The Board of Directors of Tietoevry Corporation has released its proposals for the upcoming Annual General Meeting, scheduled for March 24, 2026, at the company’s headquarters in Espoo, Finland. The official notice and further details on participation and voting will be published on February 12, 2026. Registration and advance voting begin the same day.
Alongside the Board’s proposals, recommendations from the Shareholders’ Nomination Board regarding board composition, remuneration, and amendments to its charter have been made available in a separate release.
A key proposal is a dividend distribution totaling EUR 0.88 per share for the financial year ending December 31, 2025. The dividend would be paid in two installments: EUR 0.44 per share after record dates on March 26 and September 23, with payments processed according to local practices in Finland, Sweden, and Norway. The Board also seeks authorization to adjust these dates if necessary due to regulatory changes.
The Board will present the Remuneration Report for governing bodies covering fiscal year 2025 for advisory approval by shareholders. Both this report and the current Remuneration Policy are accessible online at tietoevry.com/agm.
Proposed amendments to the Articles of Association include changing the company’s name from Tietoevry Oyj to Tieto Oyj and adding provisions related to electing a Vice Chairperson of the Board. Additional updates specify that this election will become a standard item at future Annual General Meetings.
Regarding auditing matters, “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.” The Board recommends reappointing Deloitte Oy as auditor for 2026 with Marika Nevalainen as lead auditor. They also propose similar arrangements for sustainability reporting assurance services.
Further authorizations sought include permission for share repurchases up to approximately ten percent of total shares outstanding (11.8 million shares), effective until April 30, 2027 or until rescinded by a new resolution; these can be executed through public trading or market-based transactions not proportionate among shareholders.
The Board is also seeking authority to issue up to ten percent more shares—including options or other rights—with up to one percent reserved for incentive programs. This too would remain valid until April 30, 2027 unless replaced earlier.
Another significant proposal involves delisting Tietoevry’s shares from Oslo Stock Exchange while maintaining primary listings on Nasdaq Helsinki and Stockholm exchanges. Since most trading volume occurs on Nasdaq Helsinki and costs associated with dual listing are high compared to limited benefits—such as modest trading volumes—the move aims at simplifying compliance obligations and reducing expenses related to Norwegian regulations and annual fees.
“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,” states Tietoevry’s announcement. “The vast majority of liquidity in Tieto shares is concentrated on Nasdaq Helsinki which is the company’s primary listing venue.”
If approved by shareholders, an application will be filed with Oslo Stock Exchange; information about transferring shares held via Norway’s VPS system into Finland’s Euroclear system will remain available during a transition period lasting at least twelve months after delisting.
Tietoevry remains committed to meeting all requirements under Finnish securities law as well as EU regulations following any changes resulting from these proposals.
