Tietoevry Corporation: Decisions of the Annual General Meeting on 25 March 2025

25 Mar 2025 17:12 CET

Tietoevry Corporation      STOCK EXCHANGE RELEASE      25 March 2025 6:12 p.m.
EET

Tietoevry Corporation's ("Tietoevry" or the "company") Annual General Meeting
was held on 25 March 2025 at the company's premises in Espoo, Finland.
Shareholders registered to the Annual General Meeting were also able to follow
the meeting via webcast.

589 shareholders were represented at the Annual General Meeting, representing a
total of 76 063 121 shares and votes. 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 2024 and discharged the
members of the Board of Directors and the CEO from liability for the financial
year 2024. The Annual General Meeting also adopted the Remuneration Report 2024
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 and/or return of capital

The Annual General Meeting resolved, in accordance with the proposal of the
Board of Directors, to distribute a total amount of EUR 1.50 per share from the
distributable funds of the company either as dividend from retained earnings or
as distribution of funds from the reserve for invested unrestricted equity or as
a combination of these.

The distribution of funds will be implemented in two instalments as follows:

· The first instalment of EUR 0.75 per share in aggregate shall be paid to
shareholders who on the record date for the first instalment on 27 March 2025
are registered in the shareholders' register maintained by Euroclear Finland Oy
or the registers maintained by Euroclear Sweden AB or Verdipapirsentralen ASA
(VPS). For shareholders whose shares are registered with Euroclear Finland Oy,
the payment date is on 3 April 2025. 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 instalment of EUR 0.75 per share in aggregate shall be paid to
shareholders who on the record date for the second instalment on 23 September
2025 are registered in the shareholders' register maintained by Euroclear
Finland Oy or the registers maintained by Euroclear Sweden AB or
Verdipapirsentralen ASA (VPS). For shareholders whose shares are registered with
Euroclear Finland Oy, the payment date is on 2 October 2025. 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.

Instalments payable to Euroclear Sweden AB-registered shares will be forwarded
by Euroclear Sweden AB and paid in Swedish crowns. Instalments 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 resolved, in accordance with the proposal of the
Board of Directors, to authorize the Board of Directors, when implementing the
distribution, to decide whether and to what extent the distribution is made as
dividend from retained earnings and whether and to what extent the distribution
is made from the reserve for invested unrestricted equity, and to decide, if
necessary, on a new record date and payment date for the second instalment of
the distribution. The company will publish such decisions of the Board of
Directors separately.

.

Board composition and remuneration

The Annual General Meeting resolved, in accordance with the proposal of the
Shareholders' Nomination Board, that the company's Board of Directors shall have
eight members elected by the Annual General Meeting.

Tomas Franzén, Bertil Carlsén, Elisabetta Castiglioni, Harri-Pekka Kaukonen,
Gustav Moss and Petter Söderström were re-elected as members of the Board of
Directors. Nina Bjornstad and Marianne Dahl were elected as new members of the
Board of Directors. Tomas Franzén was re-elected as the Chairperson of the Board
of Directors.

In addition to the above-mentioned persons, the company's personnel has elected
two 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: Ilpo Waljus and Tommy Sander Aldrin with deputies Minna Kilpala and
Anders Palklint.

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. 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 was resolved 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 2025. 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 2025. Deloitte Oy was also re-elected
as the company's sustainability reporting assurance provider for the financial
year 2025. 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.

Authorizing 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 authorize 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 authorization cancels previous unused authorizations to decide on the
repurchase of the company's own shares. The authorization is effective until the
next Annual General Meeting, however, no longer than until 29 April 2026.

Authorizing 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 authorize 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 authorization (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 programs.
· 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 authorization 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 authorization cancels previous unused authorizations to decide on the
issuance of shares as well as on the issuance of option rights and other special
rights entitling to shares. The authorization is effective until the next Annual
General Meeting, however, no longer than until 29 April 2026.

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 so that the material
amendments to the Articles of Association are:

· Addition of a new Section 7 concerning the sustainability reporting
assurance provider;
· Amendment of Section 10 (current Section 9) concerning the Annual General
Meeting by adding decisions on the remuneration policy and the adoption of the
remuneration report, as well as decisions on the remuneration and election of
the sustainability reporting assurance provider as matters to be considered at
the Annual General Meeting; and
· Complete removal of the section regarding the voting restriction at a
General Meeting (current Section 11).

As a result of the amendment to the Articles of Association, the consecutive
numbering of the sections of the Articles of Association will be changed to
reflect the amendments made.

Minutes

Minutes of the meeting will be available at tietoevry.com/agm as from 8 April
2025 at the latest.

For further information, please contact:

Jussi Tokola, General Counsel, tel. +358 40 834 9376, jussi.tokola (at)
tietoevry.com

Tietoevry Corporation

DISTRIBUTION

NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
Principal Media

Tietoevry creates purposeful technology that reinvents the world for good. We
are a leading technology company with a strong Nordic heritage and global
capabilities. Based on our core values of openness, trust and diversity, we work
with our customers to develop digital futures where businesses, societies, and
humanity thrive.

Our 23 000 experts globally specialize in cloud, data, and software, serving
thousands of enterprise and public-sector customers in around 90 countries.
Tietoevry's annual turnover is approximately EUR 3 billion and the company's
shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as
on Oslo Børs. www.tietoevry.com  (https://www.tietoevry.com/en/)

More information:
Access the news on Oslo Bors NewsWeb site