7 800 (2025: EUR 7 800).
The Shareholders' Nomination Board is of the opinion that increasing the long
-term shareholding of Board members will benefit all the shareholders. Every
member of the Board of Directors elected by the Annual General Meeting is
expected to over a five-year period accumulate a shareholding in the company
that exceeds their one-time annual remuneration.
The Shareholders' Nomination Board therefore proposes that 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.
12 Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would decide to
amend the company's Articles of Association as follows:
· Amendment of Section 1 concerning the company name and domicile by changing
the company's name from Tietoevry Oyj to Tieto Oyj