Tietoevry Corporation STOCK EXCHANGE RELEASE 15 January 20261:00 p.m.
EET
The Shareholders' Nomination Board proposes to the Annual General Meeting
2026that the meeting would decide as follows:
1 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 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 his/her 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.
2 Number of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that
the company's Board of Directors shall have eight members elected by the Annual
General Meeting.
3 Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that
the current members of the Board of Directors Nina Bjornstad, Elisabetta
Castiglioni, Marianne Dahl, Tomas Franzén, Harri-Pekka Kaukonen, Gustav Moss and
Petter Söderström be re-elected, and Mikko Kettunen be elected as a new member.
Bertil Carlsén has informed that he is not available for re-election. The
Shareholders' Nomination Board proposes that Tomas Franzén shall be re-elected
as the Chairperson of the Board of Directors. Further, the Shareholders'
Nomination Board proposes, considering that that the Annual General Meeting
resolves to amend the Charter of the Shareholders' Nomination Board of Tietoevry
Corporation as proposed below, that Marianne Dahl shall be elected as the Vice
Chairperson of the Board of Directors. All the proposed candidates have given
their consent to being elected. The term of office of the members of the Board
of Directors ends at the closing of the next Annual General Meeting.
Mikko Kettunen (born 1976), a Finnish citizen, is a seasoned executive,
professional board member and advisor at his own company, Movitz Advisory. With
over 20 years of experience in multinational environments across both project
and product businesses in listed and private companies, he brings a strong focus
on financial management, investor relations, corporate governance and ICT.
Currently, he serves as a Board member and Chair of the Audit Committee at Raute
Corporation, Fira Oy and Elcoline Group Oy. Kettunen holds an M.Sc. in Economics
and Business Administration (Finance) from the Helsinki School of Economics. He
is independent of the company and its significant shareholders. Currently,
Kettunen owns 2 000 Tietoevry shares through a legal entity which is controlled
by him and his family, and which qualifies as a person closely associated with
him.
The members of the Board of Directors proposed to be elected are independent of
the company and its major shareholders, excluding Petter Söderström, who is
independent of the company but not of one of its major shareholders, Solidium
Oy. The biographical details of the candidates and information on their holdings
are available on the company's website (https://www.tietoevry.com/en/investor
-relations/governance/board-of-directors/).
The Shareholders' Nomination Board has considered in their proposal the
composition of the Board of Directors as to its overall structure as well as the
individual members' versatile and mutually complementary professional expertise
and experience. The Shareholders' Nomination Board therefore proposes that the
Board of Directors is elected as a whole.
In addition to the above candidates, 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: Björn Tjernström and Minna Kilpala with deputies Ilpo Waljus and Tommy
Sander Aldrin.
4 Amendment of the Charter of the Shareholders' Nomination Board
The Shareholders' Nomination Board proposes that the Annual General Meeting
resolve to amend the Charter of the Shareholders' Nomination Board of Tietoevry
Corporation as follows:
· Update the Charter to reflect the brand change from Tietoevry to Tieto.
· Revise 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 include the Vice Chairperson in proposals concerning the
proposals for the board appointments.
· Update 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.
The proposal for the amended Charter of the Shareholders' Nomination Board as
well as a comparison against the current Charter of the Shareholders' Nomination
Board is available on the company's
website (https://www.tietoevry.com/en/investor-relations/governance/Shareholders
-meetings/).
5 Shareholders' Nomination Board
The Annual General Meeting 2010 decided to establish a Shareholders' Nomination
Board to prepare proposals for the election and remuneration of the members of
the Board of Directors to the Annual General Meeting.
The Shareholders' Nomination Board comprises four members nominated by the
largest shareholders and the Chairperson of the Board of Directors. The largest
shareholders of the company were determined on the basis of the shareholdings
registered in the Finnish, Norwegian and Swedish book-entry systems on 29 August
2025and received evidence thereof.
The composition of the Shareholders' Nomination Board that prepared the
proposals to the AGM 2026is as follows:
Annareetta Lumme-Timonen, Investment Director, Solidium, Chairperson of the
Shareholders' Nomination Board of Tietoevry
Alexander Kopp, Investment Manager, Incentive
Jukka Vähäpesola, Head of Equities, Elo
Mikko Lantto, Chief Technology and Development Officer, Ilmarinen, and
Tomas Franzén, Chairperson of the Board of Directors, Tietoevry.
The Shareholders' Nomination Board shall report to the Annual General Meeting on
how its work was conducted.
For further information, please contact:
Jussi Tokola, General Counsel, tel. +358 40834 9376, email jussi.tokola (at)
tieto.com
Tietoevry Corporation
DISTRIBUTION
NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
Principal Media
Tietois 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 15 000 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