Tietoevry Corporation STOCK EXCHANGE RELEASE 12February 2026 09:05 a.m. EET
The Annual General Meeting of Shareholders of Tietoevry Corporation (“Tieto” or
the "company") shall be held on Tuesday 24 March 2026 at 4 p.m. (Finnish time)
at the company's premises, address Keilalahdentie 2-4, 02150 Espoo, Finland. The
company will publish the notice of the Annual General Meeting on 12 February
2026, which will include more detailed information on participation in and
voting at the meeting. The registration period and advance voting period for the
Annual General Meeting will commence on 12 February 2026 at 3 p.m. (Finnish
time).
In addition to the proposals of the Board of Directors presented below, the
proposals by the Shareholders' Nomination Board to the Annual General Meeting
regarding the composition and remuneration of the Board of Directors as well as
the proposal to amend the Charter of the Shareholders' Nomination Board have
been disclosed by a separate stock exchange release on 15 January 2026.
1 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 aggregateshall 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.
2 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.
3 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;
· 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.
According to the proposal, Section 1 of the Articles of Association would read
in its entirety as follows:
“1 § Company name and domicile
The company name in Finnish is Tieto Oyj, in Swedish Tieto Abp and in English
Tieto Corporation.
The domicile of the company is Espoo, Finland.”
According to the proposal, Section 3 of the Articles of Association would read
in its entirety as follows:
“3 § Board of Directors
The company has a Board of Directors, which consists of not less than six (6)
nor more than twelve (12) members. The Chairperson and the Vice Chairperson of
the Board shall be elected by the General Meeting.
The term of the members of the Board of Directors expires at the closing of the
first Annual General Meeting following the election. Should the Chairperson or
the Vice Chairperson resign or become otherwise unable to act in such capacity
in the middle of the term, the Board of Directors shall elect a new Chairperson
or Vice Chairperson.”
Additionally, the proposed Section 10 of the Articles of Association would read
in its entirety as follows:
"10 § Annual General Meeting
The Annual General Meeting is held no later than the date determined by the
Finnish Companies Act.
At the Annual General Meeting, the following shall be
decided
1 Adoption of the annual accounts,
2 Measures called for by the profit and/or other non-restricted capital pursuant
to the adopted balance sheet,
3 Discharge from liability of the members of the Board of Directors and the
Managing Director,
4 Fees for the members of the Board of Directors, the auditor and the
sustainability reporting assurance provider,
5 Number of members of the Board of Directors,
6 The remuneration policy, if necessary,
7 Adoption of the remuneration report, and
elected
8 Chairperson, Vice Chairperson and members of the Board of Directors,
9 Auditor, and
10 Sustainability reporting assurance provider.
Additionally, other matters mentioned in the notice of the meeting shall be
considered at the Annual General Meeting."
The proposal of the Board of Directors for the amended Articles of Association
as well as a comparison against the current Articles of Association are
available in their entirety on the company's website at tietoevry.com/agm.
4 Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Audit and Risk Committee of the Board of
Directors, that the auditor to be elected at the Annual General Meeting be
reimbursed according to the auditor's invoice and in compliance with the
purchase principles approved by the Committee.
5 Election of the auditor
The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Audit and Risk Committee of the Board of
Directors, that the firm of authorized public accountants Deloitte Oy be re
-elected as the company's auditor for the financial year 2026. Deloitte Oy has
notified the company that APA Marika Nevalainen will act as the auditor with
principal responsibility.
The Audit and Risk Committee confirms that its recommendation for the election
of the auditor is free from the influence of a third party and that the Audit
and Risk Committee has not been required to comply with a clause of the kind
referred to in paragraph 6 of Article 16 of the EU Audit Regulation (537/2014),
which would restrict the decision-making of the Annual General Meeting or the
company regarding the election of the auditor. The recommendation of the Audit
and Risk Committee is included in the proposal of the Board of Directors which
is available on the company's website at tietoevry.com/agm.
6 Resolution on the remuneration of the sustainability reporting
assurance provider
The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Audit and Risk Committee of the Board of
Directors, that the sustainability reporting assurance provider to be elected at
the Annual General Meeting be reimbursed according to the sustainability
reporting assurance provider's invoice and in compliance with the purchase
principles approved by the Committee.
7 Election of the sustainability reporting assurance provider
The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Audit and Risk Committee of the Board of
Directors, that Deloitte Oy be re-elected as the sustainability reporting
assurance provider for the financial year 2026. Deloitte Oy has notified the
company that APA, Authorized Sustainability Auditor (ASA), Marika Nevalainen
would act as the sustainability auditor with principal responsibility.
8 Authorizing the Board of Directors to decide on the repurchase of the
company's own shares
The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized 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 30 April 2027.
9 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 Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized 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 1200 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 30 April 2027.
10 Approval of delisting of the company's shares from the Oslo Stock
Exchange
The Board of Directors proposes that the Annual General Meeting resolves to
approve the delisting of the company's shares from the Oslo Stock Exchange and
authorises 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 have been listed on the Oslo Stock Exchange as a parallel
listing since 2019. The company has conducted a review of the benefits and costs
associated with maintaining the parallel listing and has concluded that
delisting from the Oslo Stock Exchange would be in the best interests of the
company and its shareholders. The vast majority of liquidity in the Tieto shares
is concentrated on Nasdaq Helsinki which is the company's primary listing venue.
The trading volumes on the Oslo Stock Exchange have been modest, and maintaining
the parallel listing increases costs associated with Norwegian regulatory and
reporting requirements and involves annual listing fees. The Board of Directors
considers the cost of maintaining the Oslo Stock Exchange listing to be
disproportionate to the benefits from such listing and believes that delisting
would simplify the company's listing structure, reduce compliance complexity and
result in cost savings.
Tieto's shares will remain listed on Nasdaq Helsinki where the substantial
majority of the daily trading volume of Tieto's shares is conducted. 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.
Subject to approval by the Annual General Meeting, the company will file an
application for delisting with the Oslo Stock Exchange and provide timely
information to shareholders regarding the delisting process. 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 the Euroclear Finland will be made available on
the company's website at tietoevry.com/en/investor-relations/shares-and
-shareholders.
12 February 2026
Tietoevry Corporation
Board of Directors
For further information, please contact:
Laura Ruoppa, Head of Corporate Governance and Compliance, tel. +358 45 114
4539, laura.ruoppa (at) tieto.com
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 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